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:

* 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.