To,
THE MEMBERS, MAZDA LIMITED
Your directors are pleased to present you the 35th Annual Report on the business and
operation of your company along/together with the Audited Financial Statements for the
financial year ended on 31 st March, 2025.
1. FINANCIAL PERFORMANCE
(Rs. In Lacs)
Sr. No. |
Particulars |
2024-25 |
2023-24 |
| i. |
Total revenue |
20,073.71 |
23,201.07 |
| ii. |
(Less): Total expenditure |
16,330.83 |
18,566.12 |
| iii. |
Profit before depreciation, finance cost & |
3,742.88 |
4,634.95 |
| iv. |
(Less): Finance cost |
53.59 |
54.38 |
| v. |
(Less): Tax Expenses |
815.31 |
1,026.97 |
| vi. |
Cash Profit |
2,873.98 |
3,553.60 |
| vii. |
(Less): Depreciation |
388.56 |
401.57 |
| viii. |
Profit for the year |
2,485.42 |
3,152.03 |
| ix. |
Items of Other Comprehensive Income (OCI) for the year |
(76.04) |
42.47 |
| x. |
Total Comprehensive Income for the Year |
2,409.38 |
3,194.50 |
| xi. |
Surplus brought forward |
20,823.54 |
18,189.74 |
| xii. |
Profit available for appropriation |
23,232.92 |
21,384.24 |
| xiii. |
Dividend on equity shares |
640.80 |
560.70 |
| xiv. |
Surplus carried forward |
22,592.12 |
20,823.54 |
Note: The above figures are extracted from Financial Statements as per Indian
Accounting Standard (‘IND AS') and are prepared in accordance with the provisions of
the Companies Act, 2013 (‘the Act')
2. DIVIDEND
The Board of Directors in their meeting held on 29th May, 2025 have recommended final
dividend of Rs. 3.60 (180%) per equity share of the face value of Rs. 2/- each for
the financial year ended on 31st March, 2025 (previous year Rs. 16.00 per share on the
face value of Rs. 10/-). The said dividend if approved by the shareholders at the ensuing
Annual General Meeting would involve a cash outflow of Rs. 720.90 Lacs against Rs. 640.80
Lacs for the previous financial year.
3. OPERATIONS
For the year ended 31st March, 2025, the company recorded a total revenue of Rs.
20,073.71 Lacs, showing a decrease of 13.48% as compared to the revenue of Rs. 23,201.07
Lacs reported in the previous financial year. The Profit After Tax (PAT) for the year
stood at Rs. 2,485.42 Lacs, representing a decline of 21.15% over the PAT of Rs. 3,152.03
Lacs in FY 2023-24. The decrease in both revenue and profitability underscores the
challenging business environment during the financial year under review. The company
remains committed to implementing strategic measures to enhance operational growth
momentum in the way forward.
4. FINANCE AND ACCOUNTS
There are no term loans or interests thereon outstanding during the year under review.
Your company is at present using financial assistance in the form of working capital
facilities from State Bank of India, Ahmedabad with overall banking limits up to Rs. 30.88
Crores to capture its fund based and non-fund-based requirements. The fund-based limits
are in the form of Cash credit / PCFC loans and non-fund-based limits are in the form of
Bank Guarantees and LCs. market instruments like fixed Yourcompanyis maturity plans,
liquid funds and bond funds. The market value of the investment as at 31st March, 2025 was
Rs. 8919.72 Lacs as against Rs. 7765.26 Lacs as at 31st March, 2024. The increase in
investment is showing healthy cash flows of the company. During the year under review,
ICRA has conducted the surveillance of credit facilities and re-affirmed the long-term
credit ratings to ‘A' and short-term credit ratings to ‘A1'. The outlook of the
long-term ratings is stable.
The financial statements for the year ended on 31st March, 2025 has been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the
Companies Act, 2013 (the "Act") read with the Companies (Accounts) Rules, 2014
as amended from time to time and all other applicable provisions for time being in force.
The Notes to the Financial Statements adequately cover the Standalone Audited Statements
and form an integral part of this Report.
5. EXPORTS
The export business had been remained constant during the year under review.
The company's export performance remained stable during the year under review,
reflectingconsistency in international demand and
sustainedrelationshipswithglobalcustomers.Forthefinancialyear ended 31st March 2025,
export revenue stood at Rs.5,185.53 lacs, against Rs.5,170.87 lacs reported in the
previous financial year.
This steady performance ensures the company's continued focus on maintaining a strong
global presence and its ability to deliver value across international markets despite
evolving global economic conditions.
6. STOCK SPLIT / SUB DIVISION
The Board of directors of the company in their meeting held on 13th November, 2024 has
recommended to sub-divide (split) company's 1 (One) equity share of face value of Rs. 10/-
(Rupees Ten Only) each into 5 (Five) equity share of face value of Rs. 2/- (Rupees Two
Only) each which had been approved by the members by way of postal ballot process
completed on 31st December, 2024 and considered the resolutions for
sub-division/ split of equity shares and consequential alteration in the existing Capital
Clause of the Memorandum of Association (MOA) of your company.
On completion of the corporate action, the company was allotted with new ISIN INE885E01042.
The equity shares of your company were sub-divided in the proportion of 1:5 on both the
exchanges where the equity shares of the company are listed, i.e., NSE and BSE at the
record date i.e., 28th January, 2025.
As a result of the sub-division/split of equity shares of your company, it has become
more affordableand encouraged participation of investors at large.
Accordingly, the capital structure of the company post Sub-division/split of equity
shares are as follows:
Particulars |
No. of equity shares |
Face Value |
Total Share Capital |
|
|
(In Rupees) |
(In Rupees) |
| Authorised Capital |
2,50,00,000 |
02 |
5,00,00,000 |
| Issued, subscribed and Paid-up share capital |
2,00,25,000 |
02 |
4,00,50,000 |
7. PUBLIC DEPOSITS
Your company has not accepted any Deposits falling under the meaning as per the
provisions of Section 73 of the Act read with the Rules framed there under during the
financial year 2024-25.
8. INSURANCE
Taking into consideration the multiple risks from fire, earthquake, in-transit damage
and other foreseeable perils considered by the management, your company's assets are
adequately insured.
9. MANAGEMENT DISCUSSION AND ANALYSIS
(a) Industry Structure and Developments:
In 2024, the global economy experienced moderate growth of 3.3% (IMF), reflecting a
period of relative stability. However, as 2025 progresses, the global landscape is
undergoing notable changes, marked by shifting policy priorities amid rising geopolitical
tensions and economic challenges. The threat of mispositioning of change in
broad-basedtariffs,particularly by the United States which will lead to historically high
tariff rates, adversely impacting global GDP and increasing economic uncertainty, thereby
creating a volatile short-term outlook.
India's GDP grew by 6.5% in FY 2024 25, reaffirming its position as one of the
fastest-growing major economies amid global uncertainties. This growth was driven by
ongoing structural reforms, rapid digitalisation, sustained infrastructure development,
strong domestic demand, and increased private sector investment across key industries.
In the engineering sector, demand is fueled by investment and capacity expansion in
crucial areas such as power, infrastructure, mining, as well as in sectors like general
manufacturing, automotive, process industries goods. The industry continues to invest in
technology to enhance operational efficiency witnessed increased in order booking on the
back of increasing consumer demand and infrastructure development. The positive economic
outlook is reinforced by the government's proactive measures, as evidenced by the budget
for which targets a capital expenditure more than previous year's estimates.
The company's drive towards excellence continues persistently towards bringing
innovative and various product offerings for the customers at the competitive prices.
ENGINEERING BUSINESS - PIONEERING INNOVATION AND SUSTAINABLE GROWTH
During the year under review, the engineering segment remains the backbone of Mazda
Limited, showcasing resilience, adaptability, and a forward-thinking approach in a dynamic
industrial landscape. Our unwavering commitment to innovation, coupled with our focus on
delivering high-value solutions, continues to strengthen our market leadership and drive
sustainable growth.
Capitalizing on Recent Achievements
A key highlight of the past year has been the successful industrial deployment of our
Non-Chemical Anti-Scaling and Descaling equipment ‘the Smart Rod System'. This ground
breaking solution has surpassed performance expectations across diverse industries,
positioning it as a catalyst for significant growth in the Financial Year 2024-25. The
system's proven efficacy underscores our ability to deliver transformative technologies
that address critical industry needs.
Strategic Innovation as a Growth Driver
Aligned with our vision to lead industrial solutions, we have intensified our Research
and Development (R&D) efforts pioneer cutting-edge technologies. Our focus is on
creating sustainable, high-impact solutions that tackle pressing industry challenges. Key
initiatives include:
• Advanced Evaporation Systems: We are developing innovative hybrid
Mechanical Vapor Recompression (MVR) and Thermal Vapor Recompression (TVR)-based
Evaporation Systems, for which we have applied for the patent. These systems are designed
to enhance energy efficiency and as a leader in the evaporator industry.
• Revolutionizing Air Pollution Control: Our ‘High Gravity' technology
is set to redefine scrubber and stripper by significantly reducing capital and operational
costs while improving efficiency, particularly for CO2, SO2, and NH3 capture. This
innovation aligns with global sustainability goals and strengthens our environmental
stewardship.
• Chemical-Free Cleaning-in-Place (CIP) Solutions: We are conducting
advanced trials for a chemical-free CIP solution tailored for the dairy sector. Successful
alpha trials signal the potential for a game-changing offering enhances sustainability and
operational efficiency.
Fostering a Global Innovation Ecosystem
Our company is dedicated to embracing cutting-edge technologies through strategic
global collaborations. We are actively exploring partnerships with industry leaders to
introduce innovative products, even those beyond our current portfolio. Our focus on
sustainable green energy solutions, including Hydrogen-based technologies and advanced
Desalination systems, aligns with our mission to deliver environmentally responsible
solutions that create lasting value.
Looking Ahead
With a robust pipeline of innovative projects and a commitment to sustainability, Mazda
Limited is well-positioned to deliver exceptional value to our stakeholders. Our strategic
focus on pioneering technologies and fostering global partnerships reinforces our role as
a trusted leaderinengineeringsolutions.Weareconfidentthat these efforts will drive
sustained growth and solidify our reputation as a preferred partner in the industry.
Overall, we are confident that our ongoing initiatives will deliver exceptional value
to our stakeholders and solidify our position as a preferred partner for cutting-edge
engineering solutions.
FOOD BUSINESS:
The Indian FMCG landscape continues to evolve rapidly, shaped by shifting consumer
behaviour, health-conscious choices, and growing demand for convenient yet quality
products. In this dynamic environment, Mazda's Food Division has not only held its ground
but progressed meaningfully posting revenues of Rs. 36.59 crores and a profit of Rs. 3.00
crores for the year 2024-2025.
This performance marks a clear step forward from the previous year and reflects our
focused strategy of core product sales. The upward trajectory in both sales and
profitability reinforces the long-term viability of the investments we've made in people,
capacity, and product innovation.
Performance Highlights
• Diversification Through Innovation
Our R&D-led approach has continued to fuel our product pipeline; we have added a
whole host of new products to our line-up and we have now have entered the ready-to-eat
segment.
• Stronger On-Ground Execution
We've invested in building a more agile and responsive sales force especially in
Gujarat which has allowed us to move closer to the consumer and respond faster to market
shifts. Alongside this, our partnerships with regional super-stockists and trade fair
participation have enhanced our footprint in under-penetrated areas. We are continually
looking to expand our reach domestically in India as time goes by.
• Wider International Interest
Global recognition of our brands continues to grow, with new customers approaching us
based on product quality and reliability. Our participation this year in international
exhibitions such as Indus Food, Saudi Food Show, Africa Food show has greatly contributed
to raising global awareness of our brand and establishing new markets for supply.
• Looking forward
We continue to remain optimistic about our long-term future growth, whilst staying
focussed on expansion within India. Our previous investment in infrastructure, and new
machinery has helped us achieve the revenue figures for 2024-25 and will continue to
bolster our growth in the years to come.
(b) Opportunities & threats:
Our company's growth strategy is underpinned by a series of operational and
technological initiatives designed to enhance efficiency and strengthen our market
position. We are undertaking targeted upgrades to our plant and machinery, streamlining
design and engineering processes, integrating advanced IT systems, and driving continuous
product development through in-house R&D capabilities.
Market trends continue to show strong demand for our offerings, particularly with the
expansion of the engineering sector. With increased industrial activity and greater
emphasis on automation and precision engineering, we anticipate sustained growth across
our target markets in FY 2025 26.
However, certain business threats remain. These include global economic volatility,
potential regulatory and policy shifts, and fluctuations in raw material prices especially
steel. In addition, supply chain disruptions and geopolitical uncertainties may pose
operational challenges. The company is actively addressing these risks through strategic
planning, cost optimization, and robust sourcing strategies.
(c) Segment-wise Performance:
Your company has divided its business in two segments i.e., Engineering Division and
Food division.
The company reported steady performance in the financial year 2024-25. During the year
under review, the turnover of engineering business has decreased by 20% as compared to
previous year and profits for the engineering division showed a decrease of 18% compared
to the previous financial year.
The food division has shown an increase in turnover by 22% and increase in profits by
75% compared to the previous financial year.
(d) Outlook:
India's economic outlook for FY 2025 26 remains cautiously optimistic, supported by
domestic strengths amid global uncertainties. While challenges such as commodity price
volatility, trade disruptions, and geopolitical tensions persist, the country's structural
stability and robust policy framework are expected to help absorb these shocks.
The company has already received an order from foreigncompany Effectevaporator system
which will boost supplyMulti the order book value of the company and will show the growth
in turnover and profits.
(e) Risk and concerns:
The company operates in a dynamic and competitive environment and remains vigilant to
strategic, innovation-driven, and technology-related risks. Any significant and
unfavorable shifts in industry trends, or volatility in the prices of raw materials may
potentially impact business performance. To mitigate such risks, the company continuously
upgrade their products by upgrading the designs and innovations through its Research &
Development and adapts its strategies accordingly. A key strength lies in the company's
long-standing relationships with its customers, which has resulted in a strong base of
repeat orders and customer loyalty. This provides a degree of resilience in times of
market fluctuation.
However, risks arising from global markets, including regulatory and geopolitical
developments, may influence company's operations and future outlook. The company also
faces pricing pressures, especially while competing with lower bids in the market. In
order to secure contracts at competitive rates, there is a possibility of margin
compression. To manage this, a robust pricing governance mechanism is in place. Minimum
acceptable margins are established, and any deviations are subject to a structured
approval process backed by commercial justification. Additionally, wherever feasible,
margin security is ensured through back-to-back contractual arrangements with vendors and
with the consent of clients. Operational risks, particularly those associated with project
execution from order acquisition to final delivery are managed through integrated planning
and close coordination across functions. Emphasis is placed on timely resource deployment,
adherence to budgets, and compliance with timelines. Any breakdown in these process
linkages may lead to cost overruns or schedule delays. The company remains focused on
strengthening these internal processes to ensure predictable and efficient execution.
Overall, the company continues to reinforce its risk management framework and
operational discipline to sustain performance and deliver value to all stakeholders.
(f) Internal control systems, its adequacy and risk management:
Your company maintains robust internal control procedures, precisely tailored to the
nature and scale of its operations. These controls are engineered to offer reasonable
assurance regarding:
• Maintenance of proper accounting controls: Ensuring the orderly and
efficient conduct of business.
• Operational monitoring: Facilitating effective oversight of company
activities.
• Reliability of financial reporting:Promoting accuracy and trustworthiness
in financial disclosures.
• Accuracy and completeness of accounting records: Guaranteeing the
integrity of all financial data.
• Timely preparation of reliable financial information: Ensuring
information is available when needed for informed decision-making.
• Protection of assets: Safeguarding against unauthorized use or loss.
• Prevention and detection of fraud and errors: Minimizing financial
irregularities.
• Compliance with regulations: Adhering to all applicable laws and
standards.
The company is committed to continuously aligning its processes and controls with
global best practices.
Your company has established adequate internal control procedures, commensurate with
the nature of its business and the size of its operations. These controls are designed to
provide reasonable assurance regarding the maintenance of proper accounting controls to
ensure the orderly and efficient conduct of business, monitoring of operations,
reliability of financial reporting, accuracy and completeness of accounting records,
timely preparation of reliable financial information, protection of assets from
unauthorized use or loss, prevention and detection of fraud and errors, and compliance
with regulations. Your company has continued its efforts to align all its processes and
controls with global best practices.
To provide reasonable assurance that accounting records are reliable for preparing
financial statements, the maintains a system of accounting and controls, including an
internal audit process. Internal controls are evaluated by the Internal Audit team and
supported by Management reviews. All the audit observations if any and follow-up actions
are tracked for resolution by the Internal Audit function and reported to the Audit
Committee. The Internal Auditors checks transparency in financial reporting, ethical
conduct, regulatory compliance, conflict of interest reviews, and the reporting of
concerns. Anti-fraud programmes, including whistle-blower and vigil mechanisms, are
operational across the company.
During the financial year 2024-25, no significant deficiencies/material weaknesses that
might impact financial statements have been reported by the Internal Auditor as at the
Balance Sheet date.
(g) Financial performance including Financial Ratios with respect to operational
performance:
The financial results and other developments during the year under review in respect of
the company's published result prepared as per Indian Accounting Standards (IND AS).
Highlights below are given only for comparison.
Financial Highlights for operating performance of financial year 2024-25: (Rs. In lacs)
Particulars |
2024-25 |
2023-24 |
Total Income |
20,073.71 |
23,201.07 |
EBITDA |
3,742.89 |
4,634.95 |
PBT |
3,300.73 |
4,179.00 |
PAT |
2,485.42 |
3,152.03 |
Financial Ratios pursuant to Regulation 34 of SEBI (LODR)
Regulation, 2015: |
|
|
Ratios |
|
|
| (a) Current Ratio |
6.44 |
6.82 |
| (b) Debt-Equity Ratio |
- |
- |
| (c) Debt Service Coverage Ratio* |
NA |
107.90 |
| (d) Return on Equity (ROE) Ratio (%) |
11.24 |
15.83 |
| (e) Inventory Turnover Ratio |
4.85 |
5.08 |
| (f) Trade Receivables Turnover Ratio |
5.24 |
6.45 |
| (g) Trade Payables Turnover Ratio |
6.81 |
6.34 |
Particulars |
2024-25 |
2023-24 |
| (h) Net Capital Turnover Ratio |
1.24 |
1.64 |
| (i) Net Profit Ratio (%) |
12.86 |
13.98 |
| (j) Return on Capital Employed (%) |
13.99 |
19.29 |
| (k) Return on Investment (%) |
8.04 |
9.88 |
(h) Details of change in Return on Net Worth as compared to the previous financial
year:
The Net Worth of the company stood at Rs. 22,992.62 Lacs for the current financial
year as compared to Rs. 21,224.04 Lacs for the previous financial year 2023-24, whereas
Return on Net Worth for the Year 2024-25 was 8.33% as compared to 14.17% for the
previousfinancial . year 2023-24
(i) Material developments in Human Resources, Industrial Relations, and Health, Safety
& Environment:
The company is supported by a highly committed and skilled workforce, fostered by a
professional and inclusive culture. Its innovative human resource practices are
strategically aligned with business goals, ensuring that talent development, performance,
and organizational growth move hand in hand.
The number of employees as on 31st March, 2025 was 243.
Your company's manufacturing facility at all five units and corporate office are ISO
9001:2015 & 14001:2015, and 45001:2018 certified.
10. EMPLOYEE STOCK OPTION
Your company has not issued any Stock Option to their employees.
11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
There are no subsidiaries, associates or joint ventures of your company.
12. DIRECTORS
As on 31st March, 2025, the Board of Directors of the company comprised nine members,
including two Whole-Time Directors and seven Non-Executive Directors of whom three are
Independent Directors in accordance with the requirements of applicable laws and
regulations. The Board also reflects strong gender diversity, with four women Directors
among its members. In pursuant to the provision of Section 149 of the Act, Mr. Mohib
Khericha (DIN: 00010365), Mr. Saurin Palkhiwala (DIN: 03604769), and Mr. Nilesh Mankiwala
(DIN: 06927530) completed their two consecutive term of five years each as Independent
Directors and henceforth, they ceased to be Independent Directors of the Company with
effect from 09th September, 2024. During the year under review, the Board on the
recommendation of Nomination and Remuneration Committee, had re-designated the position of
Mr. Mohib Khericha, who also served as the Chairman and Non-Executive Independent Director
of the company as Non-Executive and Non-Independent director with effect from 09th
September, 2024.
Further, based on the approval of the members at the Annual General Meeting held on
09th September, 2024, Mr. Mihir Mehta (DIN: 10733016), Mr. Ashok Kavdia (DIN: 00054601),
and Mrs. Shetal Bhatt (DIN: 10733013) have been appointed as Independent Directors of the
Company for a term of five consecutive years. In accordance with the provisions of Section
152 of the Act and the Articles of Association of the company, Mr. Percy Avari (DIN:
00499114) and Mrs. Sheila Mody (DIN: 00496561), Directors, are liable to retire by
rotation at the forthcoming AGM and, being eligible, have offered themselves for
re-appointment.
The tenure of two Whole-Time Directors, Mrs. Shanaya Mody Khatua (DIN: 01241585) and
Mr. Percy Avari (DIN: 00499114), is due to expire on completion offinancialyear 2025-26
i.e., 31 st March, 2026. The Board of Directors, at its meeting, has approved/ recommended
their re-appointment, subject to the approval of the Members at the ensuing AGM.
The Board recommends the re-appointment of the aforementioned Directors for the
consideration and approval of the Members at the forthcoming AGM.
In accordance with the provisions of Regulation 36 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and
Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries
of India (ICSI), the brief profiles of Directors proposed to be re-appointed are annexed
to the Notice convening theAGM. All Directors of the company had submitted declarations
confirming that they are not disqualified from being appointed or continuing as Directors
under Section 164 of the Companies Act, 2013.
Pursuant to Section 149 of the Act, read with the applicable rules and in line with
Regulations 16(1)(b) and 25 of the SEBI Listing Regulations, the Independent Directors
have provided declarations confirmingthat they meet the prescribed criteria of
independence. They have also affirmed compliance with the Code for IndependentDirectors as
outlined in Schedule IV of the Act.
The Board, after due assessment, is of the opinion that all Independent Directors
continue to meet the requirements of and SEBI Listing Regulations. They are independent of
the management and bring independenceasspecified to the Board their extensive expertise,
professional experience, and deep knowledge in diverse fields including finance, audit,
taxation, risk advisory, banking, financial services, and investments. They continue to
uphold the highest standards of integrity and ethical governance.
All Independent Directors are also duly registered with the Independent Directors'
databank maintained by the Indian Institute of Corporate Affairs (IICA). The Board further
confirms that no change has occurred in their status or eligibility as Independent
Directors during the financial year under review.
13. KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Sections 2(51) and 203 of Act read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following
persons act as Key Managerial Personnel of the company during the year under review; a.
Mr. Percy Avari, Whole-Time Director (DIN:00499114) b. Mrs. Shanaya Mody Khatua,
Whole-Time Director (DIN: 01241585) c. Mr. Cyrus Bhagwagar, Chief Financial Officer d. Mr.
Nishith Kayasth, Company Secretary During the year under review, there are no change in
the Key Managerial Personnel of the company.
14. NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board of Directors met for four (4) times, as
prescribed under the Act and SEBI Listing Regulations. The relevant details, including
composition of the Board, dates of meetings, attendance and various committees of the
Board are given in the Corporate Governance Report forming part of this report.
15. BOARD EVALUATION
In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors conducted an annual evaluation of its own performance, the performance of its
committees, and that of individual Directors.
During the year under review, Nomination and Remuneration Committee (NRC) undertook a
comprehensive performance evaluation of the Senior Management, including the Chief
Financial Officer and the Company Secretary, based on predefined performance parameters
aligned with the company's strategic and operational goals.
A separate meeting of the Independent Directors was held, where they evaluated the
performance of:
• Non-Independent Directors,
• Board as a whole, and
• Chairman of the Board
The evaluation of the Chairman was carried out using detailed criteria, including his
effectiveness in managing relationships with shareholders, employees, the Board and
management, as well as his leadership and governance capabilities.
The performance of Executive Directors and Independent Directors was assessed by the
full Board using objective evaluation criteria such as:
• Active participation in Board and Committee meetings,
• Constructive engagement with fellow Board members and senior management,
• Demonstration of integrity, ethical behavior, and professional conduct.
The methodology and process followed for this evaluation exercise have been outlined in
the Corporate Governance Report, which forms an integral part of this Annual Report.
Based on the outcome of the evaluation process, the Board expressed its satisfaction
with the overall performance and functioning of the Board, its committees, and independent
Directors.
The Board of Directors expressed their satisfaction with the evaluation process.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(3)(c) of the Act, with respect to
Directors' Responsibility Statement, your Directors hereby confirm the following: (i) In
the preparation of the annual accounts for the year ended 31st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any; (ii) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company as at 31st March, 2025
and of the profit of the company for the year ended on that date;
(iii) The Directors have taken proper and sufficientcare for the maintenance of
adequate the provisions of the Companies Act, 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities; (iv) The
Directors have prepared the annual accounts on a going concern basis; (v) The Directors
have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; (vi) The
Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
17. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The requisite details as required by Section 178(3) & (4) of the Act and as per the
requirement of SEBI Listing Regulations is given in the Corporate Governance Report
forming part of this report.
The policy of the company on Directors' appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of Section 178 of the Act, is
available on the website, i.e.,
https://www.mazdalimited.com/Remuneration-Nomination-policy_MazdaLimited.pdf
18. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Companies (Management and Administration) Rules, 2014, the Annual Return is available on
the website of the company i.e., on https://www.mazdalimited.com/investor-relation.html
19. AUDIT COMMITTEE
The Audit Committee of the company is constituted in compliance with Section 177 of the
Act and Regulation 18 of the SEBI
Listing Regulations. The Committee comprises of four Directors: Mr. Ashok Kavdia
(Chairman), Mr. Mohib Khericha, Mr. Mihir Mehta, and Mrs. Shetal Bhatt, with three being
Independent Directors.
The Committee's composition, powers, and terms of reference are in line with the
applicable statutory provisions. It plays a key role in overseeing the company's financial
reporting process, internal control systems, audit functions, and compliance mechanisms.
All related party transactions are placed before the Committee for periodic review to
ensure transparency and adherence to the company's Related Party Transactions Policy.
The company has also established a Vigil Mechanism, enabling directors and employees to
report genuine concerns in a secure and confidential manner. Details of the mechanism are
available on the company's website.
The composition and attendance of the Audit Committee members are disclosed in the
Corporate Governance Report, which forms part of this Annual Report.
During the year under review, the Board accepted all recommendations made by the Audit
Committee, underscoring its effective and independent oversight.
20. SHARE CAPITAL had Sub-divided / split face value of its equity shares,
whereby the face value of each Duringthefinancial share had been changed from Rs. 10/- to
Rs. 2/- w.e.f 28th January, 2025. The existing Paid-up share capital of company has
changed from 40,05,000 equity shares of Rs. 10/- each to 2,00,25,000 equity shares of Rs.
2/- each.
Change in Issued, Subscribed and Paid-up share capital are mentioned below:
Particulars |
No. of Equity |
Face Value |
Paid-up Share |
|
Shares |
(Rs.) |
capital (Rs.) |
| Paid-up Capital of the company as at 1st April, 2024 |
40,05,000 |
10 |
4,00,50,000 |
| Paid-up Capital of the company as at 31st March, 2025 |
2,00,25,000 |
02 |
4,00,50,000 |
21. TRANSFER TO RESERVES
The company has not transferred any amount to the General Reserve for the financial
year ended 31 st March, 2025.
22. CHANGES IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there were no changes in the nature of business carried
out by the company. The company has not changed the class of business in which the company
has an interest.
23. REPORTING OF FRAUD BY STATUTORY AUDITORS
There was no instance of fraud during the year under review, which required the
Statutory Auditor to report to the Audit Committee and / or Board under section 143 (12)
of the Act.
24. AUDITORS AND AUDITORS' REPORT
• Statutory Auditor
At the 32nd Annual General Meeting held on 28th September, 2022, the members approved
re-appointment of M/s. Mayank Shah & Associates, Chartered Accountants, Ahmedabad
(Registration No. 106109W) as Statutory Auditors of the company to hold office for a
period of five nd AGM up to the conclusion of 37th AGM to be held in theyears
fromtheconclusion of 32 year 2027.
The Board has taken note and M/s. Mayank Shah & Associates, Chartered Accountants,
have confirmed their eligibility under section 141 of the Act and the Rules framed
thereunder as Statutory Auditors of the company. As required under SEBI
Listing Regulations, the Auditors have also confirmed that they hold a valid
certificate issued by the peer review Board of the Institute of Chartered Accountants of
India.
There are no qualifications, reservations or adverse remarks or disclaimers made by the
auditors in their report on the financial statements of the company for the financial year
ended 31 st March, 2025. The notes on the Financial Statements referred to in the
Auditors' Report are self-explanatory and do not call for any comments or explanations.
• Secretarial Auditor
Pursuant to requirement of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. Rutul
Shukla & Associates, Practicing Company Secretaries, to undertake the Secretarial
Audit and to provide Annual Secretarial Compliance Report of the company for the financial
year 2024-25. Secretarial Audit Report is given by M/s. Rutul Shukla & Associates,
Practicing Company Secretaries and is attached herewith as Annexure-A.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
Pursuant to SEBI Circular No. SEBI/LAD-NRO/GN/2024/218, it has been made mandatory to
appoint Secretarial Auditor with the approval of shareholders at the AGM. In compliance
with regulation 24A of SEBI Listing Regulations and Section 204 of the Act, the Board at
its meeting held on 05th August, 2025, Upon the recommendation of the Audit Committee, has
approved for the appointment of M/s. Rutul Shukla & Associates, Practicing Company
Secretaries (COP: 7470), a peer reviewed firm as Secretarial Auditor of the company for a
term of five consecutive years commencing from the financial 2025-26 to financial year
2029-30, subject to approval of the Members at the ensuingAGM.
• Cost Auditor
Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost
audit records maintained by the company in respect of its manufacturing of ‘Other
Engineering Goods' activity is required to be audited.
As per the requirement of Section 148(3) of the Act read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the Board of Directors have, based on the
recommendation of the Audit Committee, appointed M/s. Nisha Patel & Associates, Cost
Accountant, Ahmedabad (Firm Registration No.: 102667) to audit the cost accounts of the
company for the financial year 2024-25. As required under the Act, necessary resolution
seeking members' payable to M/s. Nisha Patel & Associates, is forming part of the
notice convening 35th Annual General Meeting of the company.
The Cost Audit Report for the financial year 2024-25 will be submitted to the Central
Government in the prescribed format.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
Particulars of loans and guarantees given and the investments made by the company as at
31st March, 2025 form part of the Notes to the financial statements provided in this
integrated Annual Report. investments in schemes of various mutual and debt funds. The
Duringthefinancial market value of investments as at 31st March, 2025 was Rs. 8919.72
Lacs.
26. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, your company
has in place a well-defined Policy on Related Party Transactions, which is available on
the company's website at: mazdalimited.com/Related-Party-
TransactionPolicy_MazdaLimited.pdf This Policy provides a framework for the review,
approval, and disclosure of related party transactions to ensure transparency and
compliance with applicable legal and regulatory requirements. The Audit Committee, in
accordance with its terms of reference, reviewed and revised the Related Party
Transactions Policy to ensure its alignment with the latest amendments under the SEBI
Listing Regulations and the Companies Act, 2013. The revised policy was subsequently
approved by the Board of Directors. The Board has also laid down the criteria for granting
omnibus approvals by the Audit Committee for related party transactions, within the
overall framework of this policy.
During the year under review:
• All related party transactions were conducted at arm's length basis and in the
ordinary course of business;
• All transactions were reviewed and approved by the Audit Committee in accordance
with the approved policy;
• No material related party transactions were entered into during the year, which
would require shareholder approval under the applicable laws.
Accordingly, the disclosure under Section 134(3)(h) of the Companies Act, 2013, read
with Rule 8 of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable to
the company for the year under review.
The disclosures on related party transactions as required under Para A of Schedule V,
read with Regulation 34(3) of the SEBI Listing Regulations, have been appropriately
disclosed in the Financial Statements forming part of this Annual Report.
27. STATE OF AFFAIRS OF THE COMPANY
The state of affairs of the company are mentioned in the Management Discussion and
Analysis Report.
28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments, affecting the financial position
of the company, which have occurred between the end of the financial year of the company
and the date of this report, except as disclosed elsewhere in the report.
29. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, RESEARCH &
DEVELOPMENT AND FOREIGN EXCHANGE
EARNINGS & OUTGO
The particulars relating to conservation of energy and technology absorption and
Foreign Exchange Earnings & Outgo, as required to be disclosed in terms of Section 134
of the Act, read with the Companies (Accounts) Rules, 2014, is attached as
Annexure – B. 30. MITIGATION OF RISK
Your company has been addressing various risks impacting the company which is provided
in the Management Discussion and Analysis Report. However, as per the SEBI Listing
Regulation constitution of Risk Management Committee for enforcing Risk Management Policy
is not applicable to the company.
31. CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)
In accordance with the provisions of Section 135 of the Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Amendment Rules, 2021, your company has
formulated a CSR Policy based on the recommendations of the CSR Committee and with the
approval of the Board of Directors. The CSR Policy outlines the company's approach to
fulfillingits social responsibilities and is available on the company's website at:
https://www.mazdalimited.com/CSR-Policy_MazdaLimited.pdf The composition of the CSR
Committee, along with other relevant details, is provided in the Corporate Governance
Report forming part of this Annual Report.
During the year under review, the company undertook various CSR initiatives in
alignment with the activities specified Schedule VII of the Companies Act, 2013. These
initiatives were implemented through implementing agencies, ensuring effective execution
and community impact and the same is available on the website of the company.
A brief outline of the CSR Policy, along with the details of the CSR during the
financial Annexure-C to this Report. year, is provided in
32. PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES
The Board of Directors, based on the recommendations of the Nomination and Remuneration
Committee (NRC), has formulated a comprehensive Policy on the selection, appointment, and
remuneration of Directors and Senior Management Personnel. This policy aims to ensure that
appointments are made based on merit, leadership qualities, and strategic alignment with
the company's long-term objectives. The salient features of the Remuneration Policy are
disclosed in the Corporate Governance Report, and the full policy is available on the
company's website
at:https://www.mazdalimited.com/Remuneration-Nomination-policy_MazdaLimited.pdf
In compliance with Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement containing prescribed disclosures relating to the remuneration of Directors and
Key Managerial Personnel is appended as Annexure – D to this Report.
Further, pursuant to Rule 5(2) and 5(3) of the said Rules, a statement providing the
names and details of the top ten employees of the company in terms of remuneration drawn,
along with information on employees receiving remuneration in excess of the prescribed
limits, also forms part of Annexure – D.
33. REPORT ON CORPORATE GOVERNANCE
The company is fully committed to good Corporate Governance and is compliant with
applicable provision of law relating to Corporate Governance. The report on Corporate
Governance, as stipulated under Regulation 34 of the SEBI Listing Regulations forms as
integral part of the Annual Report. The requisite certificate from Rutul Shukla and
Associate, Practicing Company Secretaries, confirming compliance with the conditions of
Corporate Governance as stipulated under the SEBI Listing Regulation is part of this
Report.
34. SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING
GOING CONCERN AND
COMPANY'S OPERATIONS
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or company's operations in future.
35. STOCK EXCHANGES AND LISTING FEES
The company's equity shares are listed at BSE Limited and NSE Limited. There are no
payments outstanding to the Stock Exchanges by way of listing fees, etc.
36. INTERNAL FINANCIAL CONTROL SYSTEM
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
During the year, such controls were tested and no reportable material weaknesses in the
design or operation were observed. The Board is of the opinion that the company's internal
financial controls were adequate and effective during FY 2024-25.
37. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The company has always believed in providing a safe and conducive workplace for every
individual working on the company's premises through various interventions and practices.
The company always endeavors to create and provide an environment that is free from
discrimination and harassment including sexual harassment.
All employees, trainees, volunteers, third parties and/or visitors at all business
units are covered by the said policy. Across the organization, managers, employees and
Internal Complaints Committee were made aware regarding the provisions of POSH. The
company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year under review, there were no complaints filed
pursuant to the said Act.
The Particulars summary of Sexual Harassment during the year under review:
Particulars |
Total (in figures) |
| Number of complaints received during the year |
00 |
| Number of complaints resolved during the year |
00 |
| Number of complaints pending for beyond 90 days |
00 |
38. COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961
During the year under review, the company had complied with the provisions of the
Maternity Benefit Act, 1961, ensuring all applicable benefits were extended to eligible
employees, if any. The company remains committed to supporting the well-being and rights
of its women employees by ensuring a safe, inclusive, and supportive work environment.
39. COMPLIANCE WITH SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings
of the Board of Directors' and ‘General Meetings' respectively, have been duly
complied by your company during the financial year under review.
40. VIGIL MECHANISM / WHISLTE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) & (10) of the Act read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI
Listing Regulations, the Board has framed a ‘Whistle Blower Policy and Vigil
Mechanism'.
The company believes in the conduct of the matters in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical
behavior.
The Policy has been framed with a view to provide a mechanism, inter alia, enabling
stakeholders including Directors, individual employees of the company and their
representative bodies to freely communicate their concerns about illegal or unethical
practices and to report genuine concerns or grievances as also to report to the management
concerns about unethical behavior, actual or suspected fraud or violation of the company's
Code of Conduct.
The policy can be accessed on the company's website at
https://www.mazdalimited.com/Vigil-Mechanism-policy_MazdaLimited.pdf. During the year, no
person has been declined access to the Audit Committee, wherever desired.
41. ESOP
The company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.
42. Insolvency and Bankruptcy Code, 2016
There is no Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016.
43. Settlement with any banks or financial institution
As the company has not made any one-time settlement with any banks or financial
institution during the year under review, Rule (8) sub-rule (5) clause (xii) of Companies
(Accounts) Rules,2014 is not applicable.
44. APPRECIATION
Your directors express its sincere gratitude for the continued support and trust
extended by all stakeholders, including the Central and State Government Authorities,
Regulatory Bodies, Stock Exchanges, Financial Institutions, Analysts, Advisors, Local
Communities, Customers, Vendors, Business Partners, Shareholders, and Investors. Their
confidence and unwavering belief in the company have been instrumental in driving its
sustained progress and success.
The Directors also take this opportunity to wholeheartedly appreciate the commitment,
dedication, and hard work of the company's employees across all levels. Their efforts have
been vital in enabling the company to achieve consistent growth and are the foundation
upon which future excellence will be built.
45. CAUTIONARY NOTE
Statements in the "Management Discussion and Analysis" describing the
company's objectives, expectations or predictions are as perceived currently. Actual
results may differ materially from those expressed in this statement. Important factors
that could the company's operations include supply and demand conditions affecting selling
prices of finished goods, input prices, influence changes in government regulations, tax
laws, economic developments within the country and other factors such as litigation and
industrial relations.
|
|
For and on behalf of the Board |
|
Sd/- |
Sd/- |
|
Mohib Khericha |
Percy Avari |
| Place : Ahmedabad |
Chairman |
Whole-Time Director |
| Date : 05th August, 2025 |
(DIN: 00010365) |
(DIN: 00499114) |
|