Your Board of Directors are pleased to present the 112^th Annual Report on the business and operations of the Company
together with the audited financial statements for the financial year ended on March 31,2026.

FINANCIAL RESULTS

The financial results of the Company are as under:

OVERVIEW, STATE OF THE COMPANY AFFAIRS AND
THE YEAR IN RETROSPECT

In 2025-26, the global economy faced headwinds
stemming from shifts in trade policies, including tariff
measures imposed by the United States and rising
trade barriers. These pressures were partly offset by
technology-driven investments, monetary support
across major economies, and the adaptability of the
private sector. Despite these challenges, the Indian
economy demonstrated strong resilience and is
expected to remain among the fastest-growing major
economies in the world, supported by robust domestic
consumption, expanding export opportunities, and
favorable government policies.

During 2025-26, the Company delivered significant
growth and improved financial performance, reflecting
a broader-based expansion across the textiles, digital
infrastructure, and consumer durables categories.
This growth was driven by the successful execution of
large-scale institutional orders, expansion of the product
portfolio, and a robust pan-India supply chain network.

For 2025-26, the Company reported a total income of
' 3,902.15 Crores, representing year-on-year growth
of 37.14%. EBITDA stood at ' 124.85 Crores, reflecting
growth of 17.00%, while Profit Before Tax was
' 96.70 Crores, underscoring strong operational
execution and prudent financial management.

BORROWINGS, LOANS, GUARANTEES AND
INVESTMENTS

During the year under review, the Company repaid
long-term borrowings amounting to ' 14.26 Crores,
reinforcing its commitment to prudent financial
management and a stronger balance sheet. The
Company extends its sincere appreciation to its
banking partners and financial institutions for their
continued support and confidence, which have been
instrumental in facilitating its growth and meeting its
financial obligations.

In accordance with the provisions of Section 186 of the
Companies Act, 2013, the Company has not granted
any loans or provided any guarantees during the

financial year under review. However, the Company has
made an investment of ' 51,00,000/- (Rupees Fifty-One
Lakhs only) by subscribing to 51,00,000 (Fifty-One Lakhs)
equity shares of face value of ' 1/- (Rupee One) each in the
equity share capital of its newly incorporated subsidiary,
Mafatlal Apparel Exports Private Limited (MAEPL).

Further, with a view to facilitate the expansion of
business activities and to meet the working capital
requirements and capital expenditure of its subsidiary
companies, joint venture companies, and associate
companies, the Board of Directors have proposed that
the Company may, from time to time, provide loans,
give guarantees, or offer securities in connection with
borrowings of such entities, for an aggregate amount
not exceeding ' 150 Crores (Rupees One Hundred
Fifty Crores only) outstanding at any point of time.
The aforesaid limit for granting loans, guarantees, or
securities is subject to the approval of the members
as Special Resolutions, through postal ballot only by
remote e-voting process ('e-voting') in compliance
with the applicable provisions of Sections 185 and 186
of the Companies Act, 2013. The postal ballot process
commenced on May 01, 2026, and the results of
e-voting will be announced on or before June 03, 2026.

CREDIT RATING

During 2025-26, the Company’s credit profile witnessed
a notable improvement, as evidenced by upgrades from
the leading credit rating agencies.

Acuite Ratings & Research Limited revised the
Company's credit rating to 'ACUITE A-' (Upgraded)
with a Stable outlook for long-term facilities, and to
'ACUITE A2 ' (Upgraded) for short-term facilities. This
upgrade reflects the Company’s stronger financial
position, consistent operational performance and sound
credit metrics.

CARE Ratings Limited reaffirmed the Company’s
credit ratings to 'CARE BBB ' with a Stable outlook for
long-term facilities and 'CARE A2' for short-term
facilities.

A detailed analysis of the Company’s financial
and operational performance is presented in the
Management Discussion and Analysis Report, which
forms an integral part of this Annual Report.

DIVIDEND

During the year under review, the Board of Directors
declared and paid an interim dividend of ' 1.25/- per
equity share of ' 2/- each (i.e., 62.50% of the face
value), which was disbursed in November 2025. Further,
based on the Company's performance, the Board has
recommended a Final Dividend of ' 1.25/- per equity
share of ' 2/- each (i.e., 62.50% of the face value) for
the financial year ended March 31, 2026, subject to
the approval of members at the 112^th Annual General
Meeting. With this, the total dividend for the financial
year 2025-26 amounts to ' 2.50/- per equity share of
' 2/- each, representing 125% of the face value.

The Company has adopted a Dividend Distribution
Policy in compliance with Regulation 43A of the SEBI
(LODR) Regulations, 2015, which establishes the
principles to ascertain amounts that can be distributed
to equity shareholders as dividend by the Company.
The dividend recommendation is in accordance with
the Company's Dividend Distribution Policy, which is
available on the Company's website at:https://www.
mafatlals.com/investors/.

In accordance with SEBI Circular SEBI/HO/MIRSD/
MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 and
SEBI Circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/81

dated June 10, 2024 (effective from April 01, 2024),
dividend payments will be withheld for shareholders
holding shares in physical form if any KYC details are not
updated as of the record date. Intimations have already
been sent to the concerned shareholders, advising
them to update their KYC details by submitting the
relevant ISR forms along with self-attested supporting
documents. These forms can be downloaded from the
websites of the Company and its Registrar and Transfer
Agent (RTA).

Pursuant to the Finance Act, 2020, read with applicable
provisions of the Income-tax Act, 1961, dividend income
is taxable in the hands of shareholders with effect
from April 01, 2020. Accordingly, the Company shall
deduct tax at source (TDS) on the dividend payment
at the prescribed rates, in compliance with applicable
tax laws.

UNCLAIMED DIVIDEND AND INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the
Companies Act, 2013, any dividend remaining unclaimed
for a period of seven consecutive years is required to be
transferred to the Investor Education and Protection Fund
('IEPF'). Since the Company had not declared any dividend
after the financial year 2016-17, no unclaimed dividend
amount was otherwise due for transfer to the IEPF.

As on March 31, 2026, 10,70,984 equity shares of
' 2/- each, representing 1.48% of the total equity share
capital of the Company, are lying with the Investor
Education and Protection Fund (IEPF). Details of the
shares and dividend transferred to the IEPF account are
available on the Company's website at:https://www.
mafatlals.com/investors/.

The Nodal Officer for the purpose of compliances
relating to IEPF is Mr. Amish P. Shah, Company Secretary
and Compliance Officer of the Company. The details of
the same are mentioned on the Company's website.

CAPITAL STRUCTURE OF THE COMPANY

During the year under review, the Company allotted an
aggregate of 2,53,500 fully paid-up equity shares of
' 2/- each under the Mafatlal Employee Stock Option
Scheme-2017. Consequently, the subscribed and
paid-up equity share capital of the Company increased
from ' 14,38,20,860/- to ' 14,43,27,860/-, comprising
7,21,63,930 equity shares of ' 2/- each.

There was no issue of equity shares with differential
rights as to dividend, voting, or otherwise during the
year. Additionally, the Company did not undertake any
buyback of shares during the year under review.

APPOINTMENT/RE-APPOINTMENT AND CESSATION
OF DIRECTORSRe-appointment of Director retiring by rotation

Pursuant to Section 152(6) of the Companies Act,
2013 and the Articles of Association of the Company,
Mr. Priyavrata H. Mafatlal (DIN: 02433237), retires
by rotation at the forthcoming 112^th Annual General
Meeting and being eligible offers himself for re¬
appointment.

The requisite particulars in respect of Director seeking
re-appointment is provided in Notice convening the
Annual General Meeting.

All the Directors of the Company have confirmed that
they are not disqualified from being appointed as
directors under Section 164 of the Companies Act, 2013.

Re-appointment of Executive Directors

The term of Mr. Hrishikesh A. Mafatlal (DIN: 00009872)
as Executive Chairman will expire on October 31,2026.
Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors, at
its meeting held on May 05, 2026, has approved his
re-appointment as Executive Chairman for a further
period of two years with effect from November 01,2026,
up to October 31,2028, on revised terms and conditions
of appointment, subject to the approval of the members
at the forthcoming 112^th Annual General Meeting (AGM).
Mr. Hrishikesh A. Mafatlal has voluntarily not drawn any
remuneration during his last two terms of appointment.

The term of Mr. Priyavrata H. Mafatlal (DIN: 02433237)
as Managing Director will expire on October 31, 2026.
Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors, at
its meeting held on May 05, 2026, has approved his
re-appointment and re-designation, prior to the expiry
of his existing tenure on October 31, 2026, proposed to
re-designate him as Managing Director and Chief Executive
Officer (MD & CEO) with effect from June 01, 2026, on
revised terms and conditions of appointment for a further
period of three years till May 31, 2029, subject to the
approval of the members at the forthcoming 112^th Annual
General Meeting (AGM).

Details of policy of appointment and remuneration of
Directors are available on the website of the Company
at:https://www.mafatlals.com/investors/.

Cessation

Upon completion of their respective second terms
as Independent Director, Mrs. Latika P. Pradhan
(DIN: 07118801) ceased to be an Independent
Director from the close of business hours on April 16,
2025. Further, Mr. Sujal A. Shah (DIN: 00058019) and
Mr. Gautam G. Chakravarti (DIN: 00004399) ceased
be an Independent Director from the close of business
hours on May 29, 2025.

The Company places on record its sincere appreciation
for their contribution during their tenure on the Board.

CHANGES IN KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, following are the Key
Managerial Personnel (KMP) of the Company during
the financial year.

• Mr. Priyavrata H. Mafatlal, Managing Director and
Chief Executive Officer (from June 01,2026)

• Mr. M. B. Raghunath, Chief Executive Officer
(up to May 31,2026)

• Mr. Milan P Shah, Chief Financial Officer
(up to May 31,2025)

• Mrs. Smita Jhanwar, Chief Financial Officer
(from June 01,2025)

• Mr. Amish P. Shah, Company Secretary

During the year under review, there were significant
changes in Key Managerial Personnel of the Company.

Mr. Milan P Shah, Chief Financial Officer of the
Company, superannuated from the services of the
Company with effect from May 31, 2025. Based
on the recommendations of the Nomination and
Remuneration Committee and the Audit Committee,
the Board of Directors, at its meeting held on May 13,
2025, approved the appointment of Mrs. Smita Jhanwar
as the Chief Financial Officer (CFO) of the Company
with effect from June 01,2025. She has been with the
Company for over nine years and was appointed as
Vice President-(Finance) in the previous year.

Mr. M. B. Raghunath, Chief Executive Officer of the
Company, will superannuate on the completion of sixty
years of age with effect from May 31,2026. Based on the
recommendations of the Nomination and Remuneration
Committee, the Board of Directors, at its meeting held
on May 05, 2026, approved the re-appointment and
re-designation of Mr. Priyavrata H. Mafatlal as
Managing Director and Chief Executive Officer (MD &
CEO) of the Company with effect from June 01, 2026.
Post superannuation, Mr. M. B. Raghunath will continue
to contribute to the Company in the areas of Strategy
and Projects.

COMMITTEES OF BOARD

As required under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015, the Company has
constituted various Statutory Committees. As of
March 31,2026, the Board has constituted the following
committees/sub-committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship/Investor’s Grievance
Committee

• Corporate Social Responsibility (CSR) Committee

• Share Allotment Committee

• Investment and Diversification Committee

The details including the composition of the Committees,
attendance at the Meetings and terms of reference are
included in the Corporate Governance Report, which
forms a part of the Annual Report 2025-26.

INDEPENDENT DIRECTORS AND THEIR MEETING

In terms of Section 149 of the Companies Act, 2013,
Mr. Atul K. Srivastava, Mr. Ashutosh S. Bishnoi,
Mr. Abhay R. Jadeja, Mr. Jyotin K. Mehta, Mr. Desh
Deepak Khetrapal and Dr. Archana N. Hingorani are the
Independent Directors of the Company. Two separate
meetings of the Independent Directors were duly held
during the financial year.

In accordance with Regulation 25(8) of the SEBI (LODR)
Regulations, 2015, all Independent Directors has
confirmed that they are not aware of any circumstances
or situation which exists or may reasonably be
anticipated to impair or impact their ability to discharge
their duties. Based on the declarations received from
the Independent Directors, the Board of Directors have
confirmed that they meet the criteria of independence
as mentioned under Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR)
Regulations, 2015, and that they are independent of the
management.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status as
Independent Directors of the Company and the Board
is satisfied of the integrity, expertise and experience
(including proficiency in terms of Section 150(1) of the
Companies Act, 2013 and applicable rules thereunder)
of all Independent Directors on the Board.

Further, in terms of Section 150 of the Companies Act,
2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as
amended, time to time, the Independent Directors of
the Company have included their names in the data
bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs ('MCA').

During the year under review, the Non-Executive
Independent Directors ('NEIDs') of the Company had no
pecuniary relationship or transactions with the Company,
other than sitting fees and remuneration by way of
commission, as applicable, received by them except
Mr. Abhay R. Jadeja.

The Company has availed legal professional services
from Jadeja & Partners (formerly known as Jadeja
and Satiya), a Mumbai-based law firm in which
Mr. Abhay R. Jadeja, Independent Director of the
Company, is a partner. The said firm provides legal
consultancy services, including consultation, drafting,
vetting, and review of various legal documents and
matters, as and when required by the Company. The
professional fees paid to the firm were determined on
the basis of prevailing market rates. All transactions
with the said law firm were undertaken on an arm’s
length basis and in the ordinary course of business. The
Board is of the opinion that such engagements are in
the best interest of the Company.

The aforesaid related party transactions were duly
reviewed and approved by the Audit Committee in
accordance with the applicable provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations,
2015. The details of payments made during the year
form part of the Related Party Transactions disclosed in
the standalone and consolidated financial statements
of the Company.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies
Act, 2013, as amended from time to time and in
accordance with Regulations 17 and 25 of the SEBI
(LODR) Regulations, 2015, the Board of Directors

have carried out an annual evaluation of its own
performance, the performance of Individual Directors
and the functioning of its Committees, including the
Audit Committee, the Nomination and Remuneration
Committee and other Committees of the Board.

The performance evaluation of the Whole-Time/
Executive Directors was conducted based on various
qualitative and quantitative criteria including, but not
limited to, qualifications, experience, domain knowledge,
commitment, integrity, leadership capabilities, strategic
vision, level of engagement, transparency, analytical
skills, decision-making and adherence to sound
governance practices.

The Board noted with appreciation the valuable
contributions, strategic insights, and guidance provided
by each Director, which have been instrumental in
achieving the Company's objectives and fostering
sustainable growth.

In addition, as required under Regulation 25 of the
SEBI (LODR) Regulations, 2015, two separate meetings
of the Independent Directors were held, where the
performance of the Non-Independent Directors, the
Board as a whole, and the Chairperson of the Company
was half-yearly reviewed and evaluated.

POLICY ON APPOINTMENT OF DIRECTORS AND
BOARD DIVERSITY

In terms of the provisions of Section 178(3) of the
Companies Act, 2013 and Regulation 19 read with Part
D of Schedule II to SEBI (LODR) Regulations, 2015, the
Nomination and Remuneration Committee (NRC) is
responsible for determining the qualifications, positive
attributes and independence of a Director. The NRC
is also responsible for recommending to the Board, a
policy relating to the remuneration of the Managing
Director, Executive Directors and Directors. Your
Company recognizes and embraces the importance of
a diverse Board in its success. The Board has adopted
the Board Diversity Policy, which sets out the approach
to the diversity of the Board of Directors, as well as the
Policy on appointment of Directors and Board diversity.
The policy is available on the website of the Company
athttps://www.mafatlals.com/investors/.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013,
the Board, to the best of their knowledge and based
on the information and explanations received from the
management of the Company, confirms that:

i. The applicable accounting standards have been
followed in preparation of annual accounts for
the financial year ended on March 31, 2026, and
proper explanations have been furnished relating
to material departures.

ii. Accounting policies have been selected and
applied consistently, and prudent judgments and
estimates have been made to give a true and fair
view of the state of affairs of the Company at the
end of the financial year and of the profit and loss
of the Company for the year under review.

iii. Proper and sufficient care has been taken for
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 annual accounts for the financial year ended
on March 31,2026, have been prepared on a going
concern basis.

v. Internal financial controls are in place and such
financial controls are adequate and operating
effectively.

vi. Adequate systems to ensure compliance with the
provisions of all applicable laws are in place and
operating effectively.

EMPLOYEE STOCK OPTION SCHEME-2017

At the 103^rd Annual General Meeting held on
August 02, 2017, the shareholders of the Company
approved, by way of a Special Resolution, the creation
of an Employee Stock Option Pool comprising 34,75,000
equity shares (post-adjustment for the sub-division of
equity shares from ' 10/- each to ' 2/- each), under the
Mafatlal Employee Stock Option Scheme-2017 (ESOP
Scheme- 2017).

The ESOP Scheme - 2017 has been formulated in
compliance with the provisions of the Securities and

Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014, as amended from time to
time, and is also aligned with the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

In accordance with regulatory requirements, a
certificate from Umesh Ved & Associates, Secretarial
Auditors of the Company, confirming that the Scheme
complies with the applicable SEBI regulations, will
be made available for inspection by shareholders at
the forthcoming 112^th Annual General Meeting. The
disclosures as mandated under the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, along with other applicable statutory information,
are provided in Annexure C to this Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the financial year, the Company incorporated
a subsidiary, Mafatlal Apparel Exports Private Limited
(MAEPL), in which it holds 51% of the equity share
capital. Accordingly, MAEPL has been classified as
a subsidiary of the Company in accordance with the
provisions of the Companies Act, 2013.

The incorporation of MAEPL aligns with the Company’s
long-term vision to diversify its garment operations,
strengthen export capabilities, and establish a
global presence through strategic partnerships and
market-driven initiatives. All requisite disclosures in
connection with the incorporation of MAEPL have been
duly made to BSE Limited in accordance with the SEBI
(LODR) Regulations, 2015.

The financial details of the subsidiaries are included
in the notes to the Consolidated Financial Statements
forming part of this Annual Report. The Company
does not have any material subsidiary or associate
company as defined under applicable regulations.
However, the Company has formulated a policy for
determining material subsidiary(ies) and such policy
has been disclosed on the Company’s website and can
be accessed at:https://www.mafatlals.com/investors/

In accordance with the provisions of Section 129(3)
of the Companies Act, 2013, read with Rule 5 of the
Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial
statements of the Company’s subsidiaries has been
annexed in the prescribed Form AOC-1.

The audited financial statements of the subsidiaries
of the Company for the financial year ended
March 31, 2026, have been made available on the
Company's website at: www.mafatlals.com/investors.

These documents are open for inspection by any
member at the Registered Office of the Company on all
working days (Monday to Friday) between 3:00 p.m. to
5:00 p.m. The Company will also provide copies of the
said documents to any member upon request.

The Company does not have any joint ventures or
associate companies during the year or at any time
after the closure of the year and till the date of the
report.

As reported last year, Al Fahim Mafatlal Textiles LLC
(UAE) (JV Company) remained non-operational and
since there is no foreseeable beneficial future, the
Board of Directors of the Company and the JV Partner
have consented for voluntary winding up/closure
of that entity. The Company has also written to the
Ministry of Commerce, Department of Economic
Development, Dubai that there has been no operation
of the said JV Company since 2016 and accordingly,
the Company has not applied for renewal of license
to continue to operate the business there. The audited
accounts of that JV Company are not consolidated with
the Accounts of the Company from 2018-19 onwards.
Other than as disclosed herein, there is no company
that has ceased to be subsidiary, associate or joint
venture of the Company during the financial year.

DEPOSITS

The Company has neither accepted nor renewed any
deposits during the financial year ended March 31,
2026, and as such, does not hold any deposits within the
meaning of Chapter V of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules,
2014. Accordingly, no disclosure or reporting is required
in respect of deposits under the said provisions.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the
business operations of the Company for the financial
year ended March 31,2026 to the date of the signing of
the Directors' Report.

INTERNAL FINANCIAL CONTROL (IFC)

The existing IFCs are adequate and commensurate
with the nature, size, and complexity of the business
and business processes followed by the Company. The
Company has a well-laid down framework for ensuring
adequate internal controls over financial reporting.

AUDIT TRAIL AND DATA BACK UP

Based on the examination, the Management confirms
that the Company has used accounting software for
maintaining its books of accounts which has a feature
of audit trail (edit log) and that has operated throughout
the year for all relevant transactions recorded in the
software except that audit trail was not available in case
of modification with certain specific functionality in the
application and for direct database changes. Further,
the Company has not noticed any instance of audit trail
feature being tampered with in cases where the audit
trail feature was enabled. Further, the audit trail, to the
extent maintained in the prior year, has been preserved.
Further, the Company has also implemented practices
for daily backups of the entire database and application
in remote locations.

SHARES LYING IN UNCLAIMED SUSPENSE ESCROW
ACCOUNT IN ELECTRONIC MODE

As of March 31, 2026, a total of 2,000 equity shares
were lying in the Unclaimed Share Suspense Account
in accordance with Regulation 39(4) read with
Schedule VI of the SEBI (LODR) Regulations, 2015.

The voting rights on these shares shall remain frozen
until the rightful owners claim their shares. Shareholders
entitled to these shares may claim them by following
the procedure prescribed under the applicable laws and
regulations.

SEBI w.e.f. April 02, 2026, has dispensed with the
requirement of Letter of Confirmation (LOC) and enabled
direct credit of verified securities to investors’ demat
accounts.

SUCCESSION PLAN

The Company has an effective mechanism for
succession planning focusing on the orderly succession
of Directors, Key Managerial Personnel and Senior

Management. The Nomination and Remuneration
Committee implements this mechanism in concurrence
with the Board.

FAMILIARISATION PROGRAMMES FOR THE
INDEPENDENT DIRECTORS

The Company conducts familiarization programmes
for its Independent Directors to provide insights into the
nature of the industry in which the Company operates,
as well as its business model. These programmes
are designed to enable the Directors to perform their
roles effectively and contribute meaningfully to Board
deliberations.

In addition, the Directors are periodically updated
on significant regulatory developments, including
amendments to the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, particularly those pertaining to their
roles, rights, and responsibilities.

There is also regular interaction between the
Independent Directors and the Key Managerial
Personnel (KMPs) to ensure a deeper understanding of
the Company’s operations and key strategic initiatives.

The details of the familiarization programmes are
available on the Company’s website at:https://www.
mafatlals.com/investors/.

CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a comprehensive Code
of Conduct ('Code’) to regulate, monitor, and report
trading in its securities by designated persons and their
immediate relatives, in line with the provisions of the
Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended.

The Code lays down detailed procedures to be followed
by designated persons while trading in the Company’s
securities and while handling or sharing Unpublished
Price Sensitive Information ('UPSI'). It includes
provisions for maintaining a structured digital database,
implementing a robust mechanism for the prevention
of insider trading, and sensitising employees about the
significance and confidentiality of UPSI.

Additionally, the Code incorporates a Code of Practices
and Procedures for Fair Disclosure of UPSI, ensuring

transparent and timely disclosure in accordance with
regulatory requirements.

The Code is available on the Company’s website at:
https://www.mafatlals.com/investors/.

INDUSTRIAL RELATIONS

The relationship between the employees and
management remained cordial and harmonious
throughout the financial year under review. As of
March 31, 2026, the Company had 1,060 permanent
employees on its payroll, compared to 1,043 in the
previous financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Mafatlal Industries Limited, a part of the Arvind Mafatlal
Group, has been deeply committed to its social
responsibilities, long before CSR became a statutory
obligation. The Company’s initiatives traditionally
focus on poverty alleviation, healthcare, rural
childhood education, village upliftment and community
development and the empowerment of women,
particularly in rural India.

In compliance with the provisions 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
comprising the following members:

• Mr. Hrishikesh A. Mafatlal - Chairman

• Mr. Atul K. Srivastava - Member

• Mr. Abhay R. Jadeja - Member

The tenure of Mr. Sujal A. Shah, Independent Director,
concluded on May 29, 2025, upon the completion of
his second term. Consequently, the Board of Directors
reconstituted the Corporate Social Responsibility (CSR)
Committee on May 15, 2025, and Mr. Abhay R. Jadeja
has been appointed as Member of the Committee in
place of Mr. Sujal A. Shah.

Based on the recommendations of the CSR Committee,
the Board of Directors has adopted a CSR Policy that
reflects the Group’s philosophy and commitment to
meaningful social impact. The Policy outlines the
guiding principles, implementation mechanisms, and
focus areas for CSR initiatives in accordance with
statutory requirements. The CSR policy of the Company

is available on its website at:https://www.mafatlals.
com/investors/.

In accordance with Section 135 of the Companies
Act, 2013, the Company’s CSR spending obligation is
determined based on the calculation of net profits under
Section 198 of the Companies Act, 2013. For financial
year 2025-26, the Company continues to have
accumulated losses and accordingly, there is no statutory
obligation to spend 2% of the average net profits of the
preceding three financial years on CSR activities.

However, in line with the Arvind Mafatlal Group’s
enduring commitment to social welfare, the Company
voluntarily contributed ' 80 Lakhs towards various
CSR initiatives during the year. To ensure effective
implementation of the CSR Policy, review and approve
the CSR Annual Action Plan, the CSR Committee
convened two meetings during financial year 2025-26,
held on May 12, 2025, and November 17, 2025.

The statutory disclosures required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014
are annexed to this Report as Annexure D and form an
integral part of the Board’s Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the
Company, during the financial year under review, were
in the ordinary course of business and on arm’s length
basis, pre-approved by the Audit Committee, comprising
only Independent Directors of the Company. The
said transactions were in accordance with the Policy
on materiality of and on dealing with Related Party
Transactions, formulated by the Company.

Related party transactions above ' 1 Crores proposed to
be entered by the subsidiary of the Company to which the
Company is not a party, shall require prior approval of the
audit committee if the value of the transaction exceeds
10% of the annual standalone turnover as per the last
audited financial statements of the subsidiary or the
threshold for material related party transactions of the
Company as mentioned in the SEBI Listing Regulations.
The Company has obtained the prior approval of the
audit committee for all related party transactions
entered into by its subsidiary companies. A statement on
Related Party Transactions specifying the details of the
transactions entered pursuant to the omnibus approval

granted is reviewed by the Audit Committee and the
Board on a quarterly basis.

On announcement of half-yearly financial results,
details of all related party transactions entered into
by the Company and its subsidiaries are disclosed
and filed with the BSE Ltd. where equity shares of the
Company are listed, within prescribed timelines and
also uploaded on the website of the Company.

During the year, the Company has not entered into any
contracts, arrangements or transactions that fall under
the scope of Section 188 (1) of the Act. Accordingly,
the prescribed Form AOC-2 is not applicable to the
Company for the financial year 2025-26 and hence
does not form part of this Report.

The Company did not enter into any related party
transactions during the year under review, which could
be prejudicial to the interest of minority shareholders.

The Company has adopted a Related Party Transactions
Policy. The Audit Committee reviews this Policy
periodically and also reviews and approves all related
party transactions, to ensure that the same are in line
with the provisions of applicable laws and the Policy.
The Policy was amended by the Board at its meeting
held on March 24, 2026, to align with the amendment
in law. In conformity with the requirements of the Act,
read with the SEBI (LODR) Regulations, 2015, the Policy
is available on the Company’s website at:https://www.
mafatlals.com/investors/.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT,
CORPORATE GOVERNANCE REPORT

As required under Schedule V (B) and (C) of the SEBI
(LODR) Regulations, 2015, the Management Discussion
and Analysis Report as well as the Corporate
Governance Report are attached herewith and marked
as Annexure I and II respectively and the same forms
the part of this Directors’ Report.

OTHER STATUTORY DISCLOSURES

(a) Number of Board Meetings

The details of Board Meetings and the attendance
of the Directors are provided in the Corporate
Governance Report, which forms a part of this
Report.

(b) Committees of Board

Details of the various committees constituted
by the Board of Directors, as per the provisions
of the SEBI (LODR) Regulations, 2015 and
the Companies Act, 2013, are provided in the
Corporate Governance Report which form a part
of this Report.

(c) Vigil Mechanism/Whistle Blower Policy

The Company believes in conducting the affairs of
its constituents in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity, and ethical behavior. In line
with this, the Company has adopted a Whistle
Blower Policy and established an appropriate Vigil
Mechanism to enable employees and Directors to
report concerns about unethical behavior, actual
or suspected fraud, or violation of the Company’s
code of conduct, without fear of retaliation.

The mechanism provides for direct access to
the Chairman of the Audit Committee, and it is
confirmed that no person has been denied such
access during the financial year.

The Whistle Blower Policy is available on the
Company’s website at: www.mafatlals.com/
investors/.

(d) Significant and Material Orders Passed by the
Regulators or Courts

There are no significant and material orders
passed by the Regulators or Courts or Tribunals,
which would impact the going concern status and
the Company’s operations.

(e) Annual Return

The Annual Return of the Company as on
March 31,2026, is available on the website of the
Company at www.mafatlals.com/investors/.

(f) Disclosures Under Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has put in place an Anti-Sexual
Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013,
read with other applicable provisions. Internal

Complaints Committees are constituted and
regularly redress complaints, if any in a timely
manner. During the financial year under review, no
complaints were received with regard to sexual
harassment from any employee of the Company
and necessary disclosure for the same has been
given to the concerned Government departments
for respective locations.

(g) Maternity Benefits

The Company complies with the provisions of
the Maternity Benefit Act, 1961, and provides
maternity benefits to eligible women employees.
Adequate facilities and support are provided in line
with statutory requirements.

(h) Insurance

The Company has taken appropriate insurance
for all assets against foreseeable perils. In line
with the requirements of Regulation 25(10) of the
SEBI (LODR) Regulations 2015, the Company has
in place a directors and officers liability insurance
policy.

(i) Secretarial Standards

The Company has established appropriate
systems to ensure compliance with all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI). The Board
affirms that these systems are adequate and
are operating effectively to ensure consistent
adherence to the prescribed standards.

All applicable Secretarial Standards (SS) have
been complied with by the Company during the
financial year.

(j) Risk Evaluation and Management

Business Risk Evaluation and Management is an
ongoing process embedded within the Company’s
operations. The Company has established a
comprehensive risk management framework
designed to identify, assess, monitor, and mitigate
risks, while also recognizing and leveraging
potential business opportunities.

I n accordance with Regulation 21(5) of the SEBI
(LODR) Regulations, 2015, the constitution of

a Risk Management Committee is mandatory
for the top 1,000 listed entities based on market
capitalization as at the end of the immediate
previous financial year. As the Company does not
fall within this threshold, the said provision is not
applicable to the Company.

(k) Policies

During the financial year under review, the Board
of Directors of the Company reviewed all changes
and adopted applicable policies to comply with the
recent amendments in the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.

Accordingly, the updated policies are available on
the Company’s website at:https://www.mafatlals.
com/investors/.

(l) Cybersecurity

The Company has established cybersecurity
and crisis management policies to prevent
cyber threats and manage incidents pertaining
to cybersecurity and data privacy effectively. It
also tracks emerging practices and technologies
to enhance the security of IT systems and
infrastructure on a continuous basis.

During the year under review, your Company did
not face any incidents, breaches, or loss of data in
cybersecurity.

GENERAL DISCLOSURES

(m) No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there
is no instance of one-time settlement with any
bank or financial institution.

(n) No shares with differential voting rights and sweat
equity shares have been issued. All equity shares
issued by the Company carry equal voting rights.

(o) There has been no change in the nature of
business of the Company.

(p) As there was no buyback of shares during the year,
the Company has nothing to disclose with respect
to buyback of shares.

(q) Neither the Managing Director nor CEO, CFO and
CS of the Company received any remuneration
or commission from any of the subsidiary of the
Company.

(r) The Company has deployed a Statutory
Compliance Mechanism providing guidance on
broad categories of applicable laws and process
for monitoring compliance. In furtherance to this,
the Company has instituted an online compliance
management system within the organization to
monitor compliances and provide update to the
senior management on a periodic basis.

(s) The Company has adequate systems and
processes in place to comply with CSR obligations
and timely payment of taxes.

(t) The Consolidated Financial Statements pursuant
to Section 129(3) of the Companies Act, 2013
and Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
prepared in accordance with the provisions of the
Companies Act, 2013 and the Indian Accounting
Standards (Ind AS).

AUDITORSI. Statutory Auditors

Pursuant to the provisions of Section 139 and
other applicable provisions of the Companies
Act, 2013 and the Rules made thereunder, M/s.
Price Waterhouse Chartered Accountants LLP
(Firm registration No.012754N/N500016) were
re-appointed as statutory auditors of the Company
for a period of five years by the members of the
Company at the 108^th Annual General Meeting
(AGM). Their appointment is effective from the
conclusion of the 108^th AGM till the conclusion of
the 113^th AGM, which will be held in 2027.

The Company received written consent and
a certificate of eligibility in accordance with
Sections 139, 141 and other applicable provisions
of the Companies Act, 2013 and Rules made
thereunder, from M/s. Price Waterhouse Chartered
Accountants LLP They confirmed to hold a valid
certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India (ICAI) as
required under the SEBI (LODR) Regulations, 2015.
M/s. Price Waterhouse Chartered Accountants
LLP, Chartered Accountants, (Firm registration

No.012754N/N500016) issued Auditor’s Report
for the financial year ended on March 31,2026.

The Auditors’ Report does not contain any
qualification, reservation, adverse remark or
disclaimer. The Notes to the financial statements
referred in the Auditors’ Report are self-explanatory
and do not call for any further comments.

ll. Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the rules framed
thereunder, the Company appointed CS Umesh
Ved, M/s. Umesh Ved & Associates, Practicing
Company Secretaries, Ahmedabad (FCS No.:
4411, COP No.: 2924, Peer Review No.: 6564/2025)
to conduct the Secretarial Audit for the financial
year 2025-26. The Secretarial Audit Report is
annexed to this Report as Annexure III and forms
an integral part of the Board’s Report. The Report
does not contain any qualifications, reservations,
or adverse remarks.

I n accordance with Regulation 24A of the SEBI
(LODR) Regulations, 2015, as amended in
2024, listed entities are required to appoint a
peer-reviewed Secretarial Auditor for a term of
five consecutive years. Such appointment shall
be based on the recommendation of the Audit
Committee and approval of the Board of Directors
and shall be subject to the approval of members at
the Annual General Meeting.

In compliance with the above requirements, the
Members of the Company, at the 111^th Annual
General Meeting, held on August 04, 2025 has
approved the appointment of CS Umesh Ved,
M/s. Umesh Ved & Associates, Practicing Company
Secretaries, Ahmedabad, as the Secretarial Auditor
for a term of five consecutive financial years from
2025-26 to 2029-30. CS Umesh Ved continued as
the Secretarial Auditor of the Company during the
year under review.

The Company has received a certificate from CS
Umesh Ved confirming his eligibility and consent
to act as the Secretarial Auditor, in accordance
with the applicable provisions of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015.

Pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with the relevant rules
made thereunder, the maintenance of cost records
is applicable to the Company’s 'Textile’ products.
Accordingly, the Company has duly maintained the
requisite cost accounts and records as prescribed.

The cost audit for the financial year 2024-25
was completed in a timely manner, and the Cost
Audit Report, along with the requisite data in the
prescribed Form CRA-4, was duly filed with the
Ministry of Corporate Affairs (MCA) within the
stipulated timeline.

For the financial year 2025-26, the cost audit of
the Company’s 'Textile’ segment is being carried
out by M/s. B. Desai & Co. (Firm Registration
No. 005431), Cost Auditors, in accordance with
applicable provisions. The Cost Audit Report for
the financial year 2025-26 will be submitted to the
MCA on or before the due date, after it is reviewed
and approved by the Board of Directors.

Based on the recommendation of the Audit
Committee, the Board of Directors, at its
meeting held on May 05, 2026, has re-appointed
M/s. B. Desai & Co. as the Cost Auditors of the
Company for the financial year 2026-27, for
auditing the cost records relating to the 'Textile’
products.

The Audit Committee has received a certificate
from the Cost Auditors confirming their
independence and eligibility to act as Cost Auditors
under applicable laws.

The Board of Directors has approved a
remuneration of ' 4,75,000/- (Rupees Four Lakhs
Seventy-Five Thousand only) plus applicable
taxes, and reimbursement of out-of-pocket
expenses actually incurred for the purpose of the
audit for the financial year 2026-27.

As required under the provisions of Section 148
of the Companies Act, 2013, the remuneration
payable to the Cost Auditors is being placed before
the Members for ratification at the 112^th Annual
General Meeting of the Company.

M/s. Aneja Assurance Private Limited, a reputed
internal audit firm of Mumbai, conducted the
Internal Audit of the Company for the financial
year 2025-26. Pursuant to the provisions
of Section 138 of the Companies Act, 2013,
read with the relevant rules made thereunder,
based on the recommendation of the Audit
Committee, the Board of Directors, at its
meeting held on May 13, 2025, appointed
M/s. Aneja Assurance Private Limited as the
Internal Auditors of the Company for the two
consecutive financial years 2025-26 and 2026-27.

The Audit Committee, in consultation with
the Internal Auditors, determines the scope,
functioning, periodicity, and methodology for
conducting the internal audit to ensure effective
evaluation and monitoring of internal controls and
processes across the organization.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and
Secretarial Auditors of your Company have not reported
any instances of fraud committed in your Company
by officers or employees, to the Audit Committee, as
required under Section 143(12) of the Companies Act,
2013.

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

Information required under Section 134(3)(m) of
the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 is enclosed as Annexure - A
and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act,
read with rules 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to percentage increase
in remuneration, ratio of remuneration of each Director
and Key Managerial Personnel to the median of
employees’ remuneration are provided in Annexure-B
of this Report.

APPRECIATION

The Board of Directors places on record its sincere
appreciation for the dedicated efforts and commitment
of the Company’s workers, staff and officers, whose
continued contribution has been instrumental in the
Company’s performance.

The Directors also extend their gratitude to the
Company’s customers, business associates, bankers,
government departments, regulatory authorities,
service providers, suppliers and shareholders for their
steadfast support and cooperation during the year.

For and on behalf of the Board of Directors,

Mafatlal Industries LimitedHrishikesh A. Mafatlal

Chairman
(DIN: 00009872)

Place: Mumbai
Date: May 05, 2026