Directors Report of Mamata Machinery Ltd.

Mar 31, 2025

It is with great pleasure that we present to you the Forty-sixth Annual Report - first, post IPO along with the
audited financial statements of Mamata Machinery Limited (“the Company”) for the financial year ended March
31, 2025. The consolidated performance of the Company and its subsidiary has been referred to wherever
required.

We are pleased to share that during the year under review, Mamata Machinery Limited successfully completed
its Initial Public Offering (IPO) and achieved a landmark milestone with the listing of its equity shares on BSE and
NSE on December 27, 2024. This transformative event not only reflects the trust and confidence reposed in
us by a broad spectrum of investors but also strengthens our commitment to transparency, accountability, and
long-term value creation.

The IPO marks a new chapter in our corporate journey-firming up our capital base, broadening our stakeholder
community, and enhancing our visibility in the public domain. We take this opportunity to extend our heartfelt
gratitude to all stakeholders, employees, customers, bankers, advisors, and investors who played a pivotal role in
making this listing a resounding success.

As we move forward, we remain resolute in our pursuit of innovation, excellence, and sustainable growth. The
transition from a closely held enterprise to a publicly listed company has filled us with renewed purpose and
responsibility. With the same entrepreneurial spirit that has guided us for over four decades, we now look ahead
to scaling greater heights as a listed entity.

1. Financial Results

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

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	2,227.13	1,933.06	2,545.78	2,366.11
Other Income	39.92	65.89	48.49	46.97
Total Income	2,267.05	1,998.94	2,594.27	2,413.08
Profit before Finance cost, Depreciation & Amortization and tax expenses	482.35	380.34	594.88	513.74
Finance cost	5.00	11.27	8.51	15.29
Depreciation	20.49	19.81	33.12	34.13
Profit before Tax	456.85	349.26	553.25	464.32
Tax Expense	119.95	88.94	145.71	108.08
Profit after tax	336.91	260.32	407.54	356.24

The detailed financial statements prepared in accordance with the relevant applicable IND AS are annexed to
this report and provide a comprehensive view of the Company''s financial performance.

Operating Results & Business Performance

On a consolidated basis, the Company recorded an increase in revenue from operations by 26%, with revenue
rising to '' 2546 million during the year under review, as compared to '' 2366 million in the previous financial
year. On a standalone basis, the operating revenue of the Company increased by 15.21% during the year, as
compared to the previous financial year.

On the consolidated front, the Company earned a Profit Before Tax (PBT) of '' 553 million, as compared to '' 464
million in the previous year, while the Profit After Tax (PAT) increased by 29% to '' 408 million.

On the standalone front, the Company earned a PBT of '' 456.85 million, as compared to '' 349.26 million in the
previous year, while the PAT increased by 29.42% to '' 336.91 million.

Members are requested to refer to the Management Discussion and Analysis section, forming part of this Annual
Report, for a more detailed overview of the operating results and business performance during the year.

2. Performance Review and State of Affairs

The state of affairs of the Company for the financial year ended 31^st March, 2025 highlights significant
developments and performance parameters that reflect our growth trajectory and market position. Key aspects
include:

• Performance Parameters:

o During the year under review, the Company has demonstrated robust performance in machine
sales, underscoring our commitment to operational excellence and strategic market penetration. An
overview is presented below to highlight this growth trajectory:

Sr. No.	Category	No. of Machines	Total Value (in '' Millions)
1	Extrusion/Co-extrusion	10	363.85
2	Converting machines	207	1126.93
3	Packaging	24	505.26

• Exports:

o The Company has successfully expanded its
export footprint, with exports contributing
'' 1473.35 Million as compared to '' 1111.60
Million in the previous. Our international
market presence has been strengthened
through strategic partnerships and entry
into new geographic regions.

• Exhibitions:

o During the year under review, the Company
showcased its products and innovations at

• Plastimagen (2025) - Mexico, USA

• Packex-India (2024) - Mumbai, India

• Indus Food Tech(2025) - New Delhi,
India

• Iplas (2024) - Chennai, India

• Plexpo India (2023) - Gandhinagar, India

• Speciality Films & Flexible Packaging
Global Summit (2024) - Mumbai, India

• Propack (2025) - South Africa

• Plexconnect (2023) - Mumbai, India

• Colombiaplast Exhibition (2024) -
Bogota, Columbia

• Riyadh Exhibition (2025) - Malham,
Riyadh UAE

• Indplas (2025) - Kolkata, India

• Plastpol (2024) - Kielce, Poland

• Argenplas (2024) - Argentina

• Pharmatech Expo (2024) - Gujarat,
India

• Vietnam Plas (2024) - Ho Chi Minh City,
Vietnam

• Plastic Extrusion World Expo (2024) -
Ohio, USA

• Propack Nigeria (2025) - Nigeria, South
Africa

o These exhibitions have provided valuable
opportunities for networking, market
research, and brand visibility to the Company.

o Participation in these events has not only
enhanced our market presence but also
facilitated business development and
customer engagement.

The Members are advised to refer to the separate
section on Management Discussion and Analysis,
which is a part of this report, for a detailed
understanding of the operating results and business
performance.

3. Dividend

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (''SEBI
LODR''), the Board of Directors of the Company had
formulated and adopted a Dividend Distribution Policy
(''the Policy''). The Policy is available on the Company''s
website: www.mamata.com.

The Board of Directors of your Company has
recommended payment of dividend equivalent to
3.66% of paid-up capital of the Company i.e., '' 0.50
per share on the face value of '' 10/- for the financial
year 2024-25 for approval of the shareholders in the
ensuing Annual General Meeting. The outgo on the
account will be '' 1.23 crores.

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

4. Deposits

In compliance with the provisions of Chapter V of
the Companies Act, 2013 (“the Act”), relating to
acceptance of deposits by companies:

• Deposits from public: The Company has not
accepted any deposits from the public during
the financial year under review.

• Deposits from Directors: There were no deposits
accepted from directors or their relatives during
the financial year.

5. Corporate Governance

Pursuant to the provisions of Regulation 34 of the SEBI
(LODR) Regulations, report on Corporate Governance
along with the certificate from Practising Company
Secretary certifying compliance with conditions of
corporate governance is annexed to this report as
Annexure - I.

6. Transfer to Reserves

During the year under review, the Company has not
transferred any amounts to the General Reserve.

7. Changes in Share Capital

During the financial year 2024-25, the Company
successfully launched an Initial Public Offer (IPO) by
way of an Offer for Sale (OFS) of 73,82,340 equity
shares of face value of '' 10 each, at a price of '' 243
per share (including a premium of '' 233 per share)
aggregating to '' 179.39 approximately. Since there
was no primary issuance of shares there was no
change in share capital.

In December 2024, the Company launched its Initial
Public Offering (IPO), marking a pivotal moment in
our corporate journey. Key details of the IPO are as
follows:

• Issue Period: December 19, 2024, to December
23, 2024.

• Price Band: '' 230 to '' 243 per equity share.

• Issue Size: 7,382,340 equity shares through an
Offer for Sale, aggregating to ''179.39 crore at
the upper price band.

• Subscription Details:

o Qualified Institutional Buyers (QIBs): 235.88
times.

o Non-Institutional Investors (NIIs): 274.38

times.

o Retail Individual Investors (RIIs): 138.08

times.

o Overall Subscription: 194.95 times.

• Listing Date: December 27, 2024, on BSE and
NSE.

• Listing Performance: The shares debuted at
'' 600, reflecting a 146.91% premium over the
issue price.

The overwhelming response to our IPO underscores
the market''s confidence in Mamata''s vision and
growth trajectory.

In a nutshell, the authorized and paid-up capital
of the Company stand at '' 300,000,000/- and
'' 246,078,000/- respectively as on the date of this
report.

8. Material Changes and Commitment affecting
Financial Position of the Company

There are no material changes or commitments after
March 31,2025 till the date of this report which may
affect the financial position of the Company.

9. Information on Subsidiaries, Joint Ventures &
Associate Companies

The Company has one wholly owned Mamata
Enterprises Inc., USA. There has been no material
change in the nature of business of the subsidiary.

The Company did not have any Associate or Joint
Venture Company during the year under review.

The policy for determining material subsidiary of the
Company is available on the website of Company at
www.mamata.com/investors.

10. Consolidated Financial Statements

The Consolidated financial statements of the
Company and its subsidiary for the financial year
2024-25 have been prepared in compliance with
the applicable provisions of the Companies Act,
2013 (“the Act”) and as stipulated under Regulation
33 of SEBI (LODR) as well as in accordance with the
Indian Accounting Standards (IND-AS) notified under
the Companies Indian Accounting Standards) Rules,
2015. The audited consolidated financial statements
together with the Independent Auditors'' Report
thereon form part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing the
salient features of the financial statement of the
subsidiary company is attached to the financial
statement in Form AOC-1 as Annexure - II.

Further, pursuant to the provisions of Section 136 of
the Companies Act, 2013, the Company will make
available the said financial statement of the subsidiary
company upon request by any member of the
Company or its subsidiary. These financial statements
of the Company and its subsidiary will be kept open
for inspection by any member. The members can
send an e-mail to [email protected] upto the
date of the AGM and the same would be available on
the Company''s website at www.mamata.com.

11. Energy Conservation, Technology Absorption
and Foreign Exchange Earnings & Outgo

The information required under Section 134 (3)(m)
of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed hereto
in Annexure - III and forms part of this report.

During the year under review, the total foreign
exchange earnings and outgo is '' 1,372,089,118/-
and '' 242,983,192/- respectively.

12. Management Discussion and Analysis

The Management Discussion and Analysis, outlining
the industry trends, performance, and outlook of the
Company, presented as Annexure - IV on page no. 36
of this report.

13. Statement for Secretarial Standard
Compliance

The Company has complied with the Secretarial
Standards (SS-1 and SS-2), issued by the Institute of
Company Secretaries of India and forming part of
the Act, on meetings of the Board of Directors and
General Meetings.

14. Particulars of Employees and Related
Disclosures

The Board wishes to place on record, its appreciation
to all employees in the Company for their
wholehearted efforts and impressive contribution to
the high level of performance of the Company during
the year. Industrial relations continued to be cordial
and harmonized at all levels.

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rules 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is annexed to the Report as Annexure - V.

Details of employee remuneration as required
under the provisions of Section 197 of the
Companies Act, 2013 and Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are available
to any Shareholder for inspection on request. If
any Shareholder is interested in obtaining a copy
thereof, such Shareholder may write to the Company
Secretary, where upon a copy would be sent through
email only. The Annual Report excluding the aforesaid
information is being sent to the members of the
Company.

15. Sweat Equity

The Company has not issued any Sweat Equity Shares
during the year under review.

16. Employees Stock Option Scheme

The Company has not provided any Stock Option
Scheme to the employees during the year under
review.

17. Directors

Appointment/re-appointment

During the year under review, Mr. Munjal M. Patel (DIN:
02319308), Mr. Subba Bangera (DIN: 00017813),
Ms. Neha Nowlakha (DIN: 00294413) were appointed
as Additional and non-executive Independent
Directors on the Board of Directors of the Company
w.e.f., April 12, 2024. In the Extra-ordinary General
Meeting held on August 22, 2024, the Members

approved their appointment as an Independent
Director of the Company for a period of 5 years.

During the year under review, Mrs. Ruchita Patel
(DIN: 09306338) was appointed as an Additional and
non-executive Independent Director on the Board
of Directors of the Company w.e.f., August 22, 2024.
In the 45^th Annual General Meeting of the Company
held on September 28, 2024, the Members approved
their appointment as an Independent Director of the
Company for a period of 5 years.

Resignation

Mr. Varun C. Patel (DIN: 03378077), a non-executive
Director, ceased to be a Director of the Company
w.e.f., August 22, 2024.

Independent Directors

In terms of Regulation 49 of the Companies Act,
2013 and SEBI Listing regulations, Mr. Munjal M.
Patel, Mr. Subba Bangera, Mrs. Neha Nowlakha and
Mrs. Ruchita Patel are the Independent Directors of
the Company as on date of this report.

All Independent Directors of the Company have
given declarations under Section 149(7) of the Act,
that they meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation
16( 1 )(b) of the SEBI LODR. In terms of Regulation
25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware
of any circumstance or situation, which exists or
may be reasonably anticipated that could impair
or impact their ability to discharge their duties with
an objective independent judgment and without
any external influence. The Independent Directors
of the Company have undertaken requisite steps
towards the inclusion of their names in the databank
of Independent Directors maintained with the Inian
Institute of Corporate Affairs, in terms of Section 150
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfil
the conditions specified in the Act as well as the Rules
and are Independent of the Management.

18. Key Managerial Personnel

During the year under review there was no change in
the Key Managerial Personnel (KMP) of the Company
as per Section 203 of the Companies Act, 2013.

19. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act,
2013, the Directors state that:

(a) In the preparation of the annual accounts as
at March 31, 2025, the applicable accounting
standards have been followed and there are no
material departures.

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

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

(d) The Directors 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
operating effectively.

(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.

20. Meetings of the Board

During the year under review, 18 (Eighteen) Board
Meetings were held on April 12, 2024, May 31, 2024,
June 01, 2024, June 17, 2024, June 21, 2024, June
28, 2024, August 22, 2024, September 14, 2024,
October 26, 2024, November 20, 2024, December
12, 2024, December 18, 2024, December 23, 2024,
December 24, 2024, January 17, 2025, February 11,
2025 and March 22, 2025. The maximum time gap
between two consecutive meetings of Board did
not exceed more than 120 days as prescribed under
the provisions of Section 173 of the Companies Act,
2013. The Companies Act, 2013 read with relevant
rules made thereunder facilitates the participation of
a Director on Board/Committee Meetings through
video-conferencing or other audio-visual mode.
Accordingly, the option to participate in the meeting
through video conferencing was made available
for the directors. Leave of absence was granted to
Directors who could not attend the respective board
meetings on request.

The Agenda papers along with agenda notes are
circulated well in advance to the Members of the
Board for their review and to facilitate them to take
informed decisions, if any.

21. Committees of the Board

The Committees of the Board focus on certain
specific areas and make informed decisions in line
with the delegated authority.

The following Committees constituted by the Board
function according to their respective roles and
defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders'' Relationship Committee

• IPO Committee

Details of composition, terms of reference and
number of meetings held in Financial Year 2024-25
for the aforementioned committees are given in the
Report on Corporate Governance, which forms a part
of this Report. Further, during the year under review, all
recommendations made by the various committees
have been considered and accepted by the Board.

22. Board Evaluation

the Annual evaluation process of individual Directors,
the Board and Committee was conducted in
accordance with the provision of the Act and the SEBI
Listing Regulations.

The Board evaluated its performance after seeking
inputs from all the Directors on the basis of criteria
such as the Board composition and structure,
effectiveness of Board processes, information and
functioning, etc. The performance of the Committees
was evaluated by the Board after seeking inputs
from the Committee members. The Board and NRC
reviewed the performance of individual Directors.
In a separate meeting of Independent Directors,
performance of non-independent Directors and the
Board as a whole was evaluated. Additionally, they
also evaluated the Chairman of the Board, taking into
account the views of Executive and non-executive
Directors in the aforesaid meeting.

The above evaluations were then discussed in the
Board Meeting and performance evaluation of
Independent Directors was done by the entire Board
excluding the Independent Director being evaluated.

23. Familiarization Pogramme for Independent
Directors

Familiarization Programmes for Independent
Directors are conducted at regular intervals. Please
refer to the paragraph on Familiarization programme
in the Corporate Governance Report for detailed
information.

24. Annual Return

As per the provisions of Section 92(3) and Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the Company is required to upload a
copy of the Annual Return on its website, if any, and
the web-link of such Annual Return shall be disclosed
in the Board''s Report. The Annual return of the
Company shall be uploaded and the same is available
on the website of the Company at www.mamata.
com/investors.

25. Audit
Statutory Audit

M/s. SHBA & Co. LLP, Chartered Accountants (FRN:
101046W/W100063) (formerly known as M/s. Bathiya
& Associates LLP, were appointed as statutory auditors
of the Company for a period of 5 years till conclusion
of the 50^th Annual General Meeting.

A Certificate from M/s. SHBA & Co. LLP, Chartered
Accountants (FRN: 101046W/W100063), has been
received to the effect that their appointment as
Statutory Auditor of the Company, if made, would be
in accordance with the limits specified under Section
141 of the Act and Rules framed thereunder.

The Audit Report of M/s. SHBA & Co. LLP, Chartered
Accountants, Auditor of the Company does not contain
any Qualification, adverse remark or observation.

Report on Frauds, if any:

During the year under review, no incidence of any
fraud has occurred in the Company. Neither the
Audit Committee of the Board, nor the Board of the
Company had received any report involving any
fraud, from the Statutory Auditors of the Company.
As such, there is nothing to report by the Board, as
required under Section 134 (3) (ca) of the Companies
Act, 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of
Directors appointed M/s. Chirag A. Shah & Associates,
Practising Company Secretaries to conduct
secretarial audit of the Company for the year ended
March 31,2025. The Report of the Secretarial Auditor
for Financial Year 2024-25 is Annexed herewith as
Annexure VIII. The report of Secretarial Audit does
not contain any qualification, reservations, adverse
remarks or disclaimer.

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the SEBI Listing Regulations, the
Board has based on the recommendation of Audit
Committee approved appointment of M/s Chirag
Shah & Associates, Company Secretaries, a peer
reviewed firm of Company Secretaries in Practice
as Secretarial Auditors of the Company for a period
of five years, i.e., from April 1, 2025 to March 31,
2030, subject to approval of the Shareholders of the
Company at the ensuing AGM

M/s Chirag Shah & Associates have provided their
consent to act as the Secretarial Auditors of the
Company and have confirmed that the proposed
appointment, if made, will be in compliance with the
provisions of the Act and the SEBI Listing Regulations.

Cost Audit & Cost Records

In terms of provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time,
based on the recommendation of the Audit Committe
the Board of Directors has appointed M/s. C. B. Modh
& Co., a firm of Cost Accountants in practice, (FRN:
101474) as Cost Auditor of the Company for the
financial year ended 31^st March, 2026 to conduct
Cost Audit for relevant product prescribed under the
Companies (Cost Record and Audit) Rules 2014.

A Certificate from M/s. C. B. Modh & Co., Cost
Accountants, (FRN: 101474), under Section 139
of the Act has been received to the effect that their
appointment as Cost Auditor of the Company, if made,
would be in accordance with the limits specified under
Section 141 of the Act and Rules framed thereunder.

A remuneration of '' 85,000/- for the year 2025-26
is recommended by the Audit Committee and is
approved by the Board.

A resolution seeking Members'' approval for
remuneration payable to Cost Auditors forms part
of the Notice of the 46^th Annual General Meeting of
the Company and same is recommended for your
ratification.

The Company has prepared and maintained requisite
Cost accounts and records as required to be
maintained as specified by the Central Government
under Section 148(1) of the Companies Act, 2013.

26. Audit Committee

The details pertaining to composition of the Audit
Committee and brief terms of reference are included
in as part of Corporate Governance Report.

27. Internal Financial Controls

The Company has adequate internal financial
controls commensurate with the nature & size of
business of the Company to ensure proper recording
of financial & operational information & compliance
of various internal controls and other regulatory
& statutory compliances. During the year under
review, no material or serious observation has been
received from the Internal Auditor of the Company for
inefficiency or inadequacy of such controls.

28. Vigil Mechanism

The provisions of Section 177 of the Companies
Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014,
relating to vigil mechanism is not applicable to the
Company for the year under review.

29. Nomination and Remuneration Committee
and Policy on Directors'' Appointment and
Remuneration And Other Details

The provisions of Section 178 (1) of the Companies
Act, 2013 read with Rule 6 of the Companies
(Meetings of Board and its Powers) Rules, 2014,
relating to Nomination and Remuneration Committee
and the Company''s policy on directors'' appointment
and remuneration and other matters provided in
Section 178 (3) of the Companies Act, 2013 have
been duly complied with.

30. Compliance with Prevention of Sexual
Harassment (POSH) Policy

The Company is committed to providing a safe and
conducive working environment for all its employees.
In line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and
Redressal) Act, 2013, the Company has:

• Formed a POSH Committee to address and
resolve complaints related to sexual harassment.

• Implemented a comprehensive POSH Policy and
conducted training programs to raise awareness
among employees regarding the policy.

• Ensured that all employees are aware of the
grievance redressal mechanism.

The Company has had no complaints related to
sexual harassment during the financial year. Regular
workshops and training sessions are held to reinforce
the importance of maintaining a respectful and
harassment-free workplace.

31. Corporate Social Responsibility (CSR)

During the year under review, the Company was
required to spend an amount of '' 51,12,559/- as per
the applicable provisions of Companies Act, 2013.
The Company''s initiatives and activities are aligned
to the requirements of Section 135 of the Act. A brief
outline of the CSR Policy of the Company and the
CSR spending during the year under review and for
the time between the end of financial year and the
date of this report, are set out in Annexure - VI of this
report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

A brief outline of the CSR Policy of the Company
is placed on the website of the Company: www.
mamata.com.

32. Particulars of Loans, Guarantees, and
Investments

There are no loans, guarantees, and investments
covered under Section 186 of the Companies
Act, 2013 provided.

33. Particulars of Contracts or Arrangement
with Related Parties

All transactions with related parties are placed before
the Audit Committee as also placed before the
Board for approval. Prior omnibus approval of the
Audit Committee and the Board is obtained for the
transactions which are of a foreseen and repetitive
nature. The transactions entered into pursuant to
the omnibus approval so granted are audited and a
statement giving details of all related party transactions
is placed before the Audit Committee and the Board
of Directors for their approval on a quarterly basis.

All related party transactions entered into by the
Company during the financial year were on an arm''s
length basis and in the ordinary course of business.
Details of related party transactions are provided in
the Notes to the Financial Statements.

Pursuant to the applicable provisions of the Act and
relevant SEBI LODR Regulations, policy on RPT has
been formulated and shared on the website of the
Company.

The particulars of contracts or arrangements of the
Company with related parties as required under
Section 134 (3) (h) of the Companies Act, 2013 in
Form AOC-2 is annexed hereto in Annexure - VII and
forms part of this report

34. Significant and Material Regulatory Orders

There are no orders issued by any regulatory
authorities or courts or tribunals in favour / against the
Company impacting the going concern status and
Company''s operations in future.

35. Disclosure under Insolvency and Bankrupty
Code, 2016

During the year under review no application was made
by the Company under Insolvency and Bankruptcy
Code, 2016 and there are no proceedings which
were pending against the Company under the said
Code.

36. Dislosure Relating to One Time Settlement
With the Bank, if any

During the year under review the Company has not
made any kind of settlement with any Bank.

37. Risk Management

The Company has a well-defined risk management
policy to identify, assess, and mitigate risks that
could impact its business. The Board periodically
reviews the risk management framework to ensure its
effectiveness.

38. Appreciation

The Board wishes to place on record its appreciation
for the support and cooperation received from
shareholders, employees, and other stakeholders.
The Directors look forward to continued support and
encouragement.

For and on behalf of the Board of Directors

Mahendra N. Patel

Chairman & Managing Director
DIN:00104997

Place: Ahmedabad
Date: August 08, 2025

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Mar 31, 2024

It is with great pleasure that we present to you the Annual Report of Mamata Machinery Limited for

the financial year ended 31¹ March, 2024. As you are aware, our transition from "Mamata Machinery Private Limited" to "Mamata Machinery Limited" marks a significant step in our growth journey. This change reflects our ongoing commitment to enhancing our business operations and expanding our presence in the market.

This report also provides a comprehensive overview of our performance, strategies, and achievements. As we navigate a dynamic business environment, our focus remains on delivering sustainable value to our stakeholders while earning and maintaining their trust, and adhering to the highest standards of governance and integrity.

Our proposed Initial Public Offering (IPO) stands as a testament to our vision for further expansion and our readiness to embrace new opportunities. We are enthusiastic about the future and confident in our ability to drive continued success.

We invite you to review this report and share in our journey as we continue to strive towards our goals with determination and transparency.

1. PERFORMANCE AND STATE OF AFFAIRS

The Directors are pleased to present this Forty-Fifth Annual Report of Mamata Machinery Limited ("the Company") along with the Audited Financial Statements for the financial year ended 3T¹ March, 2024.

2. FINANCIAL RESULTS

Thp rnmnanv''s oerformance for the financial year ended 31^sl March, 2024 is summarized below:

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023
Cash Accrual	36,90,84,104	17,20,31,313
Less : Depreciation & Amortization	1,98,13,387	2,29,71,693
Profit Before Tax	34,92,70,717	14,90,59,620
Less : Tax Expenses	8,89,35,905	4,27,70,432
Profit / ( Loss ) After Tax	26,03,34,812	10,62,89,188
i Previous Year''s Balance Brought Forward	1,38,59,97,887	1,28,03,40,321
Re-measurement of Benefit	-33,76,839	8,54,408
Profit Available For Appropriation	1,64,29,55,860	1,38,74,83,917
Dividends	13,67,100	14,86,030
| Buy-back of Shares & Taxation	29,29,97,692	-
! Balance Carried To Balance Sheet	1,34,85,91,068	__1,38,59,97,887

* fax on Buy-back of shares was Rs. 6,02,72, Z02/- out of which an amount oj rs. was uujusieu j,um me > mm « — —---------

remaining amount of Rs. 2,58,00,000/- and Rs. 7,42,410/ was adjusted against Security Premium Account and General Reserves respectively in accordance with Special Resolution passed al the Extra ordinary General Meeting of the Company held on 9^W May, 2023.

The detailed financial statements are annexed to this report and provide a comprehensive view of the Company''s financial performance.

3. DIVIDEND

The Board of Directors recommended a dividend on equity shares at the rate of 5% (i.e., Rs. 0.5 per equity share of Rs. 10/- each), for the financial year ended 31^st March, 2024, subject to the approval of Shareholders, at the ensuing 45^th Annual General Meeting (AGM) and payment is subject to deduction of tax at source as may be applicable.

The Board of Directors had adopted Dividend Distribution Policy on April 12, 2024. The Policy is uploaded on the Company''s website at https://www.mamata.com/investors.html.

4. STATE OF AFFAIRS

The state of affairs of the Company for the financial year ended 31^st March, 2024 highlights significant developments and performance parameters that reflect our growth trajectory and market position. Key aspects include:

• Performance Parameters:

o The Company has achieved key performance indicators, including a 25% revenue growth over the last year and an increase in production capacity by 30%. These metrics form the core strength of our operational efficiency and strategic focus. Our investment in automation technologies and streamlined processes has yielded positive results, enhancing our productivity and improving competitiveness in the market.

• Exports:

o The Company has successfully expanded its export footprint, with exports contributing T 1111.59 Million as compared to K 1034.27 Million in the previous year. Our international market presence has been strengthened through strategic partnerships and entry into new geographic regions.

• Exhibitions:

c During the year under review, the Company showcased its products and innovations at Equiplast 2023 (Spain), Sweets & Snacks Expo 2023 (USA), Gulfood Manufacturing 2023 (Dubai), Hiplex 2023 (Hyderabad), PackEx 2023 (Mumbai), Pack Expo Exhibition (USA), PackMach (New Delhi), Plast Focus 2024 (New Delhi), Plastivision (Mumbai) and Plast 2023 (Italy). These exhibitions have provided valuable opportunities for-networking, market research, and brand visibility to the Company.

o Participation in these events has not only enhanced our market presence but also facilitated business development and customer engagement.

5. DEPOSITS

In compliance with the provisions of Chapter V of the Companies Act, 2013, relating to acceptance of deposits by companies: ¹

Directors'' Report 2023-24

6. CORPORATE GOVERNANCE

The Company has taken requisite steps to comply with the recommendations concerning Corporate Governance.

7. TRANSFER TO RESERVES

The Coimpany proposes to transfer ^ NIL million to the General Reserve and ^ NIL million to other reserves, in accordance with the provisions of the Companies Act, 2013.

8. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto in Annexure - I and forms part of this report.

During the year under review, the total foreign exchange earnings and outgo is Rs. 1,11,15,95,080/-and Rs. 13,43,67,125/- respectively.

9. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES Subsidiary : Mamata Enterprises Inc., USA

The present paid-up capital of the Company is U5$ 2,000,000 as on 31st March, 2024. Mamata Enterprises is a wholly owned subsidiary of the Company with its operations situated in Chicago, USA and a recorded sales of Rs. 787.22 million (previous year Rs. 763.88 Million) and profit of Rs. 97.89 million (previous year loss Rs. 107.84 million) as on 31^st March, 2024.

The consolidated financial statements duly audited by the statutory auditors of the Company have been attached to this Report.

Accordingly, a Statement containing salient features of the financial statement of. Subsidiaries/assodate companies/joint ventures is annexed to this report in Form AOC-1 in Annexure - II.

The Company did not have any Associate or Joint Venture Company during the year under review.

10. BUSINESS REVIEW

During the year under review, the Company has achieved significant revenue growth, with an increase in production capacity and improved inventory turnover. Our data analytics efforts have enhanced forecasting accuracy, and we maintain a strong market share with consistently high customer satisfaction ratings.

11. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, outlining the industry trends, performance, and outlook of the Company, presented as Annexure - III and forms an integral part of this report.

12. STATEMENT FOR SECRETARIAL STANDARD COMPLIANCE

The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by the Institute of Company Secretaries of India and forming part of the Act, on meetings of the Board of Directors and

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Board wishes to place on record, its appreciation to all employees in the Company for their wholehearted efforts and impressive contribution to the high level of performance of the Company during the year. Industrial relations continued to be cordial and harmonized at all levels.

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Board''s Report for the year ended 3T^l March, 2024 is given as a separate Annexure to this report. Members of the Company who are interested in obtaining particulars of the same may write to the Company Secretary at the Registered Office of the Company.

14. PROPOSED INITIAL PUBLIC OFFERING (IPO)

In a strategic move to raise capital, the Company is in the process of undertaking an Initial Public Offering (IPO) of its equity shares to be listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE).

As of the date of this report, the Company is awaiting approval from the Securities and Exchange Board of India (SEBI) for the listing of its shares. We are working closely with our advisors to ensure cimely compliance with all regulatory requirements. The finalization of the IPO schedule will depend on SEBI''s approval and market conditions.

15. CHANGES IN SHARE CAPITAL

During the year under review, the following were the changes in the Company s share capital except for the proposed IPO.

The Company had bought back 237,860 Equity Shares from its shareholders vide Letter of Offer dated 19^th April, 2023.

Between the end of financial year and the date of signing of this report, the Authorised Capital of the Company was increased from T 80,000,000/- to ^ 300,000,000/- vide Special resolution passed at General Meeting dated 22^nd April, 2024. Further, the Company had issued bonus shares in the ratio of 8:1 at a record date of 1^st June, 2024.

In an nutshell, the authorized and paid-up capital of the Company stand at T 300,000,000/- and T 246,078,000/- respectively as on the date of this report.

16. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

17. EMPLOYEES STOCK OPTION SCHEME

The Company has not provided any Stock Option Scheme to the employees during the year under review.

18. DIRECTORS APPOINTMENT/RE-APPOINTMENT

The following Directors held office during the financial year:

• Mahendra N. Patel - Chairman & Managing Director

• Chandrakant B. Patel - Joint Managing Director

• Nayana M. Patel - Director

• Tarana M. Patel - Director

• Varun C. Patel-Director

Director Resignation:

Further, Ms. Nayana M. Patel and Ms. Tarana M. Patel had placed their resignation from the post of Directorship of the Company w.e.f., February 01, 2024. From the end of financial year till the date of this report, Mr. Varun C. Patel had placed his resignation from the post of Directorship w.e.f., August 22, 2024.

Mr. Munjal M. Patel, Ms. Neha Nowlakha and Mr. Subba Bangera were appointed as an Additional (Nonexecutive and Independent) Director for a period of S years w.e.f. 12^lh April, 2024. Their appointment was subsequently approved by the members at the Extra-ordinary General Meeting held on 22^nd April, 2024.

Director Appointments/Re-appointments for Member Approval

The Board of the Company, on recommendations of the Nomination and Remuneration Committee, aftei considering the qualifications, experience, knowledge, skills possessed and also on the basis of declaration submitted by Mrs. Ruchita T. Patel appointed her as an Additional (Non-executive and Independent Director) for a period of 5 years w.e.f. August 22, 2024 subject to approval of Members of the Company at the ensuing 45^lK Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under both Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013 none of the Independent Directors are liable to retire by rotation.

19. KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel as per Section 203 of the Companies Act, 2013, include.

» Apurva N. Kane - Chief Executive Officer (CEO)

• Dipak. J. Modi - Chief Financial Officer (CFO)

« M3dhuri Sharma - Company Secretary & Compliance Officer (CS & CO)

20. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that:

(a) hi the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the

Company for that year.

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

(d) The Directors 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 operating effectively.

(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.

21. MEETINGS OF THE BOARD

During the year under review, 10 (Ten) Board Meetings were held on 19''¹ April, 2023, 21 June, 2023, 29^th August, 2023, 25^th September, 2023, 20^th November, 2023, 15^th December, 2023, 10"'' January, 2024, 24^th February, 2024, 2^nd March, 2024 and 13^,h March, 2024. The maximum time gap between two consecutive meetings of Board did not exceed more than 120 days as prescribed under the provisions of Section 173 of the Companies Act, 2013. The Companies Act, 2013 read with relevant rules made thereunder facilitates the participation of a Director on Board/Committee Meetings through video-conferencing or other audio-visual mode. Accordingly, the option to participate in the meeting through video conferencing was made available for the directors except in respect of such meetings/ items which are not permitted to be transacted through video-conference. Leave of absence was granted to Directors who could not attend the respective board meetings on request.

The Agenda papers along with agenda notes are circulated well in advance to the Members of the Board for their review and to facilitate them to take informed decisions, if any.

22. ANNUAL RETURN

As per the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company is required to upload a copy of the Annual Return on its website, if any, and the web-link of such Annual Return shall be disclosed in the Board''s Report. The Annual return of the Company shall be uploaded on the website of the Company https://www.mamata.com/investors.html.

23. APPOINTMENT OF AUDITORS

During the year under review, M/s. Dinesh R. Shah & Co. Chartered Accountants (FRN: 102610W) who were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the Forty-fifth Annual General Meeting had placed their resignation w.e.f. 15^th February, 2024.

In this regards, M/s. Bathiya & Associates LLP, Chartered Accountants (FRN: 101046W/W100063), were appointed as statutory auditors of the Company to fill the casual vacancy to conduct the statutory audit of the financial statements of the Company for the financial year ending 31" March 2024 and to hold office till the conclusion of the ensuing Annual General Meeting of the Company.

Pursuant to consent-cum-eligibility certificate received from M/s. Bathiya & Associates LLP in accordance with the provisions of Section 141 of the Companies Act, 2013 and Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and Board of Directors in their respective meetings held on 14^th September, 2024, discussed and approved the appointment of M/s. Bathiya & Associates LLP, Chartered Accountants for a further period of 4 (Four) years to hold office

till the Conclusion of the 50''¹¹ Annual General Meeting and same is recommended for your consideration.

24. BOARD''S RESPONSE TO QUALIFICATION BY AUDITOR

The Audit Report of M/s. Bathiya & Associates LLP, Chartered Accountants, Auditor of the Company does not contain any Qualification, adverse remark or observation.

Report on Frauds, if any:

During the year under review, no incidence of any fraud has occurred in the Company. Neither the Audit Committee of the Board, nor the Board of the Company had received any report involving any fraud, from the Statutory Auditors of the Company. As such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of the Companies Act, 2013.

25. APPOINTMENT OF COST AUDITOR AND COST AUDIT REPORT

In terms of provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Board of Directors has appointed M/s. C. B. Modh & Co., Cost Accountants, (FRN: 101474) for the financial year ended 31st March, 2025 at a remuneration as mentioned in the Notice convening the 45th Annual General Meeting for conducting the Audit of the cost records maintained by the Company.

A Certificate from M/s. C. B. Modh & Co., Cost Accountants, (FRN: 101474), has been received to the effect that their appointment as Cost Auditor of the Company, if made, wouid be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. A resolution seeking Members'' approval for remuneration payable to Cost Auditors forms part of the Notice of the 45th Annual General Meeting of the Company and same is recommended for your consideration.

The Company has prepared and maintained requisite Cost accounts and records as required to be maintained as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

26. SECRETARIAL AUDIT

In terms of Section 204(1) of the Companies Act, 2013, Secretarial Audit is not applicable to the Company. Hence no report was required to be annexed to this report.

27. AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee and brief terms of reference are included in Annexure - IV.

28. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no materia! changes or commitments after 31st March, 2024 which may affect the financial position of the Company.

29. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls commensurate with the nature & size of business of the Company to ensure proper recording of financial & operational information & compliance of various internal controls and other regulatory & statutory compliances. During the year

under review, no material or serious observation has been received from the Internal Auditor of the Company for inefficiency or inadequacy of such controls.

30. VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, relating to vigil mechanism is not applicable to the Company for the year under review.

31. NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The provisions of Section 178 (1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, relating to Nomination and Remuneration Committee and the Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 are not applicable to the Company for the year under review.

32. COMPLIANCE WITH PREVENTION OF SEXUAL HARASSMENT (POSH) POLICY

The Company is committed to providing a safe and conducive working environment for all its employees. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, the Company has:

* Formed an POSH Committee to address and resolve complaints related to sexual harassment.

• Implemented a comprehensive POSH Policy and conducted training programs to raise awareness among employees regarding the policy.

« Ensured that all employees are aware of the grievance redressal mechanism and that complaints are handled in a timely and confidential manner.

The Company has had no complaints related to sexual harassment during the financial year. Regular workshops and training sessions are held to reinforce the importance of maintaining a respectful and harassment-free workplace.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company was required to spend an amount of Rs. 51,12,559/- as per the applicable provisions of Companies Act, 2013. The Company''s initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR Policy of the Company and ..he CSR spending during the year under review and for the time between the end of financial year and the date of this report, are set out in Annexure — V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

A brief outline of the CSR Policy of the Company is placed on the website of the Company -

www rramata.corn.

34. PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS

Details of loans, guarantees, and investments covered under Section 186 of the Companies Act, 2013, are provided in the Notes to the Financial Statements.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee as also placed before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

All related party transactions entered into by the Company during the financial year were on an arm s length basis and in the ordinary course of business. Details of related party transactions are provided in the Notes to the Financial Statements.

The particulars of contracts or arrangements of the Company with related parties as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed hereto in Annexure - VI and forms part of this report

36. SIGNIFICANT AND MATERIAL REGULATORY ORDERS

There are no orders issued by any regulatory authorities or courts or tribunals in favour / against the Company impacting the going concern status and Company''s operations in future.

37. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTY CODE,2016

During the year under review no application was made by the Company under Insolvency and Bankruptcy Code, 2016.

38. DISLOSURE RELATING TO ONE TIME SETTLEMENT WITH THE BANK, IF ANY

During the year under review the Company has not made any kind of settlement with any Bank.

39. RISK MANAGEMENT

The Company has envisaged various threats and risks that the organization faces such as strategic, financial, credit, liquidity, security, property, Information Technology, legal, regulatory and other risks and adequate risk management measures have been taken by way of various policies and strategies to mitigate such risks. However, no major threat was identified from these risks, which can affect the business of the Company.

40. APPRECIATION

The Board wishes to place on record its appreciation for the support and cooperation received from shareholders, employees, and other stakeholders. The Directors look forward to continued support and encouragement.

For and on behalf of the Board of Directors

_k _ /if r- M

UJ? I j

J WsIndia

MahendraN. Pate.r^^v^'' Chairman & Managing Director (DIN:00104997)

Date: 14^th September, 2024 Place: Ahmedabad

1

Deposits Accepted: The Company has not accepted any deposits from the public during the financial year under review. We have adhered to the requirements set out under Chapter V of the Act, ensuring that all provisions related to the acceptance of deposits are followed.

• Deposits from Directors: There were no deposits accepted from directors or their relatives during the financial year.

• Compliance: The Company continues to comply with the provisions of Chapter V, including the maintenance of necessary records and filing of required returns with the Registrar of Companies, ensuring transparency and adherence to regulatory requirements.