Directors Report of Mazda Ltd.

Mar 31, 2025

Your directors are pleased to present you the 35^th Annual Report on the business and operation of your company along/together with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE

				(Rs. In Lacs)
	Sr. No.	Particulars	2024-25	2023-24
		Total revenue	20,073.71	23,201.07
	ii.	(Less): Total expenditure	16,330.83	18,566.12
	iii.	Profit before depreciation, finance cost & tax	3,742.88	4,634.95
	iv.	(Less): Finance cost	53.59	54.38
	v.	(Less): Tax Expenses	815.31	1,026.97
	vi.	Cash Profit	2,873.98	3,553.60
	vii.	(Less): Depreciation	388.56	401.57
	viii.	Profit for the year	2,485.42	3,152.03
	ix.	Items of Other Comprehensive Income (OCI) for the year	(76.04)	42.47
	x.	Total Comprehensive Income for the Year	2,409.38	3,194.50
	xi.	Surplus brought forward	20,823.54	18,189.74
	xii.	Profit available for appropriation	23,232.92	21,384.24
	xiii.	Dividend on equity shares	640.80	560.70
	xiv.	Surplus carried forward	22,592.12	20,823.54

Note: The above figures are extracted from Financial Statements as per Indian Accounting Standard (‘IND AS'') and are prepared in accordance with the provisions of the Companies Act, 2013 (‘the Act'')

2. DIVIDEND

The Board of Directors in their meeting held on 29^th May, 2025 have recommended final dividend of Rs. 3.60 (180%) per equity share of the face value of Rs. 2/- each for the financial year ended on 31^st March, 2025 (previous year Rs. 16.00 per share on the face value of Rs. 10/-). The said dividend if approved by the shareholders at the ensuing Annual General Meeting would involve a cash outflow of Rs. 720.90 Lacs against Rs. 640.80 Lacs for the previous financial year.

3. OPERATIONS

For the year ended 31^st March, 2025, the company recorded a total revenue of Rs. 20,073.71 Lacs, showing a decrease of 13.48% as compared to the revenue of Rs. 23,201.07 Lacs reported in the previous financial year. The Profit After Tax (PAT) for the year stood at Rs. 2,485.42 Lacs, representing a decline of 21.15% over the PAT of Rs. 3,152.03 Lacs in FY 2023-24.

The decrease in both revenue and profitability underscores the challenging business environment during the financial year under review. The company remains committed to implementing strategic measures to enhance operational efficiency and restore growth momentum in the way forward.

4. FINANCE AND ACCOUNTS

There are no term loans or interests thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits up to Rs. 30.88 Crores to capture its fund based and non-fund-based requirements. The fund-based limits are in the form of Cash credit / PCFC loans and non-fund-based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals which have been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The market value of the investment as at 31^st March, 2025 was Rs. 8919.72 Lacs as against Rs. 7765.26 Lacs as at 31^st March, 2024. The increase in investment is showing healthy cash flows of the company.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long-term credit ratings to ‘A'' and short-term credit ratings to ‘A1''. The outlook of the long-term ratings is stable.

The financial statements for the year ended on 31^st March, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the “Act”) read with the Companies (Accounts) Rules, 2014 as amended from time to time and all other applicable provisions for time being in force. The Notes to the Financial Statements adequately cover the Standalone Audited Statements and form an integral part of this Report.

5. EXPORTS

The export business had been remained constant during the year under review.

The company''s export performance remained stable during the year under review, reflecting consistency in international demand and sustained relationships with global customers. For the financial year ended 31st March 2025, export revenue stood at Rs.5,185.53 lacs, against Rs.5,170.87 lacs reported in the previous financial year.

This steady performance ensures the company''s continued focus on maintaining a strong global presence and its ability to deliver value across international markets despite evolving global economic conditions.

6. STOCK SPLIT / SUB DIVISION

The Board of directors of the company in their meeting held on 13th November, 2024 has recommended to sub-divide (split) company''s 1 (One) equity share of face value of Rs. 10/- (Rupees Ten Only) each into 5 (Five) equity share of face value of Rs. 2/- (Rupees Two Only) each which had been approved by the members by way of postal ballot process completed on 31^st December, 2024 and considered the resolutions for sub-division/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your company.

On completion of the corporate action, the company was allotted with new ISIN INE885E01042.

The equity shares of your company were sub-divided in the proportion of 1:5 on both the exchanges where the equity shares of the company are listed, i.e., NSE and BSE at the record date i.e., 28th January, 2025.

As a result of the sub-division/split of equity shares of your company, it has become more affordable and encouraged participation of investors at large.

Accordingly, the capital structure of the company post Sub-division/split of equity shares are as follows:

Particulars	No. of equity shares	Face Value (In Rupees)	Total Share Capital (In Rupees)
Authorised Capital	2,50,00,000	02	5,00,00,000
Issued, subscribed and Paid-up share capital	2,00,25,000	02	4,00,50,000

7. PUBLIC DEPOSITS

Your company has not accepted any Deposits falling under the meaning as per the provisions of Section 73 of the Act read with the Rules framed there under during the financial year 2024-25.

8. INSURANCE

Taking into consideration the multiple risks from fire, earthquake, in-transit damage and other foreseeable perils considered by the management, your company''s assets are adequately insured.

9. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:

In 2024, the global economy experienced moderate growth of 3.3% (IMF), reflecting a period of relative stability. However, as 2025 progresses, the global landscape is undergoing notable changes, marked by shifting policy priorities amid rising geopolitical tensions and economic challenges. The threat of mispositioning of change in broad-based tariffs, particularly by the United States which will lead to historically high tariff rates, adversely impacting global GDP and increasing economic uncertainty, thereby creating a volatile short-term outlook.

India''s GDP grew by 6.5% in FY 2024-25, reaffirming its position as one of the fastest-growing major economies amid global uncertainties. This growth was driven by ongoing structural reforms, rapid digitalisation, sustained infrastructure development, strong domestic demand, and increased private sector investment across key industries.

In the engineering sector, demand is fueled by investment and capacity expansion in crucial areas such as power, infrastructure, mining, as well as in sectors like general manufacturing, automotive, process industries goods. The industry continues to invest in technology to enhance operational efficiency and maintain global competitiveness. The sector has witnessed increased in order booking on the back of increasing consumer demand and infrastructure development. The positive economic outlook is reinforced by the government''s proactive measures, as evidenced by the budget for which targets a capital expenditure more than previous year''s estimates.

The company''s drive towards excellence continues persistently towards bringing innovative and various product offerings for the customers at the competitive prices.

ENGINEERING BUSINESS - PIONEERING INNOVATION AND SUSTAINABLE GROWTH

During the year under review, the engineering segment remains the backbone of Mazda Limited, showcasing resilience, adaptability, and a forward-thinking approach in a dynamic industrial landscape. Our unwavering commitment to innovation, coupled with our focus on delivering high-value solutions, continues to strengthen our market leadership and drive sustainable growth.

Capitalizing on Recent Achievements

A key highlight of the past year has been the successful industrial deployment of our Non-Chemical Anti-Scaling and Descaling equipment ‘the Smart Rod System''. This ground breaking solution has surpassed performance expectations across diverse industries, positioning it as a catalyst for significant growth in the Financial Year 2024-25. The system''s proven efficacy underscores our ability to deliver transformative technologies that address critical industry needs.

Strategic Innovation as a Growth Driver

Aligned with our vision to lead industrial solutions, we have intensified our Research and Development (R&D) efforts to pioneer cutting-edge technologies. Our focus is on creating sustainable, high-impact solutions that tackle pressing industry challenges. Key initiatives include:

• Advanced Evaporation Systems: We are developing innovative hybrid Mechanical Vapor Recompression (MVR) and Thermal Vapor Recompression (TVR)-based Evaporation Systems, for which we have applied for the patent. These systems are designed to enhance energy efficiency and operational performance, positioning Mazda Limited as a leader in the evaporator industry.

• Revolutionizing Air Pollution Control: Our ‘High Gravity'' technology is set to redefine scrubber and stripper systems by significantly reducing capital and operational costs while improving efficiency, particularly for C02, S02, and NH3 capture. This innovation aligns with global sustainability goals and strengthens our environmental stewardship.

• Chemical-Free Cleaning-in-Place (CIP) Solutions: We are conducting advanced trials for a chemical-free CIP solution tailored for the dairy sector. Successful alpha trials signal the potential for a game-changing offering that enhances sustainability and operational efficiency.

Fostering a Global Innovation Ecosystem

Our company is dedicated to embracing cutting-edge technologies through strategic global collaborations. We are actively exploring partnerships with industry leaders to introduce innovative products, even those beyond our current portfolio. Our focus on sustainable green energy solutions, including Hydrogen-based technologies and advanced Desalination systems, aligns with our mission to deliver environmentally responsible solutions that create lasting value.

Looking Ahead

With a robust pipeline of innovative projects and a commitment to sustainability, Mazda Limited is well-positioned to deliver exceptional value to our stakeholders. Our strategic focus on pioneering technologies and fostering global partnerships reinforces our role as a trusted leader in engineering solutions. We are confident that these efforts will drive sustained growth and solidify our reputation as a preferred partner in the industry.

Overall, we are confident that our ongoing initiatives will deliver exceptional value to our stakeholders and solidify our position as a preferred partner for cutting-edge engineering solutions.

FOOD BUSINESS:

The Indian FMCG landscape continues to evolve rapidly, shaped by shifting consumer behaviour, health-conscious choices, and growing demand for convenient yet quality products. In this dynamic environment, Mazda''s Food Division has not only held its ground but progressed meaningfully — posting revenues of Rs. 36.59 crores and a profit of Rs. 3.00 crores for the year 2024-2025.

This performance marks a clear step forward from the previous year and reflects our focused strategy of strengthening our core product sales. The upward trajectory in both sales and profitability reinforces the long-term viability of the investments we''ve made in people, capacity, and product innovation.

Performance Highlights

• Diversification Through Innovation

Our R&D-led approach has continued to fuel our product pipeline; we have added a whole host of new products to our line-up and we have now have entered the ready-to-eat segment.

• Stronger On-Ground Execution

We''ve invested in building a more agile and responsive sales force — especially in Gujarat — which has allowed us to move closer to the consumer and respond faster to market shifts. Alongside this, our partnerships with regional

super-stockists and trade fair participation have enhanced our footprint in under-penetrated areas. We are continually looking to expand our reach domestically in India as time goes by.

• Wider International Interest

Global recognition of our brands continues to grow, with new customers approaching us based on product quality and reliability. Our participation this year in international exhibitions such as Indus Food, Saudi Food Show, Africa Food show has greatly contributed to raising global awareness of our brand and establishing new markets for supply.

• Looking forward

We continue to remain optimistic about our long-term future growth, whilst staying focussed on expansion within India. Our previous investment in infrastructure, and new machinery has helped us achieve the revenue figures for 2024-25 and will continue to bolster our growth in the years to come.

(b) Opportunities & threats:

Our company''s growth strategy is underpinned by a series of operational and technological initiatives designed to enhance efficiency and strengthen our market position. We are undertaking targeted upgrades to our plant and machinery, streamlining design and engineering processes, integrating advanced IT systems, and driving continuous product development through in-house R&D capabilities.

Market trends continue to show strong demand for our offerings, particularly with the expansion of the engineering sector. With increased industrial activity and greater emphasis on automation and precision engineering, we anticipate sustained growth across our target markets in FY 2025-26.

However, certain business threats remain. These include global economic volatility, potential regulatory and policy shifts, and fluctuations in raw material prices — especially steel. In addition, supply chain disruptions and geopolitical uncertainties may pose operational challenges. The company is actively addressing these risks through strategic planning, cost optimization, and robust sourcing strategies.

(c) Segment-wise Performance:

Your company has divided its business in two segments i.e., Engineering Division and Food division.

The company reported steady performance in the financial year 2024-25. During the year under review, the turnover of engineering business has decreased by 20% as compared to previous year and profits for the engineering division showed a decrease of 18% compared to the previous financial year.

The food division has shown an increase in turnover by 22% and increase in profits by 75% compared to the previous financial year.

(d) Outlook:

India''s economic outlook for FY 2025-26 remains cautiously optimistic, supported by domestic strengths amid global uncertainties. While challenges such as commodity price volatility, trade disruptions, and geopolitical tensions persist, the country''s structural stability and robust policy framework are expected to help absorb these shocks.

The company has already received an order from foreign company to supply Multi Effect evaporator system which will boost the order book value of the company and will show the growth in turnover and profits.

(e) Risk and concerns:

The company operates in a dynamic and competitive environment and remains vigilant to strategic, innovation-driven, and technology-related risks. Any significant and unfavorable shifts in industry trends, or volatility in the prices of raw materials may potentially impact business performance. To mitigate such risks, the company continuously upgrade their products by upgrading the designs and innovations through its Research & Development and adapts its strategies accordingly.

A key strength lies in the company''s long-standing relationships with its customers, which has resulted in a strong base of repeat orders and customer loyalty. This provides a degree of resilience in times of market fluctuation.

However, risks arising from global markets, including regulatory and geopolitical developments, may influence the company''s operations and future outlook. The company also faces pricing pressures, especially while competing with lower bids in the market. In order to secure contracts at competitive rates, there is a possibility of margin compression. To manage this, a robust pricing governance mechanism is in place. Minimum acceptable margins are established, and any deviations are subject to a structured approval process backed by commercial justification. Additionally, wherever feasible, margin security is ensured through back-to-back contractual arrangements with vendors and with the consent of clients.

Operational risks, particularly those associated with project execution - from order acquisition to final delivery - are managed through integrated planning and close coordination across functions. Emphasis is placed on timely resource deployment, adherence to budgets, and compliance with timelines. Any breakdown in these process linkages may lead to cost overruns or schedule delays. The company remains focused on strengthening these internal processes to ensure predictable and efficient execution.

Overall, the company continues to reinforce Its risk management framework and operational discipline to sustain performance and deliver value to all stakeholders.

(f) Internal control systems, its adequacy and risk management:

Your company maintains robust internal control procedures, precisely tailored to the nature and scale of its operations. These controls are engineered to offer reasonable assurance regarding:

• Maintenance of proper accounting controls: Ensuring the orderly and efficient conduct of business.

• Operational monitoring: Facilitating effective oversight of company activities.

• Reliability of financial reporting: Promoting accuracy and trustworthiness in financial disclosures.

• Accuracy and completeness of accounting records: Guaranteeing the integrity of all financial data.

• Timely preparation of reliable financial information: Ensuring information is available when needed for informed decision-making.

• Protection of assets: Safeguarding against unauthorized use or loss.

• Prevention and detection of fraud and errors: Minimizing financial irregularities.

• Compliance with regulations: Adhering to all applicable laws and standards.

The company is committed to continuously aligning its processes and controls with global best practices.

Your company has established adequate internal control procedures, commensurate with the nature of its business and the size of its operations. These controls are designed to provide reasonable assurance regarding the maintenance of proper accounting controls to ensure the orderly and efficient conduct of business, monitoring of operations, reliability of financial reporting, accuracy and completeness of accounting records, timely preparation of reliable financial information, protection of assets from unauthorized use or loss, prevention and detection of fraud and errors, and compliance with regulations. Your company has continued its efforts to align all its processes and controls with global best practices.

To provide reasonable assurance that accounting records are reliable for preparing financial statements, the management maintains a system of accounting and controls, including an internal audit process. Internal controls are evaluated by the Internal Audit team and supported by Management reviews. All the audit observations if any and follow-up actions are tracked for resolution by the Internal Audit function and reported to the Audit Committee. The Internal Auditors checks transparency in financial reporting, ethical conduct, regulatory compliance, conflict of interest reviews, and the reporting of concerns. Anti-fraud programmes, including whistle-blower and vigil mechanisms, are operational across the company.

During the financial year 2024-25, no significant deficiencies/material weaknesses that might impact financial statements have been reported by the Internal Auditor as at the Balance Sheet date.

(g) Financial performance including Financial Ratios with respect to operational performance:

The financial results and other developments during the year under review in respect of the company''s published result prepared as per Indian Accounting Standards (IND AS). Highlights below are given only for comparison.

Financial Highlights for operating performance of financial year 2024-25:			(Rs. In lacs)
	Particulars	2024-25	2023-24
	Total Income	20,073.71	23,201.07
	EBITDA	3,742.89	4,634.95
	PBT	3,300.73	4,179.00
	PAT	2,485.42	3,152.03
	Financial Ratios pursuant to Regulation 34 of SEBI (LODR) Regulation, 2015:
	Ratios
	(a) Current Ratio	6.44	6.82
	(b) Debt-Equity Ratio	-	-
	(c) Debt Service Coverage Ratio*	na	107.90
	(d) Return on Equity (ROE) Ratio (%)	11.24	15.83
	(e) Inventory Turnover Ratio	4.85	5.08
	(f) Trade Receivables Turnover Ratio	5.24	6.45
	(g) Trade Payables Turnover Ratio	6.81	6.34

Particulars	2024-25	2023-24
(h) Net Capital Turnover Ratio	1.24	1.64
(i) Net Profit Ratio (%)	12.86	13.98
(j) Return on Capital Employed (%)	13.99	19.29
(k) Return on Investment (%)	8.04	9.88

(h) Details of change in Return on Net Worth as compared to the previous financial year:

The Net Worth of the company stood at Rs. 22,992.62 Lacs for the current financial year as compared to Rs. 21,224.04 Lacs for the previous financial year 2023-24, whereas Return on Net Worth for the Year 2024-25 was 8.33% as compared to 14.17% for the previous financial year 2023-24.

(i) Material developments in Human Resources, Industrial Relations, and Health, Safety & Environment:

The company is supported by a highly committed and skilled workforce, fostered by a professional and inclusive culture. Its innovative human resource practices are strategically aligned with business goals, ensuring that talent development, performance, and organizational growth move hand in hand.

The number of employees as on 31^st March, 2025 was 243.

Your company''s manufacturing facility at all five units and corporate office are ISO 9001:2015 & 14001:2015, and 45001:2018 certified.

10. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

There are no subsidiaries, associates or joint ventures of your company.

12. DIRECTORS

As on 31st March, 2025, the Board of Directors of the company comprised nine members, including two Whole-Time Directors and seven Non-Executive Directors of whom three are Independent Directors in accordance with the requirements of applicable laws and regulations. The Board also reflects strong gender diversity, with four women Directors among its members.

In pursuant to the provision of Section 149 of the Act, Mr. Mohib Khericha (DIN: 00010365), Mr. Saurin Palkhiwala (DIN: 03604769), and Mr. Nilesh Mankiwala (DIN: 06927530) completed their two consecutive term of five years each as Independent Directors and henceforth, they ceased to be Independent Directors of the Company with effect from 09th September, 2024.

During the year under review, the Board on the recommendation of Nomination and Remuneration Committee, had re-designated the position of Mr. Mohib Khericha, who also served as the Chairman and Non-Executive Independent Director of the company as Non-Executive and Non-Independent director with effect from 09th September, 2024.

Further, based on the approval of the members at the Annual General Meeting held on 09th September, 2024, Mr. Mihir Mehta (DIN: 10733016), Mr. Ashok Kavdia (DIN: 00054601), and Mrs. Shetal Bhatt (DIN: 10733013) have been appointed as Independent Directors of the Company for a term of five consecutive years.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the company, Mr. Percy Avari (DIN: 00499114) and Mrs. Sheila Mody (DIN: 00496561), Directors, are liable to retire by rotation at the forthcoming AGM and, being eligible, have offered themselves for re-appointment.

The tenure of two Whole-Time Directors, Mrs. Shanaya Mody Khatua (DIN: 01241585) and Mr. Percy Avari (DIN: 00499114), is due to expire on completion of financial year 2025-26 i.e., 31^st March, 2026. The Board of Directors, at its meeting, has approved/ recommended their re-appointment, subject to the approval of the Members at the ensuing AGM.

The Board recommends the re-appointment of the aforementioned Directors for the consideration and approval of the Members at the forthcoming AGM.

In accordance with the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (ICSI), the brief profiles of Directors proposed to be re-appointed are annexed to the Notice convening the AGM.

All Directors of the company had submitted declarations confirming that they are not disqualified from being appointed or continuing as Directors under Section 164 of the Companies Act, 2013.

Pursuant to Section 149 of the Act, read with the applicable rules and in line with Regulations 16(1)(b) and 25 of the SEBI Listing Regulations, the Independent Directors have provided declarations confirming that they meet the prescribed criteria of independence. They have also affirmed compliance with the Code for Independent Directors as outlined in Schedule IV of the Act.

The Board, after due assessment, is of the opinion that all Independent Directors continue to meet the requirements of independence as specified under the Act and SEBI Listing Regulations. They are independent of the management and bring to the Board their extensive expertise, professional experience, and deep knowledge in diverse fields including finance, audit, taxation, risk advisory, banking, financial services, and investments. They continue to uphold the highest standards of integrity and ethical governance.

All Independent Directors are also duly registered with the Independent Directors'' databank maintained by the Indian Institute of Corporate Affairs (IICA). The Board further confirms that no change has occurred in their status or eligibility as Independent Directors during the financial year under review.

13. 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 following persons act as Key Managerial Personnel of the company during the year under review;

a. Mr. Percy Avari, Whole-Time Director (DIN:00499114)

b. Mrs. Shanaya Mody Khatua, Whole-Time Director (DIN: 01241585)

c. Mr. Cyrus Bhagwagar, Chief Financial Officer

d. Mr. Nishith Kayasth, Company Secretary

During the year under review, there are no change in the Key Managerial Personnel of the company.

14. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors met for four (4) times, as prescribed under the Act and SEBI Listing Regulations. The relevant details, including composition of the Board, dates of meetings, attendance and various committees of the Board are given in the Corporate Governance Report forming part of this report.

15. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors conducted an annual evaluation of its own performance, the performance of its committees, and that of individual Directors.

During the year under review, Nomination and Remuneration Committee (NRC) undertook a comprehensive performance evaluation of the Senior Management, including the Chief Financial Officer and the Company Secretary, based on predefined performance parameters aligned with the company''s strategic and operational goals.

A separate meeting of the Independent Directors was held, where they evaluated the performance of:

• Non-Independent Directors,

• Board as a whole, and

• Chairman of the Board

The evaluation of the Chairman was carried out using detailed criteria, including his effectiveness in managing relationships with shareholders, employees, the Board and management, as well as his leadership and governance capabilities.

The performance of Executive Directors and Independent Directors was assessed by the full Board using objective evaluation criteria such as:

• Active participation in Board and Committee meetings,

• Constructive engagement with fellow Board members and senior management,

• Demonstration of integrity, ethical behavior, and professional conduct.

The methodology and process followed for this evaluation exercise have been outlined in the Corporate Governance Report, which forms an integral part of this Annual Report.

Based on the outcome of the evaluation process, the Board expressed its satisfaction with the overall performance and functioning of the Board, its committees, and independent Directors.

The Board of Directors expressed their satisfaction with the evaluation process.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Act, with respect to Directors'' Responsibility Statement, your Directors hereby confirm the following:

(i) In the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2025 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) & (4) of the Act and as per the requirement of SEBI Listing Regulations is given in the Corporate Governance Report forming part of this report.

The policy of the company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on the website, i.e., https://www.mazdalimited.com/Remuneration-Nomination-policy MazdaLimited.pdf

18. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the company i.e., on https://www.mazdalimited.com/investor-relation.html

19. AUDIT COMMITTEE

The Audit Committee of the company is constituted in compliance with Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. The Committee comprises of four Directors: Mr. Ashok Kavdia (Chairman), Mr. Mohib Khericha, Mr. Mihir Mehta, and Mrs. Shetal Bhatt, with three being Independent Directors.

The Committee''s composition, powers, and terms of reference are in line with the applicable statutory provisions. It plays a key role in overseeing the company''s financial reporting process, internal control systems, audit functions, and compliance mechanisms. All related party transactions are placed before the Committee for periodic review to ensure transparency and adherence to the company''s Related Party Transactions Policy.

The company has also established a Vigil Mechanism, enabling directors and employees to report genuine concerns in a secure and confidential manner. Details of the mechanism are available on the company''s website.

The composition and attendance of the Audit Committee members are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

During the year under review, the Board accepted all recommendations made by the Audit Committee, underscoring its effective and independent oversight.

20. SHARE CAPITAL

During the financial year, your company had Sub-divided / split face value of its equity shares, whereby the face value of each share had been changed from Rs. 10/- to Rs. 2/- w.e.f 28th January, 2025. The existing Paid-up share capital of company has changed from 40,05,000 equity shares of Rs. 10/- each to 2,00,25,000 equity shares of Rs. 2/- each.

	Change in Issued, Subscribed and Paid-up share capital are mentioned below:
	Particulars	No. of Equity Shares	Face Value (Rs.)	Paid-up Share capital (Rs.)
	Paid-up Capital of the company as at 1st April, 2024	40,05,000	10	4,00,50,000
	Paid-up Capital of the company as at 31st March, 2025	2,00,25,000	02	4,00,50,000

21. TRANSFER TO RESERVES

The company has not transferred any amount to the General Reserve for the financial year ended 31^st March, 2025.

22. CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there were no changes in the nature of business carried out by the company. The company has not changed the class of business in which the company has an interest.

23. REPORTING OF FRAUD BY STATUTORY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under section 143 (12) of the Act.

24. AUDITORS AND AUDITORS’ REPORT

• Statutory Auditor

At the 32^nd Annual General Meeting held on 28^th September, 2022, the members approved re-appointment of M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad (Registration No. 106109W) as Statutory Auditors of the company to hold office for a period of five years from the conclusion of 32^nd AGM up to the conclusion of 37^th AGM to be held in the year 2027.

The Board has taken note and M/s. Mayank Shah & Associates, Chartered Accountants, have confirmed their eligibility under section 141 of the Act and the Rules framed thereunder as Statutory Auditors of the company. As required under SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31^st March, 2025. The notes on the Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments or explanations.

• Secretarial Auditor

Pursuant to requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Rutul Shukla & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit and to provide Annual Secretarial Compliance Report of the company for the financial year 2024-25. Secretarial Audit Report is given by M/s. Rutul Shukla & Associates, Practicing Company Secretaries and is attached herewith as Annexure-A.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2024/218, it has been made mandatory to appoint Secretarial Auditor with the approval of shareholders at the AGM. In compliance with regulation 24A of SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on 05^th August, 2025, Upon the recommendation of the Audit Committee, has approved for the appointment of M/s. Rutul Shukla & Associates, Practicing Company Secretaries (COP: 7470), a peer reviewed firm as Secretarial Auditor of the company for a term of five consecutive years commencing from the financial year 2025-26 to financial year 2029-30, subject to approval of the Members at the ensuing AGM.

• Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the company in respect of its manufacturing of ‘Other Engineering Goods'' activity is required to be audited.

As per the requirement of Section 148(3) of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Nisha Patel & Associates, Cost Accountant, Ahmedabad (Firm Registration No.: 102667) to audit the cost accounts of the company for the financial year 2024-25. As required under the Act, necessary resolution seeking members'' ratification for the remuneration payable to M/s. Nisha Patel & Associates, is forming part of the notice convening 35^th Annual General Meeting of the company.

The Cost Audit Report for the financial year 2024-25 will be submitted to the Central Government in the prescribed format.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans and guarantees given and the investments made by the company as at 31^st March, 2025 form part of the Notes to the financial statements provided in this integrated Annual Report.

During the financial year under review, the company has made investments in schemes of various mutual and debt funds. The market value of investments as at 31^st March, 2025 was Rs. 8919.72 Lacs.

26. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, your company has in place a well-defined Policy on Related Party Transactions, which is available on the company''s website at: mazdalimited.com/Related-Party- TransactionPolicy MazdaLimited.pdf

This Policy provides a framework for the review, approval, and disclosure of related party transactions to ensure transparency and compliance with applicable legal and regulatory requirements. The Audit Committee, in accordance with its terms of reference, reviewed and revised the Related Party Transactions Policy to ensure its alignment with the latest amendments under the SEBI Listing Regulations and the Companies Act, 2013. The revised policy was subsequently approved by the Board of Directors.

The Board has also laid down the criteria for granting omnibus approvals by the Audit Committee for related party transactions, within the overall framework of this policy.

During the year under review:

• All related party transactions were conducted at arm’s length basis and in the ordinary course of business;

• All transactions were reviewed and approved by the Audit Committee in accordance with the approved policy;

• No material related party transactions were entered into during the year, which would require shareholder approval under the applicable laws.

Accordingly, the disclosure under Section 134(3)(h) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable to the company for the year under review.

The disclosures on related party transactions as required under Para A of Schedule V, read with Regulation 34(3) of the SEBI Listing Regulations, have been appropriately disclosed in the Financial Statements forming part of this Annual Report.

27. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report, except as disclosed elsewhere in the report.

29. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy and technology absorption and Foreign Exchange Earnings & Outgo, as required to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - B.

30. MITIGATION OF RISK

Your company has been addressing various risks impacting the company which is provided in the Management Discussion and Analysis Report. However, as per the SEBI Listing Regulation constitution of Risk Management Committee for enforcing Risk Management Policy is not applicable to the company.

31. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

In accordance with the provisions of Section 135 of the Act, 2013 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, your company has formulated a CSR Policy based on the recommendations of the CSR Committee and with the approval of the Board of Directors. The CSR Policy outlines the company’s approach to fulfilling its social responsibilities and is available on the company''s website at: https://www.mazdalimited.com/CSR-Policy MazdaLimited.pdf

The composition of the CSR Committee, along with other relevant details, is provided in the Corporate Governance Report forming part of this Annual Report.

During the year under review, the company undertook various CSR initiatives in alignment with the activities specified under Schedule VII of the Companies Act, 2013. These initiatives were implemented through implementing agencies, ensuring effective execution and community impact and the same is available on the website of the company.

A brief outline of the CSR Policy, along with the details of the CSR during the financial year, is provided in Annexure-C to this Report.

32. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The Board of Directors, based on the recommendations of the Nomination and Remuneration Committee (NRC), has formulated a comprehensive Policy on the selection, appointment, and remuneration of Directors and Senior Management Personnel. This policy aims to ensure that appointments are made based on merit, leadership qualities, and strategic alignment with the company’s longterm objectives. The salient features of the Remuneration Policy are disclosed in the Corporate Governance Report, and the full policy is available on the company''s website at:https://www.mazdalimited.com/Remuneration-Nomination-policv MazdaLimited.pdf

In compliance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing prescribed disclosures relating to the remuneration of Directors and Key Managerial Personnel is appended as Annexure - D to this Report.

Further, pursuant to Rule 5(2) and 5(3) of the said Rules, a statement providing the names and details of the top ten employees of the company in terms of remuneration drawn, along with information on employees receiving remuneration in excess of the prescribed limits, also forms part of Annexure - D.

33. REPORT ON CORPORATE GOVERNANCE

The company is fully committed to good Corporate Governance and is compliant with applicable provision of law relating to Corporate Governance. The report on Corporate Governance, as stipulated under Regulation 34 of the SEBI Listing Regulations forms as integral part of the Annual Report. The requisite certificate from Rutul Shukla and Associate, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulation is part of this Report.

34. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company''s operations in future.

35. STOCK EXCHANGES AND LISTING FEES

The company''s equity shares are listed at BSE Limited and NSE Limited. There are no payments outstanding to the Stock Exchanges by way of listing fees, etc.

36. INTERNAL FINANCIAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed. The Board is of the opinion that the company''s internal financial controls were adequate and effective during FY 2024-25.

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

The company has always believed in providing a safe and conducive workplace for every individual working on the company''s premises through various interventions and practices. The company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

All employees, trainees, volunteers, third parties and/or visitors at all business units are covered by the said policy. Across the organization, managers, employees and Internal Complaints Committee were made aware regarding the provisions of POSH.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no complaints filed pursuant to the said Act.

The Particulars summary of Sexual Harassment during the year under review:
	Particulars	Total (in figures)
	Number of complaints received during the year	00
	Number of complaints resolved during the year	00
	Number of complaints pending for beyond 90 days	00

38. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961

During the year under review, the company had complied with the provisions of the Maternity Benefit Act, 1961, ensuring all applicable benefits were extended to eligible employees, if any. The company remains committed to supporting the well-being and rights of its women employees by ensuring a safe, inclusive, and supportive work environment.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors'' and ‘General Meetings'' respectively, have been duly complied by your company during the financial year under review.

40. VIGIL MECHANISM / WHISLTE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) & (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, the Board has framed a ‘Whistle Blower Policy and Vigil Mechanism''.

The company believes in the conduct of the matters in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the company and their representative bodies to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the company''s Code of Conduct.

The policy can be accessed on the company''s website at https://www.mazdalimited.com/Viail-Mechanism-policv MazdaLimited.pdf. During the year, no person has been declined access to the Audit Committee, wherever desired.

41. ESOP

The company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

42. Insolvency and Bankruptcy Code, 2016

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

43. Settlement with any banks or financial institution

As the company has not made any one-time settlement with any banks or financial institution during the year under review, Rule (8) sub-rule (5) clause (xii) of Companies (Accounts) Rules,2014 is not applicable.

44. APPRECIATION

Your directors express its sincere gratitude for the continued support and trust extended by all stakeholders, including the Central and State Government Authorities, Regulatory Bodies, Stock Exchanges, Financial Institutions, Analysts, Advisors, Local Communities, Customers, Vendors, Business Partners, Shareholders, and Investors. Their confidence and unwavering belief in the company have been instrumental in driving its sustained progress and success.

The Directors also take this opportunity to wholeheartedly appreciate the commitment, dedication, and hard work of the company''s employees across all levels. Their efforts have been vital in enabling the company to achieve consistent growth and are the foundation upon which future excellence will be built.

45. CAUTIONARY NOTE

Statements in the “Management Discussion and Analysis” describing the company''s objectives, expectations or predictions are as perceived currently. Actual results may differ materially from those expressed in this statement. Important factors that could influence the company''s operations include supply and demand conditions affecting selling prices of finished goods, input prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

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Mar 31, 2024

The directors have pleasure in presenting to you the Thirty-Four (34^th) Annual Report of the Company and the Audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE

(Rs. In Lacs)
|sr. No.	Particulars	2023-24	2022-23
i.	Total revenue	23,201.07	19,385.80
ii.	(Less): Total expenditure	18,566.12	15,435.33
iii.	Profit before depreciation, finance cost & tax	4,634.95	3,950.47
iv.	(Less): Finance cost	54.38	62.94
v.	(Less): Tax Expenses	1,026.97	909.59
vi.	Cash Profit	3,553.60	2,977.94
vii.	(Less): Depreciation	401.57	315.30
viii.	Profit for the year	3,152.03	2,662.64
ix.	Items of Other Comprehensive Income (OCI) for the year	42.47	9.41
x.	Total Comprehensive Income for the Year	3,194.50	2,672.04
xi.	Surplus brought forward	18,189.74	16,002.30
xii.	Profit available for appropriation	21,384.24	18,674.34
xiii.	Dividend on equity shares	560.70	484.60
xiv.	Surplus carried forward	20,823.54	18,189.74
Note: The previous year figures have been regrouped wherever necessary.

2. DIVIDEND

Your directors have recommended final dividend of Rs.16.00 (160%) per equity share of the face value of Rs.10 each for the financial year ended on 31^st March, 2024 (previous year Rs.14.00 per share). The said dividend if approved by the shareholders at the ensuing Annual General Meeting would involve a cash outflow of Rs.640.80 Lacs against Rs.560.70 Lacs for the previous financial year.

3. OPERATIONS

For the year ended 31^st March, 2024 the company has achieved a Revenue of Rs.23,201.07 Lacs, and it has shown the uptrend by 19.60% over the last year of Rs.19,385.80 Lacs. The profit after tax for the year was Rs.3152.03 Lacs, registering a noticeable growth of 18.38% over the profit of Rs.2662.64 lacs in FY 2022-23.

4. FINANCE AND ACCOUNTS

There are no term loans or interests thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits up to Rs. 30.88 Crores to capture its fund based and non-fund-based requirements. The fund-based limits are in the form of Cash credit / PCFC loans and non-fund-based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals which have been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The market value of the investment as at 31^st March, 2024 was Rs. 7765.26 Lacs as against Rs. 4325.94 Lacs as at 31^st March, 2023. The increase in investment is showing healthy cash flows of the company.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long-term credit ratings to ‘A’ and short-term credit ratings to ‘A1’. The outlook of the long-term ratings is stable.

The financial statements for the year ended on 31^st March, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the “Act”) read with the Companies (Accounts) Rules, 2014 as amended from time to time and all other applicable provisions for time being in force. The Notes to the Financial Statements adequately cover the Standalone Audited Statements and form an integral part of this Report.

5. EXPORTS

The export business had been flourishing during the year under review due to overall increase in the orders from the overseas markets.

Exports for the year ended on 31^st March, 2024 were at Rs. 5170.87 Lacs as compared to Rs. 4293.84 Lacs for the previous year showing increase by 20.42%.

6. PUBLIC DEPOSITS

Your Company has not accepted any Deposits falling under the meaning as per the provisions of Section 73 of the Act read with the Rules framed there under during the financial year 2023-24.

7. INSURANCE

Taking into consideration the multiple risks from riot, fire, earthquake, terrorism, in-transit damage and other risks considered by the management, your company’s assets are adequately insured.

8. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:

As per the recent update from International Monetary Fund (IMF) there is a modest growth projection of 3.1% in 2024 marking an increase from previous forecast. Additionally, there is a decline to 5.8% in global inflation rates in 2024.The year 2024 also marks changing geopolitical situation for several nations which may introduce a degree of uncertainty. Despite potential challenges India’s economic resilience shines with a stable outlook.

Among the challenges, India stood out as a bright spot. The current focus on strengthening the manufacturing capabilities brought the capital goods sector into spotlight. In the engineering sector, demand is fueled by investment and capacity expansion in crucial areas such as power, infrastructure, mining, as well as in sectors like general manufacturing, automotive, process industries goods. The industry continues to invest in technology to enhance operational efficiency and maintain global competitiveness. The sector has witnessed increased in order booking on the back of increasing consumer demand and infrastructure development. The positive economic outlook is reinforced by the government’s proactive measures, as evidenced by the interim budget for fiscal year 2024-25 which targets a capital expenditure more than previous year’s estimates.

The company’s drive towards excellence continues persistently towards bringing innovative and various product offerings for the customers at the competitive prices.

Engineering Business - Driving Innovation and growth:

Engineering segment continues to be a cornerstone of our business, demonstrating resilience and adaptability in an evolving industrial landscape. Our commitment to innovation and delivering value-added solutions has enabled us to secure a strong market position.

a) Building on Recent Successes:

The successful industrial trials of our Non-Chemical Anti-Scaling and Descaling equipment (Smart Rod Systems) marks a significant milestone. Due to the product’s encouraging performance (exceeded our expectations) across diverse industries, we are of the opinion that it will be in the forefront of leading the drive for reasonable growth in the current financial year.

b) Strategic Focus on Innovation:

Aligned with our vision to be a pioneer in industrial solutions, we have intensified our R&D efforts. Our focus is on developing cutting-edge technologies that address critical industry challenges and create sustainable value. A few are listed as below:

• Ion Exchange Membrane Production: As a first-of-its-kind initiative in India, we are collaborating with a large research organization to develop Ion Exchange Membranes. This technology holds immense potential for various industrial applications, including EDI/EDR systems and niche segments.

• Advanced Evaporation Systems: We are in the process of developing ‘first of its kind’ and innovative hybrid MVR/TVR-based Evaporation Systems which is being patented by us. This will enhance energy efficiency and overall system performance and could propel us in becoming the leaders in the field of Evaporators.

• Aevolutionizing Air Pollution Control: We are working on a ‘High Gravity’ based equipment to significantly reduce the operational and capital expenditure of scrubber/stripper systems while improving efficiency as specially for CO2, SO2 & NH3 capture.

• A hemical-Free / CIP Solutions: Also, we are currently conducting trails for developing a ‘Chemical-Free Cleaning-in-place’ (CIP) Solution for the Dairy Sector. Successful alpha trials are underway, paving the way for a transformative offering.

c) Embracing a Broader Innovation Eco system:

Your company is committed to exploring innovative technologies from across the globe. We are open to collaborations with Industry leaders to introduce groundbreaking products, even if they diverge from our current offerings. Our focus on sustainable green energy technologies aligns with this approach. We are particularly interested in exploring opportunities in Hydrogen-based technologies, Desalination Technologies that resonate with Mazda’s philosophy.

Overall, we are confident that our ongoing initiatives will deliver exceptional value to our stakeholders and solidify our position as a preferred partner for cutting-edge engineering solutions.

Food Business:

The FMCG sector in India is thriving, fueled by rising consumer expenditure, rapid urbanization, and shifting lifestyle trends, positioning it as one of the most vibrant and fast-evolving segments in the economy.

Mazda’s Food division met our sales targets this year and successfully crossed the Rupees Thirty crore milestone, reaffirming the effectiveness of our strategic investments in expanding production capacity and enhancing our product offerings. We continue to have suppressed profit margins due to the effects of depreciation resulting from our increased capital expenditures and investments in land and machinery. We are confident that as we continue to drive growth, we will see a corresponding enhancement in our profitability over time.

Key Drivers of Performance are listed below:

a) Expanded Product Line:

We have continued to develop new flavours and product lines, in our instant drinks range and in our food colouring range. These efforts have not only attracted new customers but also increased the average spending of our existing customer base. In the domestic segment, we have a few releases planned for 2024 which will open up new segments for our division.

b) Improved Marketing Strategies:

Our investment in optimizing the distribution network and expanding our retail presence has paid off. By partnering with new distributors and enhancing our domestic presence through targeted marketing and promotional campaigns, we penetrated previously untapped markets and achieved higher sales volumes. Additionally, we have expanded our domestic distribution reach in Gujarat by hiring our own sales team and appointing super-stockists.

c) Customer Acquisition:

We have been successful in finding new customers within the markets where we are already present, leveraging our strong brand reputation and extensive product range. Given the brand loyalty our Brands enjoy across the globe, we are attracting more traders and distributors internationally asking for our products.

d) Increased Capital Expenditures:

Our capital expenditures were focused on expanding production capacity and enhancing operational efficiencies. While these investments have resulted in higher depreciation and suppressed profit margins in the short term, they are crucial for our long-term growth strategy.

e) Future Outlook:

The strategic investments made by the Food Division have positioned us for sustained long-term success. With our expanded production capacity, diversified product portfolio, and enhanced operational efficiencies, we are well-equipped to capitalize on future market opportunities. The strong foundation laid in the previous years, evidenced by our increased turnover and expanded market reach, sets the stage for continued revenue growth and improved financial performance in the coming years.

(b) Opportunities & threats:

Our future growth strategy is based on several initiatives. We are pursuing improvement in our machineries, improving our design modules, upgradation of use of information technology and product design improvements through various in-house research.

The growth in demand of our products is clearly visible, with more markets opening up for engineering sector, capacity addition in manufacturing of food products and, the overall food industry and engineering markets are expected to remain healthy in 2024-25.

Threats relating to changes in the global markets such as recent financial meltdown, regulatory or political changes and alteration in the government policies may affect the company outlook and performance. We acknowledge the existence of certain market challenges, including volatility in material prices and the availability of high-quality steel.

(c) Segment-wise Performance:

Your company has divided its business in two segments i.e., Engineering Division and Food division.

The company reported steady performance in the financial year 2023-24. During the year under review, the turnover of engineering business has increased by 18% and profits for the engineering division showed an increase of 3.40% compared to the previous financial year.

The food division has shown an increase in turnover by 13% and reduction in profits by 53% compared to the previous financial year mainly due to depreciation effect of the new factory set up.

(d) Outlook:

The Indian economy has been performing well, with robust consumption activity and increasing disposable income. Globally, the economic outlook is cautiously optimistic. The risks to global growth are broadly balanced, and a soft landing is possible. Amidst a challenging global scenario, India has emerged as a significant economic and geopolitical power. As per National Statistical Office (NSO), the real GDP growth is estimated at 8.2% for FY 2024 as compared to 7.0% in FY 2023.

The outlook of the company appears strong due to a healthy order book value.

(e) Risk and concerns:

The company could be susceptible to strategy, innovation and business or product portfolio related risks if there is any significant and unfavorable shift in industry trends, customer preferences and change in commodity prices of Raw materials.

Mazda does have the benefit of being well entrenched with many of its customers and getting repeat orders.

Risk emerging from global markets, regulatory or political changes could affect the company’s operations and outlook. Pricing risks are their while quoting with lesser margins to obtain orders matching the prices of competition, leading to pressure on margins during execution. Such risks are averted by fixing minimum margins to be targeted and approval process for additional discounts, based on commercial justification and ensuring margin through back-to-back contracts wherever possible and with consent of client.

Process linkages right from obtaining orders to handing over to Client by planning effectively, timely deployment of resources, adherence to budgets and timelines. In the absence of proper linkage in this regard, actual cost and timelines may vary adversely.

(f) Internal control systems, its adequacy and risk management:

Your Company conducts its business with integrity, high standards of ethical behavior and in compliance with all applicable laws and regulations that governs its business. The company has in place a well-designed strong internal control system in accordance with the size and nature of business and complexity of operations. Internal Control Systems are implemented:

• To safeguard the Company’s assets from loss or damage.

• To keep constant check on cost structure.

• To provide adequate financial and accounting controls and implement accounting standards.

• To detect and prevent fraud and to protect the resources of organization.

• To improve operational efficiency by improving the accuracy and timeliness of financial reporting.

• To set out rules and procedures to ensure the integrity of the financial statement.

During the year, the Company has taken steps to review and document the adequacy and operating effectiveness of internal controls. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

Internal controls are continuously evaluated by the internal auditors and Management. Findings from the internal audits are reviewed by the management and the Audit Committee. The corrective actions and controls have been put in the place wherever necessary.

The Company ensures the periodical Internal Audit is conducted by an independent auditor, whose report is submitted to the Audit Committee and Board of Directors for consideration. During the financial year 2023-24, no significant deficiencies/ material weaknesses that might impact financial statements have been reported by the Internal Auditor as at the Balance Sheet date.

(g) Financial performance including Financial Ratios with respect to operational performance:

The discussion covers the financial results and other developments during the year under review in respect of the company’s published result prepared as per Indian Accounting Standards (IND AS). Highlights below are given only for comparison.

Financial Highlights for operating performance of financial year 2023-24:		(Rs. In lacs)
Particulars	2023-24	2022-23
Total Income	23,201.07	19,385.80
EBITDA	4,634.95	3,950.47
PBT	4,179.00	3,572.23
PAT	3,152.03	2,662.64
Financial Ratios pursuant to Regulation 34 of SEBI (LODR) Regulations, 2015:
Ratios	2023-24	2022-23
(a) Current Ratio	6.82	4.25
(b) Debt-Equity Ratio	-	-
(c) Debt Service Coverage Ratio*	107.90	172.43
(d) Return on Equity (ROE) ratio (%)	15.83	15.22
(e) Inventory Turnover Ratio	5.08	4.38
(f) Trade Receivables Turnover Ratio	6.45	4.89
(g) Trade Payables Turnover Ratio	6.34	6.80
(h) Net Capital Turnover Ratio	1.64	1.73
(i) Net Profit Ratio (%)	13.98	13.90
(j) Return on Capital Employed (%)	19.29	18.89
(k) Return on Investment (%)	9.88	4.46

(h) Details of change in Return on Net Worth as compared to the previous financial year:

The Net Worth of the company stood at Rs. 18590.24 Lacs for the previous financial year as compared to Rs. 21,224.04 Lacs for the year 2023-24, whereas Return on Net Worth for the Year 2023-24 was 14.17% as compared to 14.32% for the previous financial year 2022-23.

(i) Material developments in Human Resources, Industrial Relations, and Health, Safety & Environment:

The company has a strong committed work force nurtured and backed by its professional culture coupled with innovative HR process aimed at strategic alignment with the business objectives.

The number of employees as on 31^st March, 2024 was 233.

Your company’s manufacturing facility at all five units and corporate office are ISO 9001:2015 & 14001:2015, and 45001:2018 certified.

9. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

10. SUBSIDIARIES AND JOINT VENTURES

There are no subsidiaries or joint ventures of your company.

11. DIRECTORS

As on 31^st March, 2024, the Company has eight Directors comprising of two Whole-Time Directors and six Non-executive Directors out of which Three are Independent Directors. There are three women directors out of the Eight Directors.

In accordance with the provisions of Section 152 of the Act and Articles of Association of the company, Mrs. Houtoxi Contractor (DIN: 00499260) and Mrs. Shanaya Mody Khatua (DIN: 01241585), Directors retires by rotation at the forthcoming Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends their re-appointment for the consideration of the Members of the company at the forthcoming Annual General Meeting.

A resolution seeking shareholders’ approval for their re-appointment along with other required details forms part of the Notice.

In pursuance to the provisions of Section 149(10) & (11) of the Act, the tenure of the three Independent Directors is coming to an end at the ensuing Annual General Meeting. The Board of Directors wish to sincerely appreciate and express gratitude for the extensive knowledge and invaluable guidance provided by Mr. Mohib Khericha, Mr. Saurin Palkhiwala and Mr. Nilesh Mankiwala during their distinguished tenure with the Company. Their innovative ideas and strategic thinking have been instrumental in propelling the company to new heights, and their contributions are deeply recognized and admired.

Mr. Mohib Khericha, Chairman of the company being associated with the company since 1992, will be continuing his position as a Non-Executive and now being non-independent Director of the company after completion of his tenure as Independent Director.

Henceforth, three new independent directors are proposed to be appointed at the ensuing Annual General Meeting of the company. A special resolution proposing appointment of Mr. Mihir Dinesh Mehta (Din: 10733016), Mr. Ashok Ruplal kavdia (Din: 00054601) and Mrs. Shetal Utkarsh Bhatt (Din: 10733013) as an Independent Directors of the Company with effect from September 09, 2024 for the term of five years is part of the notice of the ensuing annual general meeting.

Pursuant to the provisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and Secretarial Standard-2 on General Meetings issued by ICSI, brief particulars of the directors proposed to be appointed / re-appointed are provided as an annexure to the notice convening the Annual General Meeting.

All the directors of the company had confirmed that they are not disqualified under the provisions of the Section 164 of the Act.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations read with Regulation 25 of the SEBI Listing Regulations and have complied with the Code prescribed in Schedule IV to the Act.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency and expertise in the fields of finance, auditing, tax and risk advisory services, banking, financial services, investments and they hold highest standards of integrity.

All Independent Directors of your company are registered with IICA. There has been no change in the circumstances affecting their status as independent directors of the Company during the year under review.

12. 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 following persons act as Key Managerial Personnel of the company during the year under review;

a. Mr. Percy Avari, Whole-Time Director (DIN:00499114)

b. Mrs. Shanaya Mody Khatua, Whole-Time Director (DIN: 01241585)

c. Mr. Cyrus Bhagwagar, Chief Financial Officer

d. Mr. Nishith Kayasth, Company Secretary

During the year under review, there are no change in the Key Managerial Personnel of the company.

13. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors met for four (4) times, as prescribed under the Act and SEBI Listing Regulations. The relevant details, including composition of the Board, dates of meetings, attendance and various committees of the Board are given in the Corporate Governance Report forming part of this report.

14. BOARD EVALUATION

According to the provisions of the Act and Regulation 17 of SEBI Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors. Further, the Nomination & Remuneration Committee has carried out the performance evaluation of Senior Management including the Company Secretary and Chief Financial Officer of the company.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The evaluation of Chairman was done based on criteria which among others included managing relationship with shareholder, employees, board, management and leadership qualities. The performance of all Executive Directors as well as Independent Directors has been evaluated by whole Board based on the criteria which includes participation at Board/Committee Meetings, managing relationships with other fellow members and Senior management, personal attributes like ethics and integrity etc. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report forming part of this report.

The Board of Directors expressed their satisfaction with the evaluation process.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Act, with respect to Directors’ Responsibility Statement, your Directors hereby confirm the following:

(i) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2024 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) & (4) of the Act and as per the requirement of SEBI Listing Regulations is given in the Corporate Governance Report forming part of this report.

The policy of the company on Directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, is available on the website, i.e., https://www.mazdalimited.com/Remuneration-Nomination-policy_MazdaLimited.pdf

17. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the company i.e., on https://www.mazdalimited. com/investor-relation.html

18. AUDIT COMMITTEE

The Audit Committee of the Board consists of three Directors viz. Mr. Mohib Khericha, Mrs. Sheila Mody and Mr. Saurin Palkhiwala. Two of them are Independent Directors. The composition, role, terms of reference and powers of the Audit Committee are in accordance with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act and Rules framed thereunder. The details of related party transactions are placed before the Audit Committee for periodical review of the same. The Company has in place a Vigil Mechanism, details of which are available on the Company’s website.

The details pertaining to composition of audit committee, their attendance is included in the Corporate Governance Report, which forms part of this report.

During the year under review, the Board has accepted all the recommendations made by the Audit Committee.

19. SHARE CAPITAL

The share capital of the company as on date of the report is Rs. 4,00,50,000/- consisting of 40,05,000 equity shares of Rs. 10.00 each.

20. TRANSFER TO RESERVES

The company has not transferred any amount to the General Reserve for the financial year ended 31 ^st March, 2024.

21. CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there were no changes in the nature of business carried out by the company. The company has not changed the class of business in which the company has an interest.

22. REPORTING OF FRAUD BY STATUTORY AUDITORS

There was no instance of fraud during the year under review, which required the Statutory Auditor to report to the Audit Committee and / or Board under section 143 (12) of the Act.

23. AUDITORS AND AUDITORS’ REPORT • Statutory Auditor

At the 32^nd Annual General Meeting held on 28^th September, 2022, the members approved re-appointment of M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad (Registration No. 106109W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 32^nd AGM up to the conclusion of 37^th AGM to be held in the year 2027.

The Board has taken note and M/s Mayank Shah & Associates, Chartered Accountants, have confirmed their eligibility under section 141 of the Act and the Rules framed thereunder as Statutory Auditors of the company. As required under

SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31^st March, 2024. The notes on the Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any comments or explanations.

• Secretarial Auditor

Pursuant to requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s Rutul Shukla & Associates, Practicing Company Secretaries (COP: 7470), to undertake the Secretarial Audit and to provide Annual Secretarial Compliance Report of the company for the financial year 2023-24. Secretarial Audit Report is given by M/s Rutul Shukla & Associates, Practicing Company Secretaries and is attached herewith as Annexure-A.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

• Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the company in respect of its manufacturing of other Engineering Goods activity is required to be audited.

As per the requirement of Section 148(3) of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. V. H. Shah & Co., Cost Accountant, Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the financial year 2023-24. As required under the Act, necessary resolution seeking members’ ratification for the remuneration payable to M/s. V. H. Shah & Co., is forming part of the notice convening 33^rd Annual General Meeting of the company.

The firm M/s. V. H. Shah & Co., Cost Accountant was dissolved during the period under review due to the sad demise of one of the partners of the firm. Due to the casual vacancy arise in the office of the cost auditor the same had been filed by the Board of Directors as per Rule 6 (3A) of the Companies (Cost Records and Audit) Rules, 2014 and appointed M/s. Nisha Patel & Associates, Cost Accountant to conduct the cost audit for the financial year 2023-24. Ms. Nisha Patel was the partner of M/s. V. H. Shah & Co., Cost Accountants and Cost auditor of the company.

The Cost Audit Report for the financial year 2023-24 will be submitted to the Central Government in the prescribed format within the time line prescribed under the rules.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans and guarantees given and the investments made by the company as at 31^st March, 2024 form part of the Notes to the financial statements provided in this integrated Annual Report.

During the financial year under review, the company has made investments in schemes of various mutual and debt funds. The market value of investments as at 31^st March, 2024 was Rs. 7,765.26 Lacs.

25. RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and SEBI Listing Regulations, your company has formulated a Policy on Related Party Transactions which is available on company’s website at https://www.mazdalimited.com/Related-Party-Transaction-Policy_ MazdaLimited.pdf.

This Policy deals with the review and approval of related party transactions. The Board of Directors of the company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the Policy on Related Party Transactions.

All related party transactions entered during the year under review were on arm’s length basis and were in the ordinary course of business. All transactions with related party were reviewed and approved by the audit committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable to your company.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the Financial Statements.

26. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report, except as disclosed elsewhere in the report.

28. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy and technology absorption, as required to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - B.

29. MITIGATION OF RISK

Your company has been addressing various risks impacting the company which is provided in the Management Discussion and Analysis Report. However, as per the Listing Regulation constitution of Risk Management Committee for enforcing Risk Management Policy is not applicable to the company.

30. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

In accordance with the provisions of Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 your company has amended the policy as per the recommendation of the CSR Committee with the approval of the Board. The CSR policy is available on the website of the company at https://www.mazdalimited.com/CSR-Policy_MazdaLimited. pdf.

The composition of the Committee and other details are provided in Corporate Governance Report.

The company has implemented various CSR activities through implementing agencies and the activities undertaken by the company are in accordance with the Schedule VII of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-C.

31. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The Board of Directors on the recommendations of the Nomination and Remuneration Committee (NRC), has framed a Policy on selection and appointment of Director(s), Senior Management Personnel and their remuneration. The salient features of Remuneration Policy is stated in the Corporate Governance Report and the policy is available on the website of the company i.e. https://www.mazdalimited.com/Remuneration-Nomination-policy_MazdaLimited.pdf.

The statement of disclosure of Remuneration under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - D to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a Statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report in Annexure- D to this Report.

32. REPORT ON CORPORATE GOVERNANCE

The Board of Directors reaffirm their continued commitment to good corporate governance practices. During the year under review, the company has complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Secretarial Auditor confirming the compliance is forming part of the Report on Corporate Governance, which forms part of the Annual Report.

33. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company’s operations in future.

34. INTERNAL FINANCIAL CONTROL SYSTEM

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.

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

The Company has zero tolerance towards sexual harassment at the workplace. A detailed POSH Policy is in place as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”).

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no cases filed pursuant to the said Act.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ respectively, have been duly complied by your Company during the financial year under review.

37. VIGIL MECHANISM / WHISLTE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) & (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI Listing Regulations, the Board has framed a ‘Whistle Blower Policy and Vigil Mechanism’.

The Company believes in the conduct of the matters in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the Company and their representative bodies to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct.

The policy can be accessed on the company’s website at https://www.mazdalimited.com/Vigil-Mechanism-policy_MazdaLimited. pdf.

During the year, no person has been declined access to the Audit Committee, wherever desired.

38. ESOP

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

39. Insolvency and Bankruptcy Code, 2016

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

40. APPRECIATION

Your Directors are highly grateful for the unstinted support of the Stakeholders, including the Central and State Government Authorities, Stock Exchanges, Financial Institutions, Analysts, Advisors, Local Communities, Customers, Vendors, Business Partners, Shareholders, and Investors forming part of the company for their faith, trust and confidence reposed in the company.

Your directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees to ensure that the company continues to grow and excel in future.

41. CAUTIONARY NOTE

Statements in the “Management Discussion and Analysis” describing the Company’s objectives, expectations or predictions are as perceived currently. Actual results may differ materially from those expressed in this statement. Important factors that could influence the company’s operations include supply and demand conditions affecting selling prices of finished goods, input prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

---

Mar 31, 2018

To,

THE MEMBERS,

MAZDA LIMITED

The Directors are pleased to present the 28th Annual Report on the business and operations of the company together with the Audited Accounts for the financial year ended March 31, 2018.

1. FINANCIAL PERFORMANCE

(Rs. In Lacs)

Sr.No.		Particulars	2017-18	2016-17
		Total revenue	11297.46	12455.33
		(Less): Total expenditure	9488.93	10649.59
	ii	Profit before depreciation, finance cost & tax	1808.53	1805.74
	v	(Less): Finance cost	58.76	47.07
v		(Less): Tax Expenses	414.60	202.96
vi		Cash Profit	1335.17	1555.71
vii		(Less): Depreciation	305.57	263.82
viii		Profit for the year	1029.60	1291.89
ix		Items of OCI for the year	19.05	3.47
x		Surplus brought forward	11371.26	10414.12
xi		Profit after tax available for appropriation	12419.91	11709.48
xii		Dividend on equity shares	310.83	281.03
xiii		Tax on distributed profits	63.28	57.21
xiv		Surplus carried forward	12045.80	11371.26

Note: The previous year figures have been regrouped whenever necessary.

2. DIVIDEND

Your company has a steady dividend payment history and in line with the financial performance of the year 2017-18, your Directors recommend dividend for the year ended 31st March, 2018 at the rate of Rs. 8.10 (i.e. 81%) per equity share of Rs. 10/- each (last year Rs. 7.30 per equity share) amounting to total payment of Dividend of Rs. 344.90 Lacs. The company will pay the Tax on dividend as per the provisions of the Income Tax Act, 1961. The payment of dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (“AGM”).

3. OPERATIONS

During the year under review, total revenue is reduced by 9% and profit after tax reduced by 20% from the previous financial year.

4. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits upto Rs. 22.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The market value of the investment has increased from the previous year from Rs. 47.01 Crores to Rs. 56.84 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to ‘A’ and short term credit ratings to ‘A1’. The outlook of the long term ratings is stable.

5. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 33.70 Crores as compared to Rs. 31.01 Crores for the previous year showing increase by 8.68%.

Your Directors expect moderate improvement in export business in the financial year 2018-19 in anticipation of improved global economic environment.

6. FIXED DEPOSITS

In pursuance of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, your company has not accepted deposits from the public.

7. INSURANCE

Taking into consideration the multiple risks from riot, fire, earthquake, terrorism and other risks considered by the management, your company’s assets and interest of the company are adequately insured.

8. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

9. SUBSIDIARIES AND JOINT VENTURES

There are no subsidiaries or joint ventures of your company.

10. DIRECTORS

Your Board of Directors, has always believed in achieving organizational growth by closely monitoring the performance of the company and management. Your Board ensures statutory and ethical conduct with high quality financial reporting. It holds itself accountable to the shareholders as well as other stakeholders for the long-term well-being of the company.

The ‘Board of Directors’ is constituted with appropriate combination of Executive Directors, Non- Executive Directors, Independent Directors and Woman Directors, as per the prevailing regulatory requirements who have immense knowledge and experience of their respective fields.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with provisions of the Articles of Association of the company, Mr. Samuel Croll - III and Mrs. Houtoxi Contractor, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume, area of expertise and other details of these Directors forms integral part of the Notice of the Annual General Meeting.

11. KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel of the company as on 31st March, 2018;

- Mr. Sorab Mody, Managing Director

- Mr. Percy Avari, Whole-Time Director

- Mrs. Shanaya Mody Khatua, Whole-Time Director

- Mr. Cyrus Bhagwagar, Chief Financial Officer

- Mr. Nishith Kayasth, Company Secretary

None of the Key Managerial Personnel, has resigned during the year ended on 31st March, 2018.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as Annexure - A.

13. NO. OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the financial year 2017-18, the gap of which not exceeding the period as prescribed under the Companies Act, 2013. The relevant details, including composition of the Board, dates of meetings, attendance and various committees of the Board are given in the Corporate Governance Report forming part of this report.

14. INDEPENDENT DIRECTOR’S FAMILIARIZATION PROGRAMME AND EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The company has devised a policy for performance evaluation of the Board, Committees and other Directors (including Independent Directors) which includes criteria for performance evaluation of the Non- Executive Directors and Executive Directors.

The Independent Directors carried out annual performance evaluation of the Board, Board Committees and Individual Directors, Chairman and members of the respective Board Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The details pertaining to Independent Directors familiarization programme and evaluation of Board, their Committees and of the Directors are included in the Corporate Governance Report, which forms part of this report.

15. AUDIT COMMITTEE

The Composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of Securities And Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(“SEBI LODR, 2015”). The Chairman of the Audit Committee is an Independent Director. The Audit Committee invites such of the executives as it considers appropriate to be present at the meeting particularly the Managing Director, the Chief Financial Officer, the representative of Statutory and Cost Auditors and the Internal Auditor of the company. All the members of Audit Committee are financially literate and majority of them have accounting and financial management expertise. Besides having access to all required information within the company, the Committee may investigate any activity within its terms of reference, seek information from any employee. The Board accepted the recommendations of the Audit Committee, if any during the year.

The details pertaining to composition of audit committee, their attendance are included in the Corporate Governance Report, which forms part of this report.

16. SHARE CAPITAL

During the year under review, there has been no change in the paid-up capital of the company. The paid-up equity share capital of the company as on 31st March, 2018 is Rs. 4,25,80,000/During the year under review, the company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

17. DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors confirm that:

(i) In the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud & other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. DECLARATION BY INDEPENDENT DIRECTORS

Your company has received the declarations in the prescribed format from each Independent Director conforming that they meet the criteria of independence as envisaged in the provisions of Section 149 of the Companies Act, 2013, read with Regulation 25 of the SEBI LODR, 2015.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) & (4) of the Companies Act, 2013 and as per the requirement of SEBI LODR, 2015 is attached as Annexure - B.

The policy of the company on directors’ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, i.e. www.mazdalimited.com.

20. CHANGES IN THE NATURE OF BUSINESS, IF ANY

During the year under review, no changes are found in the nature of business carried on by the company. The company has not changed the class of business in which the company has an interest.

21. REPORTING OF FRAUD BY STATUTORY AUDITORS

There are no incidences of fraud reported by the auditors as required under section 143 (12) of the Companies Act, 2013.

22. AUDITORS AND AUDITORS’ REPORT

- Statutory Auditor

At the 27th Annual General Meeting held on 12th September, 2017, the members have approved appointment of M/s Mayank Shah & Associates, Chartered Accountants, Ahmedabad (Registration No. 106109W) to hold office from 27th AGM up to the conclusion of 32nd Annual General Meeting subject to ratification of their appointment at every Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Companies Amendment Act, 2017 enforced on 7th May, 2018 by Ministry Of Corporate Affairs, the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

During the year under review, M/s Mayank Shah & Associates, Chartered Accountants have informed to the company that their appointment, if made, would be within the limits prescribed under section 141 of the Act. They have also furnished a declaration confirming that their independence as well as their arm’s length relationship with the company and that they have not taken up any prohibited non-audit assignments for the company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2018. The notes on the Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any comments or explanations.

- Secretarial Auditor

Pursuant to requirement of Section 204 of the Companies Act, 2013 M/s Rutul Shukla & Associates, Practicing Company Secretaries, has conducted secretarial audit of the company for the financial year 2017-18. Secretarial Audit Report given by Rutul Shukla & Associates, Practicing Company Secretaries is attached as Annexure-C.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditor in their report on the financial statements of the company for the financial year ended 31st March, 2018. The Secretarial Audit Report are self-explanatory and do not call for any comments or explanations.

- Cost Auditor

As per the requirement of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of directors have, based on the recommendation of the Audit Committee, appointed V. H. Shah & Co., Cost Accountant, Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the financial year 2017-18. As required under the act, necessary resolution seeking members’ ratification for the remuneration payable to V. H. Shah & Co., is part of the notice.

The Cost Audit Report for the financial year 2017-18 will be submitted to the Central Government in the prescribed format within stipulated time period.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans and guarantees given and the investments made by the company as at 31st March, 2018 are forming part of financial statements. During the financial year under review, the company has made investments in schemes of various mutual funds market value of which as on 31st March, 2018 is Rs. 56.84 Crores.

24. PARTICULARS OF RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the company during the financial year with related parties were in ordinary course of business and on arm’s length basis. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all Related Parties transactions is placed before the Audit Committee for their approval on quarterly basis. There are no materially significant related party transactions that may have potential conflict with interest of the company at large.

The Particulars of RPTs are stated in note No. 43 in the financial statements of the company.

The policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the company’s website www.mazdalimited.com.

The RPT policy of the company approved by the Board of Directors is displayed on website of the company.

25. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the company, which have occurred between the end of the financial year of the company and the date of this report, except as disclosed elsewhere in the report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - D.

28. RISK MANAGEMENT POLICY

Your company has an elaborate Group Risk Management Framework, which is designed to enable to be identified, assessed and mitigated appropriately. The details related to risk management is given in the Management Discussion and Analysis Report.

29. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

Being a responsible Indian Corporate Citizen and guided by the prevailing regulatory requirements, the company has constituted a ‘Corporate Social Responsibility (CSR) Committee’ in accordance with Section 135 of the Companies Act, 2013 and framed a policy on CSR, summary of which together with details of CSR activities undertaken by the company during the year 2017-18 are available at the website of the company. Pursuant to provisions of Section 135 of the Companies Act, 2013, Mrs. Sheila Mody is the Chairperson of the Committee and Mr. Mohib Khericha and Mr. Percy Avari are members to the Committee.

Your company constantly identifies and implements unique initiatives which are scalable and sustainable and which have the capacity to create a positive impact on the lives of people especially the weaker and undeserved or marginalized sections by contributing to development of health and education of them.

This policy lays a framework to identify and implement different CSR initiatives of the company within the context of this policy and in alignment with relevant provisions of the Companies Act, 2013 while following high standards of Corporate Governance.

CSR Committee of the Board reviews, improves, directs and monitors effective implementation of this policy.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as Annexure - E.

30. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of each director to the median employee’s remuneration and other details in terms of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure - F.

The particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 - Not Applicable.

31. REPORT ON CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Practicing Secretarial Auditors confirming compliance with the conditions of Corporate Governance to the Report on Corporate Governance is attached as Annexure-G.

32. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company’s operations in future.

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

Your company has always believed that appropriate standard of conduct should be maintained by the employees in their conduct and that there should be a safe, indiscriminately and harassment free (including sexual harassment) work environment for individual working in the company. It aims at prevention of harassment of employees and lays down the guidelines for reporting and prevention of sexual harassment.

The company has in place a policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent and contractual) are covered under this policy. No complaints were received by the Committee during the year under review.

34. VIGIL MECHANISM / WHISLTE BLOWER POLICY

Your company has formulated and established a Vigil Mechanism Framework to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct. The objective of this mechanism is to maintain a redressal system which can process all complaints concerning questionable accounting practices, internal controls or fraudulent reporting of financial information.

The mechanism framed by the company is in compliance with the requirements of the Act and Listing Regulations and available on the website of the company at www.mazdalimited.com.

35. APPRECIATION

Your Board of Directors would like to express their sincere appreciation for the assistance, co-operation and support received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Board of Directors also wish to place on record the deep sense of appreciation for the committed services by the company’s executive, staff and workers.

36. CAUTIONARY NOTE

The statements forming part of the Directors’ Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad

Date : 29/05/2018 Sorab Mody Percy Avari

Managing Director Whole-Time Director

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Mar 31, 2016

To,

THE MEMBERS,

MAZDA LIMITED

The Directors are pleased to present the 26^th Annual Report on the business and operations of the company together with the Audited Accounts for the financial year ended March 31, 2016.

1. FINANCIAL PERFORMANCE

(Rs. In Lacs)

Sr. No.	Particulars	2015-16	2014-15
i	Total revenue	12408.23	11925.44
ii	(Less): Total expenditure	10403.31	10056.19
iii	Profit before depreciation, finance cost & tax	2004.92	1869.25
iv	(Less): Finance cost	86.52	49.73
v	(Less): Tax Expenses	486.51	482.06
vi	Cash Profit	1431.89	1337.46
vii	(Less): Depreciation	227.70	213.29
viii	(Less): Prior period items	0.50	1.27
ix	Profit for the year	1203.69	1122.90
x	Balance of Profit brought forward	7318.62	6684.98
xi	Total Profit available for appropriation	8522.31	7807.88
xii	Transfer to general reserve	125.00	125.00
xiii	Proposed Dividend	281.03	255.48
xiv	Dividend Tax	57.21	52.31
xv	Adjustment in fixed assets	0.00	56.47
xvi	Profit carried to Balance Sheet	8059.07	7318.62

Note: The previous year figures has been regrouped whenever necessary.

2. DIVIDEND

Your Directors are pleased to recommend a dividend of 66% to its equity shareholders i.e. Rs. 6.60/- per equity share of face value of Rs. 10/- each aggregating to Rs. 281.03 Lacs (Previous year Rs. 6.00 per equity share of face value of Rs. 10/- each aggregating to Rs. 255.48 Lacs) and Dividend Distribution Tax payable by the company amounting to Rs. 57.21 Lacs (Previous year Rs. 52.31 Lacs) has been appropriated out of the profits. The payment of dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

3. TRANSFER TO RESERVES

During the year under review, your directors propose to transfer the amount of Rs. 125.00 Lacs (Previous year Rs. 125.00 Lacs) to the General Reserve out of the profits of the company.

4. OPERATIONS

During the year under review, your company reported a top-line growth of 4% over the previous year. The Profit before Tax for the year is Rs. 16.91 Crores as against Rs. 16.06 Crores for the previous year showing increase by 5%.

5. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits up to Rs. 24.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The investment amount has increased from the previous year investment of Rs. 32.66 Crores to Rs. 41.16 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to ‘A’ and short term credit ratings to ‘A1 ’. The outlook of the long term ratings is stable.

6. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 26.10 Crores as compared to Rs. 32.10 Crores for the previous year showing decrease compared to the last year due to adverse situation in the global economy.

Your company is continuously improving their technology by way of in-house Research & Development facility and by way of technology collaboration agreement with the global entities.

7. FIXED DEPOSITS

Your company has not accepted any new Fixed Deposits during the year under review. There are no fixed deposits pending in the financial year under review.

8. INSURANCE

The properties and insurable assets and interest of the company, like building, plant and machinery and stocks, among others are adequately insured.

9. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments:

The Economic Survey of India reports the India GDP growth for fiscal 2015-16 at 7.5% making it the fastest growing economy in the world. The effect of gradual implementation of structural reforms is also expected to contribute to higher growth due to major reforms including progress on reforms like Goods and Service tax.

The Indian economy is still volatile in financial year 2015-16, in spite of the fragile business conditions, your company has maintain its presence in the domestic as well as international market. Your company has continued to invest in expansion of our manufacturing and engineering capabilities.

With our comprehensive product range and long years of experience, your company continues to be a preferred supplier for many major customers for a wide range of industry segment for vacuum products. Engineering Business:

The overall business condition of engineering business has remained stagnant for the year under review. Your company’s performance is satisfactory compared to the performance of the engineering sector. Your company has successfully dispatched a large four stage Evaporator system which was supplied for installation at a Common Effluent Treatment Plant (CETP) and it has been successfully commissioned in the year under review. Your company is expecting additional orders from this CETP as well as from other CETPs.

Food Business:

The food division this year has performed very well owing to its outreach to new customers in U.A.E. and Europe. The supply in the domestic Indian market has grown steadily with BCool becoming a recognizable brand in the South of India.

Additionally, your company has also focused on promoting new products which were developed last year including Mango chutney. This product has also shown a lot of promise with repeat orders and increased volume demand from the customers. Your company has broadened natural flavoring and essence range by increasing the number of products offered in its natural range. Your company will soon be shifting to a larger and better manufacturing premises. This will help your company further expand all product types. This additional capacity will enable your company to diversify into new food products and add entirely new product lines to the existing range.

Your company is adding British Retail Consortium (BRC) certification to its quality certificates. Your company has increased and expanded its quality control by purchasing new testing machinery for in-house testing. Your company is also now getting its products externally tested on a regular basis to ensure that our customers receive the highest quality products.

(b) Segment-wise Performance:

Your company has divided the business in two segments i.e. Engineering Division and Food division. Due to overall adverse conditions in the engineering sector, your company’s performance in the engineering segment shows increase in turnover by 3% and the profit in the engineering segment has increased by 4%.

The food business has done exceptionally well in this year which is reflected by an increase in turnover by 8% and profits by 154% due to favourable conditions. The increase in profits in the current year vis a vis the previous year look out of proportion mainly due to a major write off in the previous year related to one defaulting customer.

(c) Outlook:

The outlook for the financial year 2016-17 is optimistic with the GDP growth rate projected to be around 7.5%. As per the Government Report, the slow but steady improvement in size of the Indian economy is likely to continue in 2016-17.

Your company will continue to focus on revenue growth through in house product research facility and addition of new products to our current line of business. Cost reduction will continue to be focus area to ensure profitability.

The process of the land purchasing for setting up the manufacturing facility is completed in the month of July 2016. The setting up of new manufacturing unit will commence shortly.

Trials with new type of absorbent are going on with the technology partner ‘CNIM’ for design and manufacturing of Absorption Refrigeration Units.

The new technology and know-how derived from the Spanish company for Freeze Crystallization System for Zero Liquid Discharge is picking up and your company has dispatched one of the equipment to a Pharmaceutical Company. Another system to one of the reputed client in the Agro Industries will be dispatched during the current financial year. These systems are useful for effluent treatment and achieve Zero Liquid Discharge (ZLD) in agro chemical, chemicals, pesticides and other related industries.

Your company has received a large order for Electro Static Precipitator (ESP) for supply to Soda Ash Industry.

(d) Threat and concerns:

The primary threat continues to be the slow improvement of business sentiment in the engineering products. The revival of the capital intensive projects is key to the success of our company.

However, your company is securing customer orders with superior product quality and strong brand image in the engineering business. Our continuous focus on innovation and up gradation of the technology ensures that we stay ahead in the competition.

(e) Internal control systems and risk management:

The company’s management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting. Your company has a system of Internal Financial Controls and such policies and procedures to be adopted by the company for ensuring efficient conduct of its business, including adherence to company’s policies ensures that all its assets are properly safeguarded and not exposed to risks arising out of unauthorized use or disposal, the accuracy and completeness of the accounting records and the timely preparation of the financial information.

The Internal Financial Control system facilitate prevention and timely detection of any irregularities, errors and frauds. The Internal Controls are continuously assessed and improved or modified to meet changes in business conditions, statutory and accounting requirements.

The company through its Internal Auditors carries out periodic audits to independently asses the design and operating effectiveness of the internal control system to provide a credible assurance to the Board of Directors and the Audit Committee regarding adequacy and operating effectiveness of the Internal Control System. The observations arising out of audit are periodically reviewed by the Audit Committee.

Like any other ongoing business, your company is exposed to a number of potential risks that can adversely affect its business. Your company has established Risk Management System to ensure that risks to the Company’s existence as a going concern and to its development are identified and addressed on timely basis.

The risk management system consists of multi phased process. Initially, all risks are identified by different departments and identified and reported to the management. These risks are then analyzed and evaluated by the company’s management team before these are reported to the Board of Directors.

Your company continuously seeks to identify, assesses, review, manage and work on developing the robustness of the system in term of adequate internal controls and compliances. The business risks are identified and manage throughout all the staff of the company through communication process.

(f) Health, Safety & Environment:

The management is committed to conducting the company’s business in a sustainable manner with stringent procedures around safety systems and processes. Employees across the company were extensively trained and educated on safety awareness and safety measures.

Your company’s manufacturing facility at all four units and corporate office are OHSAS 18001:2007 and ISO 9001:2008 & 14001:2015 certified.

(g) Human Resources and Industrial Relations:

Your company has in place well-established human resource processes for attracting, retaining and nurturing talent by adopting a transparent system of performance evaluation and rewarding performers. Needless to mention that the human resource policies of your company ensure motivation to the employees to give their best and remain committed to achieve the overall objective of the company.

Your company continues to have a smooth and enabling work climate that promotes performance, and innovative thinking while adhering to the highest standard of integrity, trust and ethical behavior.

During the year, extensive training and developmental activities were undertaken for the employees. The company has employed 217 personnel as at 31^st March, 2016. All the employees are having the required qualifications to perform their jobs. Employee’s relations continue to be smooth and cordial and the work atmosphere remain congenial through the year.

10. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

11. SUBSIDIARIES AND JOINT VENTURES

There are no subsidiaries or joint ventures of your company.

12. DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with provisions of the Articles of Association of the company, Mr. Percy Avari and Mrs. Shanaya Mody Khatua, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume, area of expertise and other details of these Directors forms integral part of the Notice of the Annual General Meeting.

13. KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel of the company as on 31^st March, 2016;

-Mr. Sorab Mody, managing Director

-Mr. Percy Avari, Whole-Time Director

-Mrs. Shanaya Mody Khatua, Whole-Time Director

-Mr. Cyrus Bhagwagar, Chief Financial Officer

-Mr. Nishith Kayasth, Company Secretary

None of the Key Managerial Personnel, has resigned during the year ended on 31^st March, 2016.

14. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as Annexure - A.

15. NO. OF MEETINGS OF THE BOARD

During the year under review, the Board of Director met five times, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013. The details of the Board and Board committee meetings held during the year are given in the Corporate Governance Report which forms part of the Annual Report.

16. INDEPENDENT DIRECTOR''S FAMILIARIZATION PROGRAMME AND EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

The details pertaining to Independent Directors familiarization programme and evaluation of Board, their Committees and of the Directors are included in the Corporate Governance Report, which forms part of this report.

17. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

18. SHARE CAPITAL

During the year under review, the company has not increased its paid up capital. The paid up equity share capital of the Company as on 31^st March, 2016 is Rs. 4,25,80,000/-.

During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2016 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud & other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) & (4) and as per the requirement of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 is attached as Annexure - B.

22. CHANGES IN THE NATURE OF BUSINESS, IF ANY

There are no change in the nature of business carried on by the company. The company has not changed the class of business in which the company has an interest.

23. REPORTING OF FRAUD BY STATUTORY AUDITORS

There are no incidence of fraud reported by the auditors as required under section 143 (12) of the Companies Act, 2013.

24. AUDITORS AND AUDITORS’ REPORT

- Statutory Auditor

At the 25^th Annual General Meeting held on 1^st September, 2015, the members have approved reappointment of Apaji Amin & Co., Chartered Accountants, Ahmedabad (Registration No. 100513W) to hold office from last AGM upto the conclusion of 26^th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

M/s Apaji Amin & Co. LLP, Chartered Accountants have informed to the company that their appointment, if made, would be within the limits prescribed under section 141 of the Act. They have also furnished a declaration confirming that their independence as well as their arm''s length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the company.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31^st March, 2016. The notes on the Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments or explanations.

-Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 Secretarial Audit Report for the financial year ended on 31^st March, 2016 given by Rutul Shukla & Associates, Practicing Company Secretaries is attached as Annexure - C.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditor in their report on the financial statements of the company for the financial year ended 31^st March, 2016. The Secretarial Auditor Report are self-explanatory and do not call for any comments or explanations.

-Cost Auditor

As per the requirement of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of directors have, based on the recommendation of the Audit Committee, appointed Shri V. H. Shah, Cost Auditors, Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the financial year 2016-17 commencing from 01^st April, 2016 to 31^st March, 2017 on a remuneration of Rs. 1 Lac. As required under the act, necessary resolution seeking members’ ratification for the remuneration payable to Shri V. H. Shah is part of the notice.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans and guarantees given and the investments made by the company as at 31^st March, 2016 are forming part of financial statements. During the financial year under review, the company has made investments in schemes of various mutual funds closing balance of which as on 31^st March, 2016 is Rs. 41.16 Crores.

26. PARTICULARS OF RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the year under review were on arm’s length basis and in ordinary course of business. All RPTs are placed before Audit Committee for their approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and respective nature. A statement giving details of all RPTs is placed before the Audit Committee for their approval on quarterly basis.

The Particulars of RPTs are stated in note No. 33 in the financial statements of the company.

There are no materially significant related party transactions made by the company during the year under review. The RPTs policy of the company approved by the Board of Directors is displayed on website of the company www.mazdalimited.com.

27. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors’ Report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - D.

30. RISK MANAGEMENT POLICY

The company has structured a risk management policy. The details related to risk management is given in the Management Discussion and Analysis Report.

31. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

Pursuant to the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the company has constituted a CSR Committee. Mrs. Sheila Mody is the Chairperson of the Committee and Mr. Mohib Khericha and Mr. Percy Avari are members to the Committee. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing company’s philosophy, laying down the guidelines and mechanisms for undertaking various social welfare programme for development of the community at large. CSR policy of the company is available at its website: www.mazdalimited.com.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as Annexure - E.

32. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of each director to the median employee’s remuneration and other details in terms of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure - F.

The particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 - Not Applicable

33. LISTING OF EQUITY SHARES:

The Securities and Exchange Board of India (SEBI), on 2^nd September, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective 1^st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with BSE Limited for the same.

34. REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance together with a certificate from the Practicing Company Secretary confirming compliance is set out in the Annexure forming part of Corporate Governance Report attached as Annexure - G.

35. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY’S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company’s operations in future.

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

In line with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, the Company has adopted a "Policy on Prevention of Sexual Harassment at Workplace" There is no complaint related to the Sexual Harassment received during the year under review.

37. VIGIL MECHANISM / WHISLTE BLOWER POLICY

The Board of Directors had adopted the Vigil Mechanism / Whistle Blower Policy. The Policy has provided a mechanism for Directors, Employees and other persons dealing with the company to report to the Chairman of the Audit Committee, any instance of unethical behavior, actual or suspected fraud or violation of the Code of Conduct of the company. The details of the policy has been uploaded on the website of the company www.mazdalimited.com.

38. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

39. CAUTIONARY NOTE

The statements forming part of the Directors’ Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad

Date: 06/08/2016 Sorab Mody Percy Avari

Managing Director Whole-Time Director

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Mar 31, 2015

THE MEMBERS,

MAZDA LIMITED

In the silver jubilee year of the company's operations, Your Directors are pleased to present the 25th Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31, 2015.

1. FINANCIAL PERFORMANCE

(Rs In Lacs) Particulars 2014-15 2013-14

Total revenue 11925.44 10499.23

(Less): Total expenditure 10056.19 8790.25

Profit before depreciation, finance cost & tax 1869.25 1708.98

(Less): Finance cost 49.73 94.30

(Less): Tax Expenses 482.06 452.62

Cash Profit 1337.46 1162.06

(Less): Depreciation 213.29 135.28

(Less): Prior period items 1.27 1.44

Profit for the year 1122.90 1025.34

Balance of Profit brought forward 6684.98 6058.63

Total Profit available for appropriation 7807.88 7083.97

Transfer to general reserve 125.00 125.00

Proposed Dividend 255.48 234.19

Dividend Tax 52.31 39.80

Adjustment in fixed assets 56.47 0.00

Profit carried to Balance Sheet 7318.62 6684.98

2. DIVIDEND & RESERVES

Your Directors are pleased to recommend a dividend of 60% to its equity shareholders i.e. Rs. 6/- per equity share of face value of Rs. 10/- each aggregating to Rs. 255.48 Lacs (Previous year Rs. 5.50 per equity share of face value of Rs. 10/- each aggregating to Rs. 234.19 Lacs). The payment of dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

During the year under review, your directors propose to transfer the amount of Rs. 125.00 Lacs (Previous year Rs.125.00 Lacs) to the General Reserve.

3. OPERATIONS

During the year under review, amid optimism and rising business sentiments, your company reported a top-line growth of 14% over the previous year. The Profit before Tax for the year is Rs. 16.06 Crores as against Rs. 14.79 Crores for the previous year showing increase by 9%.

4. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad with overall banking limits upto Rs. 24.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs.

Your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The investment amount has increased from the previous year investment of Rs. 29.71 Crores to Rs. 32.66 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to 'A' and short term credit ratings to 'A1'. The outlook of the long term ratings is stable.

5. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 32.10 Crores as compared to Rs. 31.07 Crores for the previous year showing marginal increase compared to the last year. Despite adverse situations in the global economy, your company has maintained its exports.

Your company is continuously improving their technology by way of in-house Research & Development facility and by way of technology collaboration agreement with the global entities.

6. FIXED DEPOSITS

Your company has not accepted any new Fixed Deposits during the year under review. There are no fixed deposits pending in the financial year under review.

7. INSURANCE

The properties and insurable assets and interest of the company, like building, plant and machinery and stocks, among others are adequately insured.

9. EMPLOYEE STOCK OPTION

Your company has not issued any Stock Option to their employees.

10. SUBSIDIARIES AND JOINT VENTURES

There are no subsidiaries or joint ventures of your company.

11. DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

During the year under review, members at their previous Annual General Meeting approved the appointment of Mr. Nilesh Mankiwala and Mr. Saurin Palkhiwala as Independent directors for a term of five years. In the said meeting Mr. Mohib Khericha was re-appointed as an Independent Director and Chairman of the company.

Mr. Samuel W. Croll-III and Mrs. Houtoxi F. Contractor, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume, area of expertise and other details of these Directors are mentioned as Annexure-A.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 as required under section 92(3) of the Companies Act, 2013 is attached as Annexure - B.

13. NO. OF MEETINGS OF THE BOARD

During the year under review, the Board of Director met five times. The details of the Board Meeting is provided in the Corporate Governance Report.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2015 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. REPORTING OF FRAUD BY STATUTORY AUDITORS

There are no incidence of fraud reported by the auditors as required under section 143 (12) of the Companies Act, 2013.

16. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

17. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 178(3) &(4) and as per the requirement of clause 49 of the Listing Agreement with the Stock Exchanges is attached as Annexure -C.

18. AUDITORS AND AUDITORS' REPORT

- Statutory Auditor

At the 24th Annual General Meeting held on 30th September, 2014, the members have approved re- appointment of Apaji Amin & Co., Chartered Accountants, Ahmedabad (Registration No. 100513W) to hold office from last AGM upto the conclusion of 25th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2015. The notes on the Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments or explanations.

- Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 Secretarial Audit Report for the financial year ended on 31st March, 2015 given by Rutul Shukla & Associates, Practicing Company Secretaries is attached as Annexure - D. The Secretarial Auditor Report are self-explanatory and do not call for any comments or explanations.

- Cost Auditor

In the year under review, cost audit is not mandatory for the company inspite of the same, the audit of cost accounts relating to the manufacturing of machineries is carried out during the year. As per the requirement of Section 148 of the Companies Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of directors have, based on the recommendation of the Audit Committee, appointed Shri V. H. Shah, Cost Auditors, Ahmedabad (Registration No. 100257) to audit the cost accounts of the company for the financial year 2015-16 commencing from 01st April, 2015 to 31st March, 2016 on a remuneration of Rs. 1 Lac. As required under the act, necessary resolution seeking members' ratification for the remuneration payable to Shri V. H. Shah is part of the notice.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

Particulars of loans given and the investments made by the company as at 31st March, 2015 are forming part of financial statements. During the financial year under review, the company has made investments in schemes of various mutual funds closing balance of which as on 31st March, 2015 is Rs. 32.63 Crores.

20. PARTICULARS OF RELATED PARTY TRANSACTIONS

All related party transactions that were entered into, during the year under review were on arm's length basis and in ordinary course of business. There are no materially significant related party transactions made by the company during the year. Related party transactions policy is available on website of the company i.e. www.mazdalimited.com.

21. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company are mentioned in the Management Discussion and Analysis Report.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required, to be disclosed in terms of Section 134 of the Act, read with the Companies (Accounts) Rules, 2014, is attached as Annexure - E.

24. RISK MANAGEMENT POLICY

The company has structured a risk management policy. The details related to risk management is given in the Management Discussion and Analysis Report.

25. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)

Pursuant to the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the company has constituted a CSR Committee. Mrs. Sheila Mody is the Chairperson of the Committee and Mr. Mohib Khericha and Mr. Percy Avari are members to the Committee.

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing company's philosophy, laying down the guidelines and mechanisms for undertaking various social welfare programme for development of the community at large. CSR policy of the company is available at its website: www.mazdalimited.com.

The requisite details on CSR activities pursuant to Section 135 of the Act and as per Annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 are attached as Annexure - F.

26. PERFORMANCE EVALUATION OF BOARD AND ITS DIRECTORS AND COMMITTEES TO THE BOARD

In compliance with the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the performance evaluation of the Board, their Committees and their members were carried out. The criteria for the same is given in the Corporate Governance Report.

27. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES

The ratio of each director to the median employee's remuneration and other details in terms of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure - G.

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as Annexure - H.

28. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Practicing Company Secretary confirming compliance is set out in the Annexure forming part of Corporate Governance Report attached as Annexure - I.

29. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS

To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.

30. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

For and on behalf of the Board, Place : Ahmedabad Date : 01/08/2015 Sorab Mody Percy Avari Managing Director Whole-Time Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS (Rs. In Lacs) Sr. Particulars 2013-14 2012-13 No.

i Total revenue 10507.08 12254.72

ii (Less): Total expenditure 8798.11 10170.32

iii Profit before depreciation, finance cost & tax 1708.97 2084.40

iv (Less): Finance cost 94.30 63.71

v (Less): Tax Expenses 452.62 638.61

vi Cash Profit 1162.05 1382.08

vii (Less): Depreciation 135.27 142.92

viii (Less): Prior period items 1.44 2.60

ix Profit for the year 1025.34 1236.56

x Balance of Profit brought forward 6058.63 5196.15

xi Total Profit available for appropriation 7083.97 6432.71

xii Transfer to general reserve 125.00 125.00

xiii Proposed Dividend 234.19 212.90

xiv Dividend Tax 39.80 36.18

xv Profit carried to Balance Sheet 6684.98 6058.63

2. DIVIDEND

The Board of Directors are pleased to recommend a final dividend of 55% to its equity shareholders i.e. Rs. 5.50/- per equity share of face value of Rs. 10/- each (Previous year Rs. 5/- per equity share of face value of Rs. 10/- each). The payment of final dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 125.00 Lacs (Previous year Rs. 125.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

During the year under review, due to adverse market conditions and overall slowdown in the economy, the turnover of the company has reduced to Rs. 102.99 Crores against Rs. 120.99 Crores for the previous year showing decrease by 15%. The Profit before Tax for the year is Rs. 14.79 Crores as against Rs. 18.77 Crores for the previous year showing decrease by 21%.

5. FINANCE AND ACCOUNTS

There are no term loans or interest thereon outstanding during the year under review. Your company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad and has increased its non-fund based credit limits by Rs. 5 Crores which makes overall banking limits upto Rs. 24.38 Crores to capture its fund based and non-fund based requirements. The fund based limits are in the form of Cash credit / PCFC loans and non-fund based limits are in the form of Bank Guarantees and LCs. Your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division which has been invested in debt market instruments like fixed maturity plans, liquid funds and bond funds. The investment amount has increased from the previous year investment of Rs. 18.97 Crores to Rs. 29.71 Crores in the year under review.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to ''A'' and short term credit ratings to ''A1''. The outlook of the long term ratings is stable.

6. MANAGEMENT DISCUSSION AND ANALYSIS

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 31.07 Crores as compared to Rs. 38.60 Crores for the previous year decreasing by almost 20% compared to the last year. The export business of your company has shown decrease due to overall recession in the international markets.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production which enhance the reputation of the company in the domestic as well as international market.

8. FIXED DEPOSITS

Your company has not accepted any Fixed Deposits during the year under review. There are no Fixed Deposits pending in the Financial year under review.

9. INSURANCE

The assets of the company are adequately insured against the loss of fire, riot, earthquake, terrorism, etc. and other risks which are considered necessary by the management.

10. DIRECTORS

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

During the year under review, Dr. Nanalal C. Mehta, Chairman and Mr. Dady Contractor, Director have resigned from the Board of Directors of the company due to old age and health reasons. Mr. Harbhajansingh Khalsa, Director resigned from the Board of Directors of the company due to preoccupation elsewhere.

Mrs. Sheila S. Mody, Director, retires by rotation and being eligible, offer herself for re-appointment.

The Board in its meeting held on 02/08/2014, pursuant to the provisions of Sections 149, 150, 152, 178 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV of the Act, subject to approval of shareholders, appointed Mr. Mohib Khericha, existing Independent Director, as Independent Director on the Board of Directors of the Company, for a period of five consecutive years from the date of ensuing Annual General Meeting upto the date of 29th Annual General Meeting of the company.

The Board has also recommended to shareholders the appointment of Mr. Nilesh Mankiwala and Mr. Saurin Palkiwala as Independent directors on Board of the company for a period of Five years effective from the date of ensuing Annual General meeting.

Brief resume, area of expertise and other details of terms of appointment of these Directors forms integral part of the Notice of the Annual General Meeting.

All the Independent Non-Executive Directors of the company have furnished declarations that they qualify the conditions of being Independent as per Section 149(6) & (7) of the Companies Act, 2013.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2014 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

12. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure - A which forms part of Directors'' Report.

14. STATUTORY AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have expressed their willingness to continue, if so appointed as statutory auditors for the financial year 2014-15. As required under the provisions of Sections 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors proposed to be re-appointed.

The Company has received letters from M/s. Apaji Amin & Co., Chartered Accountants to the effect that their appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified from being appointed as Statutory Auditors of the company.

The notes to the accounts referred to in the Auditors'' report are self-explanatory and, therefore, do not call for any further comments.

15. COST AUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company has appointed Mr. V.H.Shah, Cost Accountant as Cost Auditor and they have conducted the cost audit for the financial year under review.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board, Place : Ahmedabad Date : 02/08/2014 Sorab R. Mody Managing Director

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Mar 31, 2013

To THE MEMBERS of MAZDA LIMITED

The Directors have pleasure in presenting the Twenty ThirdAnnual Report on the business and operations of the company together with theAuditedAccounts for the year ended March 31, 2013.

1. FINANCIAL RESULTS

(Rs.in Lacs)

Sr. No. Particulars 2012-13 2011-12

i. Total revenue 12254.72 10471.54

ii. Less: Total expenditure 10160.81 8813.91

iii. Profit before depreciation, finance cost & tax 2093.91 1657.63

iv. Less: Finance cost 73.22 113.28

v. Less: Tax Expenses 638.61 429.71

vi. Cash Profit 1382.08 1114.64

vii. Less: Depreciation 142.92 102.24

viii. Less: Prior period items 2.60 13.63

ix. Profit for the year 1236.56 998.77

x. Balance of Profit brought forward 5196.15 4495.33

xi. Total Profit available for appropriation 6432.71 5494.10

xii. Transfer to general reserve 125.00 100.00

xiii. Proposed Dividend 212.90 170.32

xiv. Dividend Tax 36.18 27.63

xv. Profit carried to Balance Sheet 6058.63 5196.15

2. DIVIDEND

The Board of Directors have recommended a final dividend of 50% to its equity shareholders i.e. Rs. 5/- per equity share of Rs. 10/- each (Previous year Rs. 4/- per equity share of Rs. 10/- each). The payment of final dividend is subject to the approval of the ShareholdersattheensuingAnnual General Meeting.

3. TRANSFERTOGENERALRESERVE

Your directors propose totransfer the amount of Rs.125.00 Lacs (Previous year Rs. 100.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A)ofthe CompaniesAct, 1956 and with referencetothe Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

In spite of global slowdown and difficult economic conditions in India, our company has consistently maintains growth rate in terms of turnover and profits. In the current year under review, the turnover of the company was Rs.120.73 Crores against Rs.103.08 Crores for the previous year showing an increase by 17%. The Profit before Tax for the year is Rs.18.77 Crores as against Rs.14.42 Crores for the previous year showing an increase by 30%.

5. FINANCEANDACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company has overall banking limits of Rs.19.38 Crores to capture its fund requirements.As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, thecompany has investedinshort term market instruments like fixed maturityplans, mutual funds and debtfunds.

During the year under review, ICRA has conducted the surveillance of credit facilities and improved the long term credit ratings to ''A'' from ''A(-) ''and short term credit ratings reaffirmed to ''A1''. The outlook of the long term ratings is stable. Improvement in the long term credit rating displays the strong credibility ofthe company.

6. EXPORTSANDTECHNOLOGYDEVELOPMENTS

Exports for the year were at Rs. 38.60 Crores as compared to Rs. 21.84 Crores for the previous year increasing by almost 77% comparedtothe last year.The export businessofyour company has shown tremendous growthinspiteofglobal recession.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production whichenhance the reputationofthe companyinthe domesticaswellasinternational market.

8. FIXEDDEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amendedtodate.

9. DIRECTORS

Dr. Nanalal C. Mehta, Chairman, who retires by rotation and being eligible offers himself for re-appointment. Mr. Samuel W.Croll-III, Director, who retires by rotation and being eligible offers himself for re-appointment. Mr. Dady K. Contractor, Director, who retires by rotation and being eligible offers himself for re-appointment. The brief resumeoftheappointing directorsare giveninthe Corporate Governance Report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparationofthe annual accounts, the applicable accounting standards have been followed along with proper explanation relatingto material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair viewof the state of affairsofthe companyasat 31st March, 2013 andofthe profitofthe company for the year endedonthat date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared theannual accountsonagoing concern basis.

11. REPORTONCORPORATEGOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGEEARNINGSANDOUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given inAnnexure –Awhich forms part of Directors'' Report.

13. STATUTORYAUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a written certificate to the company certifying that, if they are re- appointed as Auditors of your company such appointment would be within the limits specified in Section 244(1)(B) of the CompaniesAct, 1956. The notes tothe accounts referred to in theAuditors'' report are self-explanatory and, therefore,do not call for any further comments.

14. COSTAUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company is falling within that order and hence appointed Mr. V.H.Shah, Cost AccountantasCostAuditortoconduct costaudit for the financial year 2013-14.

15. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

16. CAUTIONARYNOTE

The statements forming part of the Directors'' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab.R.Mody

Date :03/08/2013 Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of the company together with the Audited Accounts for the year ended March 31,2012.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. No. Particulars 2011-12 2010-11

i. Total revenue 10471.54 8521.51

ii. Less: Total expenditure 8813.91 7258.19

iii. Profit before depreciation, finance cost & tax 1657.63 1263.32

iv. Less: Finance cost 113.28 45.45

v. Less; Tax Expenses 429.71 299.72

vi. Cash Profit 1114.64 918.15

vii. Less: Depreciation 102.24 99.06

viii. Less: Prior period items 13.63 2.57

ix. Add: Valve division net profit - 1073.49

x. Profit for the year 998.77 1890.01

xi. Balance of Profit brought forward 4495.33 3153.46

xii. Total Profit available for appropriation 5494.10 5043.47

xiii. Transfer to general reserve 100.00 200.00

xiv. Interim Dividend paid - 149.03

xv. Proposed Dividend 170.32 149.03

xvi. Dividend Tax 27.63 50.08

xvii. Profit carried to Balance Sheet 5196.15 4495.33



2. DIVIDEND

The Board of Directors have recommended a final dividend of 40% to its equity shareholders i.e. Rs.4/- per equity share ofRs. 10/- each (previous year t 3.50/- per equity share of Rs.10/- each). The payment of final dividend is subject to the approval of the Shareholders at the ensuing Annual General Meeting.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 100.00 Lacs (previous year Rs. 200.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

4. OPERATIONS

For the year under review, the turnover of the Company was Rs. 103.08 Crores against Rs. 84.41 Crores for the previous year showing an increase by 22%. During the year under review, the Company has achieved a milestone by crossing Rs. 100 Crores mark in terms of turnover. The Profit before Tax for the year is Rs. 14.42 Crores as againstRs. 11.19 Crores for the previous year showing an increase by 28.89%. In spite of bad economic condition in India and overall global economy in bad shape, your company has achieved an increased turnover and profits compared to the previous year.

5. FINANCE AND ACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmadabad. Your company has overall banking limits of Rs. 18.38 Crores to capture its fund requirements. At present, the company is not utilizing any of the funded limits except non-fund based limits related to bank guarantees and letter of credit as sanctioned by State Bank of India. As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, the company has invested in short term market instruments like fixed maturity plans, mutual funds and debt funds.

During the year under review, ICRA has conducted the surveillance of credit facilities and re-affirmed the long term credit ratings to 'A-' (A minus) and short term credit ratings to 'A1' (A one). The outlook of the long term ratings is stable. Strong credit ratings by ICRA reflect the company's financial discipline and prudence.

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs.21.84 Crores as compared to Rs. 18.09 Crores for the previous year increasing by almost 20% compared to the last year. The export business has maintained its pace with the domestic market.

Your company is implementing latest technologies to manufacture better quality products. Improved technologies results into better quality production which enhance the reputation of the company in the domestic as well as international market.

8. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

9. DIRECTORS

Mr. Harbhajansingh B. Khalsa, Director, who retires by rotation and being eligible offers himself for re-appointment.

Mrs. Sheila S. Mody, Director, who retires by rotation and being eligible offers herself for re-appointment.

Mrs. Houtoxi F. Contractor, Director, who retires by rotation and being eligible offers herself for re-appointment.

The brief resume of the appointing directors are given in the Corporate Governance Report.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2012 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

11. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of Corporate Governance Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors' Report.

13. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors' Report.

14. STATUTORY AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a written certificate to the company certifying that, if they are re- appointed as Auditors of your company such appointment would be within the limits specified in Section 244(1 )(B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors' report are self-explanatory and, therefore, do not call for any further comments.

15. COST AUDITOR

As per the Circular of MCA Order No. F. No. 52/26/CAB-2010 dated 24/01/2012 ordering the Cost Audit of products falling under certain chapter heads of excise. Your company is falling within that order and hence appointed Mr. V. H. Shah, Cost Accountant as Cost Auditor to conduct cost audit for the financial year 2012-13.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab. R.Mody

Date : 04/08/2012 Managing Director

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Mar 31, 2011

THE MEMBERS, MAZDA LIMITED

The Directors have pleasure in presenting the Twenty First Annual Report on the business and operations of the company along with the Audited Accounts for the year ended March 31,2011.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. Particulars 2010-11 2009-10 No.

i. Sales (excluding excise duty) and other Income 8471.05 8099.02

ii. Profit before interest, depreciation and tax 1209.02 1603.26

iii. Interest 8.86 (-)1.04

iv. Tax Expenses (-)288.10 (-)532.41

v. Cash Profit 929.78 1069.81

vi. Depreciation (-)99.06 (-)113.18

vii. Prior period items (-)2.57 4.33

viii.Valve division net profit 1073.49 -

ix. Profit for the year 1901.64 960.96

x. Balance of Profit brought forward 3153.46 2417.04

xi. Total Profit available for appropriation 5055.09 3378.00

xii. Transfer to general reserve 200.00 100.00

xiii.Interim Dividend paid 149.03 -

xiv. Proposed Dividend 149.03 106.45

xv. Dividend Tax 50.08 18.09

xvi. Profit carried to Balance Sheet 4506.95 3153.46

2. DIVIDEND

Your directors have approved the payment of special interim dividend of Rs. 3.50 per equity share in its Board Meeting held on 29* January, 2011 from the proceeds of slump sale of valve division.

Your directors now recommends a final dividend of Rs. 3.50 per equity share (previous year Rs. 2.50 per equity share) which amounts to Rs. 149.03 Lacs i.e. 35% of the paid-up capital for the year ended 31" March, 2011, subject to approval of the shareholders at the ensuing Annual General Meeting of the company. The total outflow due to dividend payment including interim dividend for the current year will be Rs. 348.14 Lacs which includes dividend distribution tax of Rs. 50.08 Lacs.

3. TRANSFER TO GENERAL RESERVE

Your directors propose to transfer the amount of Rs. 200.00 Lacs (Previous year 100.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transferof profits to Reserve) Rules, 1975.

4. OPERATIONS

The year under review shows increase in the net sales and other income. The net sales & other income of the company during the year increased to Rs. 84.71 Crores against Rs. 80.99 Crores of the previous financial year which amounts to increase of 4.60%.

The profit before tax from business activities decreased by about 25% to Rs. 11.19 Crores from Rs. 14.89 Crores of the previous financial year. The profit aftertax has decreased by 14% to Rs. 8.18 Crores from Rs. 9.57 Crores of the previous financial year. This decrease is mainly due to increase in input material cost, labour cost and change in product mix.

5. SALE OF VALVE DIVISION

In the current year under review, your company has sold its valve division situated at Plot No. 8, Hitendranagar Sahakari Vasahat, Naroda, Ahmedabad to Circor Flow Technologies India Private Limited on a going concern basis as slump sale by way of Business Purchase Agreement dated 01/04/2010 and the transaction has taken place on 01/06/2010 for a value of Rs. 22 Crore subject to adjustment of Net Fixed Assets and Net Current Assets of the valve division as per the agreement. During the year company has received a first tranche payment of Rs. 18.70 Crore and the second and final payment will be received aftertwo years of the transaction date after adjustments as stated in the Business Purchase Agreement. The capital gain and tax on capital gain is shown as extra ordinary item in the Profit and Loss Account.

6. FINANCE AND ACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company at present, has financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company has overall banking limits of Rs. 12.88 Crores to capture its fund requirements. At present, the company is not utilizing any of the funded limits except non-fund based limits related to bank guarantees and letter of credit as sanctioned by State Bank of India. As your company is sufficiently funded from the internal accruals and cash accrual from sale of valve division, the company has invested in short term market instruments like mutual funds and debt funds.

During the year under review, ICRA has conducted the surveillance of credit facilities and upgraged the long term credit ratings from 'LBBB ' to 'LA-' and short term credit ratings from 'A2 ' to 'A1'.

8. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs. 18.09 Crores as compared to Rs. 15.57 Crores for the previous year increasing by almost 16% compared to the last year. The export business is growing with the increased demand in the international markets for engineering products.

Due to technological advancements, your company has derived benefits like improvements in the quality of the current products, cost reductions, development of new and critical products with development of newdesigns for its products.

9. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

10. DIRECTORS

Dr. Nanalal C. Mehta, Chairman, who retires by rotation and being eligible offers himself for re-appointment. Mr. Mohib N. Khericha, Director, who retires by rotation and being eligible offers himself for re-appointment. Mr. Dady K. Contractor, Director, who retires by rotation and being eligible offers himself for re-appointment. The brief resume of the appointing directors are given in the Corporate Governance Report. J

11. DIRECTORS'RESPONSIBILITY STATEMENT -

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

12. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of the Corporate Governance Report.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors' Report.

14. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors' Report.

15. AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to the accounts referred to in the Auditors' report are self-explanatory and, therefore, do not call for anyfurther comments.

16. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

17. CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad Sorab.R.Mody Date : 30/07/2011 Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report on the business and operations of the company along with the Audited Accounts for the year ended March 31,2010.

1. FINANCIAL RESULTS

(Rs. in Lacs)

Sr. No. Particulars 2009-10 2008-09

i. Sales (excluding excise duty) and other Income 8099.02 8079.26

ii. Profit before interest, depreciation and tax 1603.26 1555.81

iii. Interest (-) 1.04 (-) 25.68

iv. Tax Expenses (-) 532.41 (-) 513.27

v. Cash Profit 1069.81 1016.86

vi. Depreciation (-) 113.18 (-) 106.05

vii. Prior period & Extra ordinary items 4.33 18.86

viii. Profit for the year 960.96 929.67

ix. Balance of Profit brought forward 2417.04 1657.00

x. Total Profit available for appropriation 3378.00 2586.67

xi. Transfer to general reserve 100.00 70.00

xii. Proposed Dividend 106.45 85.16

xiii. Dividend Tax 18.09 14.47

xiv. Profit carried to Balance Sheet 3153.46 2417.04

2. DIVIDEND & TRANSFER TO GENERAL RESERVE

Your directors have recommended a dividend of Rs. 2.50 per equity share (previous year Rs. 2.00 per equity share) which amounts to Rs. 106.45 Lacs i.e. 25% of the paid-up capital for the year ended 31* March, 2010, subject to approval of the shareholders at the ensuing Annual General Meeting of the company. The total outflow due to dividend payment for the current year will be Rs. 124.54 Lacs which includes dividend distribution tax of Rs. 18.09 Lacs.

Your directors propose to transfer the amount of Rs. 100.00 Lacs (Previous year 70.00 Lacs) to the General Reserve, having regard to the requirements of Section 205 (2A) of the Companies Act, 1956 and with reference to the Companies (Transfer of profits to Reserve) Rules, 1975.

3. OPERATIONS

The year under review shows marginal increase in the net sales and other income. The net sales & other income of the company during the year marginally increased to Rs. 80.99 Crores against Rs. 80.79 Crores of the previous financial year.

The profit before tax increased by about 5% to Rs. 14.89 Crores from Rs. 14.24 Crores of the previous financial year. The profit aftertax has increased by 5% to Rs. 9.57 Crores from Rs. 9.11 Crores of the previous financial year.

4. FINANCEANDACCOUNTS

During the year under review, your company has regularly paid the principal and interest to the term lender and there has been no default towards them. The company is at present using financial assistance in the form of working capital facilities from State Bank of India, Ahmedabad. Your company had overall banking limits of Rs. 16.86 Crores to capture its fund requirements which have been reduced to Rs. 12.88 Crores as your company is sufficiently funded from the internal accruals. At present, the company is not utilizing any of the funded limits as sanctioned by State Bank of India.

5. POSTAL BALLOT FOR SELLING OF VALVE DIVISION

Your company has obtained the approval of shareholders by way of postal ballot procedure for selling of valve division on a going concern basis as a slump sale to CIRCOR Flow Technologies India Private Limited for a consideration of approx. Rs. 22 Crores by way of Business Purchase Agreement dated 01/04/2010. The transfer / sale of business has taken effect on 01/06/2010.

Mr. Tehmul B. Sethna was appointed as a scrutinizer for conducting the postal ballot. He had submitted his report to the company and the results of the postal ballot were declared on 04/05/2010 and resolutions were passed with 99.90% majority.

6. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Structure and Developments: The year has started with the midst of the global crisis, financial melt down and adverse business conditions as Indian economy growth rate remains below the average level. The government has taken several stimulus measures like cut in excise duty rates, change in interest rates etc. As a result of the same the market sentiments improved in the part of the year.

Engineering Business:

The global economic crisis did impact the continuous growth of your company. However the impact was minimized due to backlog of orders on hand. Your company has gone forward in the "balance of plant supply" for power plants by now supplying complete condensing packages comprising of surface condensers, C.E. pumps, gland steel condensers, air evacuation systems, low pressure feed water heaters and high pressure feed water heaters. The company has bagged orders from prestigious OEMs like Jebson & Jebson, Malayasia and GE Oil & Gas, France.

Food Business:

BCool has added several new products to its portfolio this year. To move away for the volatility of commodity prices, the focus for this year has been preliminarily on food colours, food essences, soya sauce and distilled vinegar. Moreover, this year the food division has also been able to add new countries to its export oriented business. With an increased capacity this year, we have been able to offer our customers faster delivery and improved quality. BCool has also started retailing as an established brand in 2 major supermarkets in the U.A.E. The food division will continue to develop new products in the face of rising food costs. We aim to significantly increase our customer base whilst furthering strong brand recognition this year.

(b) Segment-wise Performance: Your company has divided the business in two segments i.e. Engineering Division and Food Division.

Your companys performance has remained constant in their engineering division as the current year sales has remained more or less the same.

The food business of your company is facing competition and increase in the raw material prices. The sale has increased by 10% in the current year.

(c) Outlook: The Indian economy is getting back to the growth path. The demand of the products will grow in the coming years as the engineering industry is growing with good pace. In the export segment, there are no changes in demand as the markets have not improved at the international level. Notwithstanding the above your company has continued its innovations in the product chain and technology upgradation has resulted in the cost effective production. Your company is an established player in the engineering industry for its products and it offers to introduce new products to maintain its leadership position and to deliver profitable growth.

The utilization of the sale proceeds of the valve division in growth of the main business of the vacuum systems and evaporators will generate handsome profits. Entering into turnkey based projects related to vacuum systems will improve the growth line of the company.

The fourth unit will give additional capacity to the company which will be functional in the next year.

(d) Opportunities and threats: The company has cash reserves which can be used for the development of the companys existing business line. The additional capacity for production will prove to be helpful for catering to better and critical jobs. The orders are coming with ease as markets are now stabilized. As the engineering sector is not badly affected by the downturn and your company is away from the recession, the growth prospects are on good track. There are opportunities for growth as the government has set the platform for improving the performances of the economy.

The continuous increase in the steel prices in the last few years has put pressures on the margins of the company but your company, as you are aware, is in the customized engineering goods manufacturing which helps to maintain its existing margins.

(e) Internal control systems and risk management: Your company has adequate internal control system in place. The internal auditor is viewing your companys performance as well as internal checks and controls are properly reviewed in consultation with the external auditors and Board of Directors of your company.

The company maintains appropriate internal systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unathorised uses or disposition. Company policy, guidelines and procedures are in place to ensure that all transactions are authorised and recorded correctly as well as to provide for adequate checks and balances.

The internal control system together with the external auditors reviews the effectiveness and efficiency of these systems and procedures. The audits are finalised on basis of internal risk assessment.

(f) Human Resources and Industrial Relations: The board wishes to express its deep appreciation to all employees in your company for their contributions to your company during the year.

The company has employed 199 personnel as at 31/03/2010 out of which 50 employees were transferred to CIRCOR w.e.f. 01/06/2010 as per the Business Purchase Agreement with the same terms and conditions of the employment as in your company. All the employees are having the required qualifications to perform their jobs.

The industrial relations scenario in your company remains stable. The company gives priority to the training and development of the employees.

7. EXPORTS AND TECHNOLOGY DEVELOPMENTS

Exports for the year were at Rs.18.09 Crores as compared to Rs. 15.57 Crores for the previous year increasing by almost 16% compared to the last year. The export business is growing with the increased demand in the international markets for the engineering products.

Due to technological advancements, your company has derived benefits like improvements in the quality of the current products, cost reductions, development of new and critical products with development of new designs for its products.

8. FIXED DEPOSITS

Your company has not accepted new Fixed Deposits during the year under review. The matured Fixed Deposits are repaid in time. The existing Fixed Deposits are within the limits prescribed under Companies (Acceptance of Deposits) Rules, 1975 as amended to date.

9. DIRECTORS

Mr. Samuel F. Croll - III, Director, who retires by rotation and being eligible offers himself for re-appointment. Mrs. Sheila S. Mody, Director, who retires by rotation and being eligible offers herself for re-appointment. Mrs. Houtoxi F. Contractor, Director, who retires by rotation and being eligible offers herself for re-appointment. The brief resume of the appointing directors are given in the Corporate Governance Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31 * March, 2010 and of the profit of the company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis.

11. REPORT ON CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors confirming compliance is set out in the Annexure forming part of this report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange earnings & outgo are given in Annexure -A which forms part of Directors Report.

13. EMPLOYEES

As required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date, the particulars of which are given in Annexure - B which forms part of this Directors Report.

14. AUDITORS

M/s. Apaji Amin & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to the accounts referred to in the Auditors report are self-explanatory and, therefore, do not call for any further comments.

15. APPRECIATION

Your Board takes this opportunity to express its sincere appreciation of the excellent contribution made by all its employees towards the overall performance of your company. Your Directors also thank all the shareholders, distributors, suppliers, bankers and other business associates for their valuable service and support during the year under review.

16. CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.

For and on behalf of the Board,

Place : Ahmedabad S.R.MODY

Date : 31/07/2010 Managing Director