Your Directors have pleasure in presenting the 32^nd Annual Report on the business and operations of Mayur Uniquoters
Limited (“the Company” or “Mayur”) along with the Audited standalone & consolidated financial Statements for the Financial
Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The Company has prepared the financial statements for the financial year ended March 31, 2025, in terms of Sections
129, 133 and Schedule III to the Companies Act, 2013 (as amended) (“the “Act”) read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

The Company's financial performance for the year ended March 31, 2025 is summarized as below:

2. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE

During the financial year under review, your Company
continues to create long- term value and there is
remarkable growth of the Company in the market. The
major contributing factors towards the success of
Mayur is its commitment to serve the customer and
shareholders to their satisfaction. Your Company
continues to focus on efficiency and productivity for
future readiness with cautious optimism.

Further information on the business overview and
outlook and state of the affairs of the Company is
discussed in detail in the Management Discussion &
Analysis Report as Annexure-VII.

The Management at the operational level, with the
extensive support of the employees, made it possible
to achieve the organizational activities at the desired
levels / targets and the cumulative efforts turned the
budgets into achievements.

There is no change in the nature of business of the
Company for the year under review.

Revenue and Profit (Standalone)

Your company's total income during the financial year
under review amounted to Rs. 85,987.06 lakhs as
compared to Rs. 79,501.36 lakhs in the previous
financial year and net profit after tax (PAT) amounted to
Rs. 14,100.87 lakhs as compared to Rs. 11,954.78

lakhs in the previous financial year. Accordingly, there
is a remarkable increase in Net Profit After Tax (PAT) by
17.95% during the financial year 2024-25.

Revenue and Profit (Consolidated)

The total income during the year under review
amounted to Rs. 92,086.25 lakhs as compared Rs.
83,482.67 lakhs in previous financial year and net profit
after tax (PAT) amounted to Rs. 14,928.94 lakhs as
compared to Rs. 12,246.83 lakhs in previous year.
Accordingly, there is an increase of 21.90% in the
financial year 2024-25

During the financial year under review, there is an
increase in the profit after tax (PAT) due to
implementation of effective cost savings plans,
increase in sales price along with the significant
increase in sales in overseas subsidiaries.

3. DIVIDEND

Mayur has always endeavored to retain a balance by
providing an appropriate return to the shareholders
while simultaneously retaining a reasonable portion
of the profit to maintain healthy financial leverage with
a view to support and fund the future expansion plans.

During the financial year under review, the Board of
Directors with the approval of the shareholders had
declared the final dividend for the financial year 2023¬
24 of Rs. 3.00 per share of face value Rs 5.00 each
(i.e.60%). Also, the Board at its meeting held on May
08, 2025 has recommended a dividend of Rs. 5.00
per share of face value Rs. 5.00 each (i.e.100%) and
the same is subject to the approval of shareholders at
the ensuing Annual General Meeting to be held on
September 17 2025. The total dividend payout for
financial year 2023-24 was Rs. 1,318.58 lakhs and
proposed final dividend payout for the financial year
2024-25 will be Rs. 2,172.63 lakhs. The dividend pay¬
out is in accordance with the company's dividend
distribution policy.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members effective April 1,
2020 and the Company is required to deduct tax at
source (TDS) from dividend paid to the Members at
prescribed rates as per the Income-Tax Act, 1961.

The Dividend Distribution Policy, in terms of Regulation
43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing
Regulations”), can be accessed on the Company's
website at www.mayuruniquoters.com/pdf/dividend-
distribution-policy.pdf

4. TRANSFER TO RESERVES

Your Board do not propose to transfer any amount to
the General Reserve for the financial year ended March
31, 2025.

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.

86.00. 00.000.00 (Rupees Eighty Six Crore only) divided
into 5,00,00,000 (Five Crores) Equity Shares of Rs.
5.00 (Rupees Five Only) each and 15,25,000 (Fifteen
Lakhs and Twenty Five Thousand Only) Compulsory
Convertible Participating Preference Shares (CCPPS)
of Rs. 400.00 (Rupees Four Hundred Only) each.

During the year under review, the Board of Directors at
their meeting held on August 08, 2024 have approved
the Buy-Back offer of 5,00,000 (Five Lakhs) fully paid-
up equity shares of Rs.5/- (Rupees Five) each at a
price of Rs. 800 (Rupees Eight Hundred Only) per share
for an aggregate amount of Rs. 40,00,00,000/-
(Rupees Forty Crores Only)

Further after the completion of the buy back of equity
shares by the Company, the paid up share capital of
the Company has been reduced from Rs.

21.97.63.000. 00 (Rupees Twenty-One Crores Ninety-
Seven Lakhs Sixty-Three Thousand Only) consisting
of 4,39,52,600 (Four Crores Thirty-Nine Lakhs Fifty-
Two Thousand Six Hundred Only) equity shares of Rs.5/
-(Rupees Five) each to Rs. 21,72,63,000.00 (Rupees
Twenty-One Crores Seventy-Two Lakhs Sixty-Three
Thousand Only) consisting of 4,34,52,600 (Four Crores
Thirty-Four Lakhs Fifty-Two Thousand Six Hundred
Only) equity shares of Rs.5/- (Rupees Five) each.

6. DISCLOSURES RELATING TO SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

The Company along with the following Wholly Owned
Subsidiaries and Step Down Subsidiary is engaged in
the business of manufacturing and supply/trading of
artificial leather not only in the country but also across
the globe Further, during the financial year under review
the Company does not have any Joint Venture or
Associate Company:.

The Company has the following Wholly Owned
Subsidiary Companies:

I. Mayur Uniquoters Corp. (USA) - Wholly Owned
Subsidiary

Mayur Uniquoters Corp. (MUC) was incorporated
in Texas, USA as a domestic for Profit Corporation
under the provisions of Texas State Laws having
its office at 1999, Bryan St. Suite 900, Dallas, Texas.
MUC's main activity is supply of artificial leather to

OEM customer in USA on just in time basis. MUC
is not engaged in any manufacturing activity except
some job work processing which is based on
customers' requirements.

II. Mayur Uniquoters SA (Pty) Ltd. (Johannesburg,
South Africa) - Wholly Owned Subsidiary

Mayur Uniquoters SA (Pty) Ltd was incorporated in
Republic of South Africa and is the Wholly Owned
Subsidiary of the Company. The Company is mainly
engaged in the trading of PVC Vinyl or Artificial/
Synthetic Leather in the territory of Republic of
South Africa.

III. Futura Textiles Inc. (Nevada, USA) - Step Down
Subsidiary.

Futura Textiles Inc. was incorporated in State of
Nevada, USA and is the wholly owned subsidiary
of Mayur Uniquoters Corp. (USA). The Company
is mainly engaged in the business of retail and
whole sale trading of Upholstery of PVC Vinyl or
Artificial/Synthetic Leather.

IV. Mayur Tecfab Private Limited- Wholly Owned
Subsidiary.

Mayur Tecfab Private Limited was incorporated in
Jaipur, Rajasthan as Wholly Owned Subsidiary of
the Company. The Company is mainly engaged
in the business of retail sector and involved in the
trading of Artificial/Synthetic Leather.

V. UAB FUTURA TEXTILES EUROPE, A STEP DOWN
SUBSIDIARY.

During the period under review, Mayur Uniquoters
Corp.(“MUC”), USA Wholly Owned Subsidiary
(“WOS”) of the Company has acquired new Wholly
Owned Subsidiary Company in Lithuania, Europe
by the name of UAB Futura Textiles Europe (“UAB”).
The said company is Step down Subsidiary
Company of Mayur Uniquoters Limited.

UAB is mainly engaged in the business of retail
and whole sale trading of Upholstery of PVC Vinyl
or Artificial/Synthetic Leather.

A statement containing salient features of the financial
statement of each of the subsidiaries, step down
subsidiary companies for the financial year ended
March 31, 2025, in the prescribed format AOC-1, is
attached as Annexure I to the Board Report of the
Company and forms a part of this Annual Report.

In accordance with Section 136 of the Act, the audited
Financial Statements, including the Consolidated
Financial Statements and the related information of

the Company as well as the audited financial
statements of each of its subsidiaries, are available
on the website of the Company at
www.mayuruniquoters.com

These documents will also be available for inspection
on all working days, during business hours, at the
Registered Office of the Company till the date of the
annual general meeting.

To comply with the provisions of Regulation 16(1)(c) of
Listing Regulations, the Board of Directors of the
Company have approved and adopted a Policy for
determining material subsidiaries and the same is
available on Company's website at the web link i.e.
www.mayuruniquoters.com/pdf/policy-on-material-
subsidiary.pdf

There was no company which has ceased to be
Company's Subsidiary or step-down subsidiary during
the financial year ended on March 31, 2025.

7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES AND
THEIR CONTRIBUTION ON OVERALL PERFORMANCE
OFTHECOMPANY

During the financial year under review, there is
significant contribution by the subsidiary companies
to the Consolidated Revenue of the Company and all
the subsidiary companies have performed very well in
their respective global market.

Heading into 2025, Mayur is poised to sustain its
healthy growth trajectory and a fortified market
presence developed over decades. The Subsidiary
Companies of Mayur marks a significant milestone in
the journey of Mayur into the African market and USA
Market. This strategic move underscores the
Company's commitment strengthening its
international footprint, promising to enhance Mayur's
global operations significantly.

Further, the contribution of Subsidiaries to overall
performance of your Company is outlined in Note No.
47 of the Consolidated Financial Statements.

Further during the financial year under review the
Company does not have any Joint Venture or Associate
Company.

8. MATERIAL CHANGES & COMMITMENTS

In pursuance to Section 134(3) (l) of the Act, no material
changes and commitments have occurred after the
closure of the financial year to which the financial
statements relate till the date of this report, affecting
the financial position of the Company.

9. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies
(Accounts) Rules, 2014, no significant or material
orders were passed by the regulators or courts or
tribunals impacting the going concern status and
Company's operations in future.

10. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENT

Pursuant to the provisions of Section 186 of the Act,
and Schedule V of the Listing Regulations, investments
made are provided as part of the financial statements.
There are no loans granted, guarantees given or
securities provided by your Company in terms of Section
186 of the Act, read with the Rules issued there under
during the year under review.

11. RELATED PARTY TRANSACTIONS

The Company has framed a Policy on materiality of
related party transactions and on dealing with related
party transactions in accordance with the Act, and Listing
Regulations. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in
place for all transactions between the Company and
its related parties. The policy is also uploaded on
website of the Company at www.mayuruniquoters.com/

During the year under review, all contracts /
arrangements / transactions entered into by the
Company with Related Parties were in the ordinary
course of business and on an arm's length basis. All
the Related Party Transactions which are of repetitive
nature and proposed to be entered into during the
financial year under review are placed before the Audit
Committee for prior omnibus approval. A statement
giving details of all Related Party Transactions entered
into, as approved, is placed before the Audit Committee
for review on a quarterly basis. None of the transactions
with any of the related parties were in conflict with the
interest of the Company, rather, these were
synchronized and synergized with the Company's
operations.

The disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Act is provided
in Form No. AOC-2 for the financial year ended March
31, 2025, and is appended to this Report as
Annexure-II.

Necessary disclosures required under the Ind AS 24
have been made in Note No. 41 of the notes to the
standalone financial statements for the financial year
ended March 31, 2025.

12. CREDIT RATING

During the financial year 2024-25 Credit Rating Agency
CARE has reaffirmed stable rating as follows:

The Credit Rating is available on the Company's
website at https://www.mayuruniquoters.com/credit-
rating.php

13. BOARD MEETINGS

The details of Board and Committee meetings held
during the financial year 2024-25 are set out in the
Corporate Governance Report which forms a part of
this report as Annexure-VIII.

During the year, the Board of Directors met 4 times,
i.e., on May 21, 2024, August 08, 2024, November 08,
2024, and January 31, 2025. The gap between two
consecutive meetings was within the time period
prescribed under the Act, Secretarial Standard-1 and
as per the Listing Regulations. For details, please refer
to the Report on Corporate Governance, which forms
a part of this Annual Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2025, the composition of the Board of
Directors was in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the Listing
Regulations, with an optimum combination of
Executive, Non-Executive and Independent Directors.

As on the date of this Annual Report, the Board of
Directors of the Company consists of 6 members. The
Board consists of Managing Director, Whole time
Director and 4 Independent Directors.

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

• Mr. Suresh Kumar Poddar (DIN: 00022395) was
re- appointed as Chairman and Managing
Director & CEO with effect from April 01,2023 for
a period of 3 years and his tenure will be
completed on March 31, 2026 and the board has
proposed to reappoint him as Chairman and
Managing Director & CEO at ensuing AGM for a
period of 3 (Three) years commencing from April
01, 2026.

• During the year under review Mrs. Tanuja Agarwal
(DIN: 00269942) has been ceased from the
position of Independent Director of the Company
w.e.f April 10, 2024 due to completion of second
term of her tenure as an Independent Director of
the Company.

• Mr. Pawam Kumar Kumawat has resigned from
the post of Company Secretary and Compliance
Officer of the Company with effect from May 10,
2025 after the close of the business hours.

• Mr. Kapil Arora was appointed as the Company
Secretary and Compliance Officer of the Company
by the board of the company with effect from May
11, 2025.

• In accordance with the provisions of the Section
152 of the Act, and the Articles ofAssociation of the
Company, Mr. Suresh Kumar Poddar (DIN:
00022395), Chairman and Managing Director &
CEO of the Company is liable to retire by rotation
at the ensuing Annual General Meeting (“AGM”)
and being eligible, has offered himself for re¬
appointment. In this regard the relevant resolution
for re-appointment of Mr. Suresh Kumar Poddar
(DIN: 00022395), Chairman and Managing
Director & CEO has been included in the notice
convening the ensuing AGM. The Directors

passed the online proficiency exam as required by the
Indian Institute of Corporate Affairs (IICA) and also
received the confirmation of their registration in the
Independent Directors Database maintained by the
IICA, in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The Independent Directors of the Company have
complied with the Code for Independent Directors as
prescribed in Schedule IV to the Act.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience
(including the proficiency) and are persons of high
integrity and repute. They fulfill the conditions specified
in the Act as well as the Rules made thereunder and
are independent of the management.

The terms & conditions for the appointment of
Independent Directors are given on the website of the
Company i.e. www.mayuruniquoters.com/
appointment-letter-of-independent-director.php

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

Your Company believes that a Board which is well
familiarized with the Company and its affairs, can
contribute significantly to effectively discharge its role
of trusteeship in a manner that fulfils stakeholders
aspirations and societal expectation.

In pursuit of this and in compliance with the
requirements of the Act and the listing regulations, the
Company has put in place a familiarization programme
for the Independent Directors to familiarize them with
their role, rights, and responsibility as Directors, the
working of the Company, nature of the industry in which
the Company operates, business model etc. and the
Company Secretary brief the Directors about their legal
and regulatory responsibilities as Director. All new
Independent Directors inducted into the Board attend
an orientation program which enables them to
augment their knowledge & skills, so that they can
discharge their responsibilities effectively and
efficiently.

The details of such familiarization programmes
imparted to Independent Directors are posted on the
website of the Company and can be accessed at
www.mayuruniquoters.com/familiarisation-
programme-for-independent-directors.php

Apart from the above, the Directors are also given an
update on the environmental and social impact of the
business, corporate governance, developments and
investor relations matters.

17. ANNUAL EVALUATION OF THE BOARD

Pursuant to the provisions of the Act and Listing
Regulations, performance evaluation has been carried
out by the Board, Nomination Remuneration
Committee and by the Independent Directors on the
basis of questionnaire. The Board has carried out an
annual performance evaluation of its own, individual
Directors including Independent Directors (without the
presence of the director being evaluated) and its
Committees.

Board evaluation was carried out on various aspects
revealing the efficiency of the Board's functioning such
as Development of suitable strategies and business
plans, size, structure and expertise of the Board and
their efforts to learn about the Company and its
business, obligations and governance.

The performance of Committees was evaluated by the
Board on parameters such as whether the Committees
of the Board are appropriately constituted, Committees
has an appropriate number of meetings each year to
accomplish all of its responsibilities, Committees
maintain the confidentiality of its discussions and
decisions.

Performance evaluation of every Director was carried
out by Board and Nomination & Remuneration
Committee on parameters such as appropriateness
of qualification, knowledge, skills and experience, time
devoted to Board deliberations and participation in
Board functioning, extent of diversity in the knowledge
and related industry expertise, attendance and
participations in the meetings and workings thereof
and initiative to maintain high level of integrity & ethics.

Independent Director's performance evaluation was
carried out on parameters such as Director upholds
ethical standards of integrity, the ability of the director
to exercise objective and independent judgment in the
best interest of Company, the level of confidentiality
maintained. The Directors expressed their satisfaction
with the evaluation process.

In their separate meeting, the Independent Directors
had carried out performance evaluation of Non¬
Independent Directors and the Board as a whole. The
Independent Directors also carried out the
performance evaluation of the Chairman, taking into
account the views of Executive and Non-Executive
Directors.

The quality, quantity and timeliness of flow of
information between the Company Management and
the Board which is necessary for the Board to effectively

and reasonably perform their duties were also
evaluated in the said meeting.

The Board found the evaluation satisfactory and no
observations were raised during the said evaluation
in current year as well as in previous year.

18. AUDITORS AND AUDITORS' REPORT
Statutory Auditors

Members of the Company in their 29th Annual General
Meeting (AGM) held on July 29, 2022 have appointed
M/s. Walker Chandiok & Co LLP, Chartered Accountants
(FRN 001076N/N500013) as Statutory Auditors of the
Company to hold office for a period of up to 5 (five)
years i.e. till the conclusion of 34th Annual General
Meeting (AGM) of the Company to be held in the
calendar year 2027. Pursuant to Section 139 and 141
of the Act and relevant rules framed there under the
Company has also received the eligibility from Statutory
Auditor confirming their non disqualification for
continuing as auditors of Company.

The Statutory Auditor has issued Audit Reports with
unmodified opinion on the Standalone and
Consolidated Financial Statements of the Company
for the financial year ended March 31, 2025. Further
the Statutory Auditors have not reported any frauds
under Section 143(12) of the Act. The Notes on the
Financial Statements referred to in the Audit Report
are self-explanatory and therefore, do not call for any
further explanation or comments from the Board.

Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulation, 2015 (“Listing Regulations”) and Section
204 of the Companies Act, 2013 and Rules made
thereunder, M/s. V. M. & Associates, Company
Secretaries, Jaipur (FRN P1984RJ039200), was
appointed as Secretarial Auditor to conduct the
secretarial audit of the Company for the Financial Year
2024-25.

The Secretarial Audit Report received in form MR-3
from M/s. V.M. & Associates, Company Secretaries, in
respect of the Secretarial Audit of the Company for the
financial year ended on March 31, 2025, is enclosed
as Annexure-III to this Report. The Secretarial Audit
Report for the financial year 2024- 25, does not contain
any qualification(s), reservation(s) or adverse remarks
and no fraud was reported by the Secretarial Auditors
under Section 143(12) of the Act in their Report.

Further as per the provisions of Regulation 24A of the
Listing Regulations read with SEBI Notification No.
SEBI/LAD-NRO/GN/2024/218 dated December 12,
2024, a listed entity shall appoint or reappoint a
Secretarial Audit firm as Secretarial Auditor for not more
than two terms of five consecutive years with the
approval of its shareholders in its Annual General
Meeting. Accordingly, it is proposed to appoint M/s. V.M.
& Associates, Company Secretaries as Secretarial
Auditor of the Company for a period of five years
commencing from April 01, 2025 to March 31, 2030
subject to the approval of shareholder in the Annual
General Meeting of the Company.

Brief resume and other details of M/s. VM. & Associates,
Company Secretaries in Practice, are separately
disclosed in the Notice of ensuing AGM.

M/s. V.M. & Associates have given their consent to act
as Secretarial Auditors of the Company and confirmed
that their aforesaid appointment (if made) would be
within the prescribed limits under the Act & Rules made
thereunder and Listing Regulations. They have also
confirmed that they are not disqualified to be appointed
as Secretarial Auditors in terms of provisions of the Act
& Rules made thereunder and SEBI (LODR)
Regulations.

Cost Audit and Records

The cost accounts and records as required to be
maintained under Section 148(1) of Act, are duly made
and maintained by your Company. In accordance with
the provisions of Section 148 of the Act and rules made
there under, the Board of Directors of the Company
has appointed M/s. Pavan Gupta & Associates, Cost
Accountants, (FRN 101351), as the Cost Auditor of the
Company for the financial year 2024-25.

The Company has received Cost Audit Report on the
cost accounts of the Company for the financial year
ended on March 31, 2025 and the same has been
filed with Ministry of Corporate Affairs (MCA).

The Board has re-appointed M/s. Pavan Gupta &
Associates, Cost Accountants (FRN:101351) as Cost
Auditor to conduct the audit of cost records of your
Company for the financial year 2025-26.

The remuneration payable to the Cost Auditor is subject
to ratification by the Members at the Annual General
Meeting. Accordingly, the necessary Resolution for
ratification of the remuneration payable to M/s. Pavan
Gupta & Associates, Cost Accountants, for the audit of
cost records of the Company for the financial year 2025-

26, has been included in the Notice of the ensuing
Annual General Meeting of the Company. The Directors
recommend the same for approval by the Members.

During the financial year 2024-25, no fraud was
reported by the Cost Auditor of the Company in their
Audit Report.

Internal Auditor

In accordance with the provisions of Section 138 of the
Act and Rules made thereunder, the Board of Directors
of the Company has appointed M/s. S. Bhandari & Co.,
Chartered Accountants, (FRN: 000560C) as an Internal
Auditor to conduct the Internal Audit of the Company for
the financial year 2024-25.

Further the Board of Directors has re-appointed M/s.
S. Bhandari & Co., Chartered Accountants as an
Internal Auditor of the Company to conduct the Internal
Audit for the financial year 2025-26.

Their scope of work includes review of operational
efficiency, effectiveness of systems & processes,
compliances and assessing the internal control
strengths in all areas. Internal Auditors findings are
discussed and suitable corrective actions are taken
as per the directions of Audit Committee on an on¬
going basis to improve efficiency in operations.

During the financial year 2024-25, no fraud was
reported by the Internal Auditor of the Company in their
Audit Report.

19. BOARD'S COMMITTEES

The Company has constituted various Committees of
the Board as required under the Act, and the Listing
Regulations. For details like composition, number of
meetings held, attendance of members, etc. of such
Committees, please refer to the Corporate Governance
Report which forms a part of this Annual Report as
Annexure-VIII. The intervening gap between the
meetings was within the period prescribed under the
provisions of Section 173 of the Act and Listing
Regulations.

20. PREVENTION OF INSIDER TRADING

To comply with the provisions of Regulation 9 of the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, your Company has
established systems and procedures and has framed
a Code of Conduct to regulate, monitor and report
trading by its designated persons and their immediate
relatives and procedures for fair disclosure of
Unpublished Price Sensitive Information.

The trading window is closed during the time of
declaration of results which prohibits the Directors of

the Company and other designated persons and their
relatives to deal in the securities of the Company on
the basis of any UPSI, available to them by virtue of
their position in the Company. The trading window is
also closed on the occurrence of any material events
as per the code. The same is available on the
Company's website i.e.

www.mayuruniquoters.com/pdf/policy-of-practice-and-procedure-for-fair-

disclosure-of-unpublished-price-sensitive-information.pdf

21. DISCLOSURE RELATED TO POLICIES

Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy,
as part of vigil mechanism as per the provisions of
Section 177 of the Act, and Regulation 22 of Listing
Regulations for Directors and Employees of the
Company. Under the Vigil Mechanism Policy, the
protected disclosures can be made by a victim through
an e-mail or a letter to the Chairperson of the Audit
Committee. The Policy provides for adequate
safeguards against victimization of Directors and
Employees who avail of the vigil mechanism.

The main objective of this policy is to provide a platform
to Directors and Employees wishing to raise concerns
regarding any irregularity, misconduct or unethical
matters / dealings within the Company, which may have
a negative bearing on the organization either financially
or otherwise. The policy is available on the Company's
website at the weblink

www.mayuruniquoters.com/pdf/mul-whistle-blower-

policy.pdf

During the financial year under review, no whistleblower
event was reported and mechanism is functioning well.
and it is affirmed that no personnel of the Company
have been denied access to the Chairperson of the
Audit Committee.

Corporate Social Responsibility (CSR)

The Company has implemented Corporate Social
Responsibility Policy (“CSR Policy”) in accordance with
the provisions of Section 135 of the Companies Act,
2013 read with The Companies (Corporate Social
Responsibility Policy) Rules, 2014 on recommendation
of Corporate Social Responsibility Committee (CSR
Committee) and on approval of the Board of Directors
of the Company. CSR Committee undertakes CSR
activities in accordance with its CSR Policy uploaded
on the Company's website at
www.mayuruniquoters.com/pdf/csr-policy.pdf

The Company has spent a sum of Rs. 258.33 lakhs
towards CSR activities during the financial year under
review. The Annual Report on CSR activities for the

Financial Year 2024-25 as required under Sections
134 and 135 of the Act read with Rule 8 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 and Rule 9 of the Companies (Accounts)
Rules, 2014 is attached to this report as Annexure -IV.

Risk Management Policy

The Management of the Company has always been
consciously reviewing its business operations in
accordance with set rules and procedure and if any
deviation or risk is found, remedial and effective steps
are being taken to minimize the deviation and risk. In
line with the provisions of Regulation 21(5) of SEBI
(LODR) Regulations, the top 1,000 listed entities,
determined on the basis of market capitalization, as at
the end of the immediate previous financial year shall
constitute a Risk Management Committee.

Further pursuant to the provisions of Regulation 21 of
the Listing Regulations , the Company has developed
a Risk Management Policy to build and establish the
process and procedure for Identifying, assessing,
quantifying, minimizing, mitigating and managing the
associated risk at early stage. The main objectives of
the Risk Management Policy is inter-alia,to ensure to
protect the brand value through strategic control and
operational policies and to enable compliance with
appropriate regulations wherever applicable, through
the adoption of best practices.

Your Company assesses several type of risks which
include Business Environment Risks, Strategic
Business Risks and Operational Risks etc. The Board
of Directors periodically reviews and evaluates the risk
management system of the Company so that the
management controls the risks through properly
defined networks. Head of the Departments are
responsible for implementation of the risk
management system as may be applicable to their
respective areas of functioning and report to the Board
and Audit Committee. No risks threatening the
existence of the organization have been identified.

The Risk Management policy is available on the
Company's website at the web link i.e.
www.mayuruniquoters.com/pdf/risk-management-
policy.pdf

Nomination And Remuneration Policy

In accordance with Section 178 of the Act read with
Rule 6 of Companies (Meetings of Board and its
Powers) Rules, 2014 and Regulation 19 of Listing
Regulations, , your Company has constituted a
Nomination and Remuneration Committee (“NRC”),
details of which has been disclosed in the Corporate

Governance Report forming part of this Annual Report.
Your Company has also formulated a Nomination and
Remuneration Policy (“NRC Policy”) in accordance with
Section 178(3) of the Companies Act, 2013 for
Directors, Key Managerial Personnel (KMP) and Senior
Management of the Company. This policy formulates
the criteria for determining qualifications
competencies, positive attributes and independence
for the appointment of a Director and it also provides
guidelines to the NRC relating to the Appointment,
Removal & Remuneration of Directors, KMP and Senior
Management of the Company.

It also provides a manner for effective evaluation of the
performance of the Board, its Committees and
individual Directors. The said policy of the Company is
uploaded on website of the Company at
www.mayuruniquoters.com/pdf/nomination-
remuneration-policy-board-performance-evalution-
policy.pdf

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

In order to prevent sexual harassment of women at
workplace “The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013” was notified on December 09, 2013. Under the
said Act, every Company is required to set up an Internal
Complaints Committee to look into complaints relating
to sexual harassment at work place of any women
employee.

Your Company has always believed in providing a safe
and harassment free workplace for every individual
working in Mayur'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.

In terms of the provisions of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013, the Company has in placed a
robust policy for prevention of Sexual Harassment of
Women at workplace. The policy aims at prevention of
harassment of employees as well as contract workers
and lays down the guidelines for identification, reporting
and prevention of sexual harassment and your
Company has also set up an Internal Complaints
Committee to look into complaints relating to sexual
harassment at work place of any women employee
and follows the guidelines provided in the policy.

The summary of the complaints received and disposed
of related to sexual harassment during the year 2024¬
25 is provided below:

23. MATERNITY BENEFIT COMPLIANCE

Pursuant to Clause (xiii) of sub-rule (5) of Rule 8 of the
Companies (Accounts) Rules, 2014, the Board of Di¬
rectors hereby confirms that the Company has com¬
plied with the provisions of the Maternity Benefit Act,
1961 during the year under review. All eligible female
employees are extended maternity benefits in accor¬
dance with the Act, including paid maternity leave, nurs¬
ing breaks, and protection from dismissal during the
maternity period. During the review period, no in¬
stances of non-compliance were observed.

24. ANNUAL RETURN

Pursuant to Section 92(3) read with Section134(3)(a)
of the Act, the Company has placed a copy of the Annual
Return as on March 31, 2025 on its website at
www.mayuruniquoters.com/pdf/annual-return-for-the-
fy-ended-on-31-03-2025.pdf

25. DEPOSIT

The Company has neither invited nor accepted or
renewed any deposit amount falling within the purview
of Section 73 of the Companies Act, 2013 (the Act) read
with the Companies (Acceptance of Deposit) Rules,
2014, during the year under review. No amount of
principal or interest was outstanding as on March 31,
2025. Hence, the requirement of providing details
relating to deposits as also of deposits which are not
in compliance with Chapter V of the Act, is not
applicable.

26. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adequate Internal Financial
Controls (IFC) System operating effectively to ensure
the orderly and efficient conduct of its business
including adherence to company polices, safeguarding
of its assets, optimal utilization of resources, prevention
& detection of frauds and errors, accuracy &
completeness of accounting records and timely
preparation of reliable financial information. The
Internal Control is supplemented by the detailed

internal audit programme, reviewed by management
and by the Audit Committee.

The standard controls defined in the IFC framework
are reviewed by the Internal auditors and management
concurrently to strengthen the existing processes and
activities of the company by way of formulating new
guidelines and incorporating necessary changes in
the standard operating procedure of the Company.

Based on the results of assessments carried out by
the management, no reportable or significant
deficiencies, no material weakness in the design or
operation of any control was observed during the
period. The Audit Report of the Company does not
contain any reportable weakness in the Company
related to IFC. The internal financial controls with
reference to the Financial Statements are
commensurate with the size and nature of business
of the Company and are operating effectively.

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

The Information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as
stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 is
attached to this report as Annexure V.

28. PARTICULARS OF EMPLOYEES

Your Company firmly believes that a well-planned
human resource management programme that is
tailored to your organization and staff can actually
improve your business's bottom line.

Our teams are integral to our business. We have
embraced a culture of excellence to nurture our people.
We believe in selecting the right talent, training them
and instilling in them the spirit of Mayur Uniquoters.
We focus on developing the most superior workforce
so that the organization and individual employees can
accomplish their work goals in service to customers.
We also aim at achieving advance flexibility, innovation,
competitive advantage and improved business
performance.

Mayur follows a performance measuring tool like Job
Performance Analysis and other Key Performance
Indicators (KPI), applicable depending on their position
in the organization, by which periodical evaluation of
the employees' performance is done based on their
area of working. This also encourage them to work
hard and efficiently at all levels of work.

The statement of disclosure of remuneration under
Section 197 of the Act read with Rule 5(1) of the

Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ('Rules'), is
attached to this report as Annexure VI.

Further, as per second proviso to Section 136(1) of the
Act read with second proviso of Rule 5 of the Rules,
the Board's Report and Financial Statements are being
sent to the Members of the Company excluding the
statement of particulars of employees as required
under Rule 5(2) of the Rules. Any member interested
in obtaining a copy of the said statement may write to
the Compliance Officer at secr@mayur.biz The said
statement is also available for inspection by the
Members at the Registered Office of your Company on
all days except Saturday, Sunday and Public Holidays
up to the date of AGM i.e. September 17, 2025 between
11:00 a.m. to 5:00 p.m.

29. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion & Analysis Report for the year
under review, as stipulated under Regulation 34(2) (e)
of SEBI (LODR) Regulations is annexed herewith as
Annexure-VII.

30. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements set out by
Securities and Exchange Board of India. The corporate
governance report and certificate received from, M/s.
V.M & Associates practicing Company Secretaries for
confirming the compliance of conditions as required
by Regulation 34(3) read with Part E of Schedule V of
the listing regulations, form part of the Board's Report
and the same is annexed herewith as Annexure-VIII.

31. INVESTOR EDUCATION AND PROTECTION FUND

It is hereby informed that pursuant to Section 124 of
the Act and the applicable Rules, the shares on which
dividend has not been paid or claimed by the
shareholders for seven consecutive years or more
shall also be transferred to the IEPF Authority. Therefore
the concerned shareholders are requested to contact
to the Nodal Officer of the Company. The Details of
Nodal Officer of the Company are as follows:

The above mentioned details of Nodal Officer can also
be accessed on the website of the Company, the link
of the same is

www.mayuruniquoters.com/pdf/contact-details-of-

nodal-officer-and-procedure-to-claim-refund.pdf

During the financial year under review, the Company
has transferred the amount of unpaid dividend till the
financial year 2017-18 (Second Interim Dividend) to
the Investor Education and Protection Fund under the
provisions of the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016. The same is available on the Company's
website i.e. www.mayuruniquoters.com and the
Company has transferred 18,909 Equity shares of
Rs. 5/- each to Investor Education and Protection Fund
(IEPF) pursuant to Section 124 of the Companies Act,
2013 within the scheduled time.

Further, all the shares in respect of which dividend has
remained unclaimed for seven consecutive years or
more from the date of transfer to unpaid dividend
account shall also be transferred to the demat account
of IEPF Authority. The said requirement does not apply
to shares in respect of which there is a specific order
of Court, Tribunal or Statutory Authority, restraining any
transfer of the shares.

In the interest of the shareholders, the Company sends
periodical reminders to the shareholders to claim their
dividends in order to avoid transfer of dividends/shares
to IEPF Authority. Notices in this regard are also
published in the newspapers and the details of
unclaimed dividends and detail of shareholders whose
shares are liable to be transferred to the IEPF Authority,
are uploaded on the Company's website i.e.
www.mayuruniquoters.com

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report for
the Financial Year 2024-25 describing the initiatives
taken by the Company from an Environment, Social
and Governance perspective as stipulated under
Regulation 34(2)(f) of SEBI (LODR) Regulations forms
part of the Annual Report and the same is annexed
herewith as Annexure-IX.

33. LISTING OF SHARES

Your Company's shares are listed at BSE Limited and
National Stock Exchange of India Limited and the listing
fee for the year 2025-26 has been duly paid.

34. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act, your
Directors state and confirm that:

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

b. the Directors had selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31,
2025 and of the profit and loss of the Company for
the year ended on March 31, 2025;

c. the Directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. the Directors have prepared the annual accounts
on a 'going concern' basis;

e. the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
are operating effectively; and

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

35. OTHER DISCLOSURES

• The Company is in regular compliance of all the
applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.

• No application has been made under the
Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application

made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at
the end of the financial year is not applicable;

• There was no revision of financial statements and
Board's Report of the Company during the year
under review;

• Company has not issued equity shares with
differential rights as to dividend, voting or
otherwise;

• The Company has not issued any sweat equity
shares to its directors or employees; and

• There was no instance of one-time settlement with
any Bank or Financial Institution.

36. ACKNOWLEDGEMENT

Your Company's organizational culture upholds
professionalism, integrity and continuous
improvement across all functions as well as efficient
utilization of the Company's resources for sustainable
and profitable growth.

Your Directors wish to place on record their appreciation
for the sincere services rendered by employees of the
Company at all levels. Your Directors also wish to place
on record their appreciation for the valuable co¬
operation and support received from various
Government Authorities, Banks/Financial Institutions
and other stakeholders such as members, customers
and suppliers, among others. Your Directors also
commend the continuing commitment and dedication
of employees at all levels which has been vital for the
Company's success.

The Board is deeply grateful to our investors and
shareholders for the unwavering confidence and faith
in us and look forward to their continued support in
future.

For and on behalf of the Board of
Mayur Uniquoters Limited

Suresh Kumar Poddar

Place : Jaipur (Chairman and Managing Director & CEO)

Dated : July 30, 2025 DIN: 00022395