The Board of Directors of your Company takes pleasure in presenting the 45th (Forty-Fifth) Director's Re¬
port on the business and operations of Mipco Seamless Rings (Gujarat) Limited ('the Company') together
with the Audited Financial Statements for the Financial Year ended 31st March 2025 along with the Report
of Statutory Auditors of your Company.

Financial Highlights:

The Company has prepared financial results in accordance with the Companies (Indian Accounting Stan¬
dards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013.

The performance of the Company for the financial year ended 31st March 2025 is summarized below:

(Rs. In Lakhs)

The Audited Financial Statements of the Company as on 31st March, 2025, are prepared in accordance with
the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Require¬
ments) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013 ("the Act"),
forms part of this Annual Report.

Financial Performance:

During the financial year under review, the Company did not generate any revenue from operations. How¬
ever, it recorded other income of ?5.97 lakhs, as against ?0.48 lakhs in the previous year. Consequently, the
net loss reduced to ?10.46 lakhs as compared to ?31.47 lakhs in the previous year.

Material Events During The Financial Year:

Unless as provided elsewhere in this Report, there were no significant material changes and commitments
affecting financial position of the company during the financial year under review.

Change In The Nature of Business, If Any:

During the financial year under review, there were no changes in the nature of its business.

Share Capital:

(*) The Authorized Share Capital of the Company as on 31st March 2025 was Rs. 7,00,00,000/- comprising of
Rs. 5,00,00,000/- Equity Capital divided into 50,00,000 Equity Shares of Rs. 10/- each and Rs. 2,00,00,000/-
Preference Capital divided into 2,00,000 Preference Shares of Rs. 100/- each.

The issued equity share capital of the Company is Rs. 3,58,50,000/- divided into 35,85,000 equity shares of
Rs. 10/- each.

The listed share capital of the Company is Rs. 3,58,48,000/- divided into 35,84,800 Equity shares of Rs. 10/-
each.

The difference in issued capital & listed capital is due to the forfeiture of 200 Equity Shares.

The paid-up capital of the Company is Rs. 5,58,48,000/- divided into 35,85,000 Equity Shares of Rs. 10/- each
and 2,00,000 Preference shares of Rs. 100/- each.

(*) The Board of Directors of the Company in its meeting held on 29^th May 2025 has approved to increase
the Authorised Share Capital of the Company from Rs. 7,00,00,000/- TO Rs. 25,00,00,000/- comprising of Rs.
23,00,00,000/- Equity Capital and Rs. 2,00,00,000/- Preference Share Capital, subject to the approval of the
members in the ensuing general meeting.

Further, during the period under review, your Company has not bought back any of its securities / has not
issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential
Voting rights and there has been no change in the voting rights of the shareholders.

Reserves

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not transferred
any amount to general reserves account of the company during the year under review.

Dividend

During the financial year under review, the Company has incurred losses and therefore no dividend has been
recommended by your Board.

Board Meetings

The Board of Directors duly met eight (8) times during the financial year 2024-25 on 14^th May 2024, 12^th
August 2024, 22^nd August 2024, 16^th October 2024, 11^th November 2024, 24^th December 2024, 8^th February
2025 and 11^th March 2025, in respect of which proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.

Transfer to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 read along with the Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifi¬
cations, thereof) does not apply to the Company as there was no dividend declared during the financial year
under review.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regu¬
lation 34 read along Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 is presented in a separate section forming part of the Annual Report. (Annexure-I)

Corporate Governance Report

As per the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
compliance with the Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22,
23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C,
D and E of Schedule V are not applicable to Companies having Paid up Equity Share Capital not exceeding
Rs.10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous Financial Year.

Accordingly, compliances with respect to Corporate Governance disclosures are not applicable to your Com¬
pany. However, your Company strives to incorporate the appropriate standards for Corporate Governance
in the interest of the stakeholders of the Company.

Directors And Key Managerial Personnel

As on the date of this report, the Company has five (5) directors, comprising three (3) independent directors,
including one woman director, along with one non-executive director and one executive director. The details
of Board and Committee composition, tenure of directors, and other details are available later part of the
Annual Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise,
and competencies of the Directors in the context of the Company's business for effective functioning.

Key Managerial Personnel:

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per
Sections 2(51) and 203 of the Act:

• Mr. Vikky Jain, Additional Director (Whole-Time Director) (Appointed w.e.f. 25^th April 2025);

• Mr. Amarjit Rajbhar, Chief Financial Officer (Appointed w.e.f. 29^th May 2025);

• Ms. Labdhi Jain, Company Secretary and Compliance Officer (Appointed w.e.f. 16^th October 2024)

Retirement by Rotation and Re-Appointment of Director

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder and Arti¬
cles of Association of your Company, Mr. Venkata Rao Sadhanala, Non-Executive Director of the Company is
liable to retire by rotation at the ensuing AGM and being eligible, offers herself for reappointment.

The Board recommends the re-appointment of Mr. Venkata Rao Sadhanala as Director for your approval.
Brief details as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are
provided in the Notice of AGM.

Appointment / Re-Appointment / Cessation / Change In Designation Of Directors
And Key Managerial Personnel:

During the financial year under review, following changes took place in the Directorships and Key Manage¬
rial Personnel:

Appointment

1. Ms. Labdhi Jain was appointed as the Company Secretary and Compliance Officer of the Company with
effect from 16^th October, 2024.

2. Mrs. Nikitha Sarda was appointed as Additional Director (Non-Executive and Independent Director) of
the Company with effect from 24^th December, 2024.

In compliance with provisions of Section 134 of Companies Act, 2013 read with Rule 8 (5)(iii)(a) of Com¬
panies (Accounts) Rules, 2014 , the Board has found Mrs. Nikitha Sarda, a qualified Company Secretary
to be proficient enough to be on the Board of the company and trust her integrity, expertise and expe¬
rience as member of the Board would be of value to the company.

Cessation

1. Upon completion of tenure of Ms. Nadella Sridevi as Independent Director of the Company, the
office was vacated with effect from 26^th September, 2024.

The Board places on record its appreciation towards valuable contribution made by her during their
tenure as Directors of the Company.

2. Mr. Sachendra Tummula resigned from the position of Managing Director of the Company with
effect from 27^th January 2025 due to his preoccupations.

The Board places on record its appreciation for the valuable contributions made by Mr. Sachendra
Tummula during his tenure as a Managing Director of the Company.

3. Ms. Nisha Kedia resigned from the position of Company Secretary and Compliance Officer of the
Company with effect from 11^th May 2025 due to his preoccupations.

Apart from above there were no appointments or cessation or changes in the Directors of the Company or
Key Managerial Personnel during the financial year under review

After the closure of the financial year, based on the recommendation of Nomination and Remuneration
Committee, the Board of Directors appointed:

1. Mr. Vikky Jain as the Additional Director (Whole-Time Director) of the Company with effect from
25^th April, 2025.

2. Mr. Amarjit Rajbhar as the Chief Financial Officer of the Company with effect from 29^th May, 2025.

3. Mr. Somnath Dasgupta as the Additional Director (Non-Executive and Independent Director) of the
Company with effect from 13^th August, 2025.

In compliance with provisions of Section 134 of Companies Act, 2013 read with Rule 8 (5)(iii)(a) of
Companies (Accounts) Rules, 2014 , the Board has found Mr. Somnath Dasgupta, a qualified Cost
and Management Accountant to be proficient enough to be on the Board of the company and trust
her integrity, expertise and experience as member of the Board would be of value to the company.

After the closure of the financial year, the following Directors/ Key Managerial Personnel resigned:

1. Mr. Sridhar Dasra resigned from the position of Chief Financial Officer of the Company, effective
from 25^th April, 2025.

2. The Board places on record its appreciation for the valuable contributions made by Mr. Sridhar
Dasra during his tenure as a Chief Financial Officer of the Company.

3. Mr. Sanjiv Kumar Tandon resigned from the position of Non-Executive - Non- Independent Director
of the Company with effect from 28^th August 2025 due to his preoccupations.

The Board places on record its appreciation for the valuable contributions made by Mr. Sanjiv Ku¬
mar Tandon during his tenure as a Non-Executive - Non- Independent Director of the Company.

EVALUATION OF THE BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board
has carried out annual performance evaluation of its own, its committees and individual directors of the
Company. The annual performance evaluation was carried out through structured evaluation process which
was based on the criteria as laid down by Nomination and Remuneration Committee, which includes various
aspects such as composition of the Board & Committees, diversity of the Board, experience & competencies
of individual directors, performance of specific duties & obligations, contribution at the meetings and oth¬
erwise, team work, exercise of independent judgments and implementation of corporate governance princi¬
pals etc. Based on performance evaluation, the Board has concluded that efforts and contribution made by
all directors individually as well as functioning and performance of the Board as a whole and its committees
were proactive, effective and contributing to the goals of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

As on date of this report, the Board comprises of 3 (Three) Independent Directors. The Independent Di-

rectors are appointed on the Board of your Company in compliance with the applicable provisions of the
Companies Act, 2013 ("the Act") and SEBI Listing Regulations.

Your Company has received declarations from all the Independent Directors confirming that they meet/con-
tinue to meet, as the case may be, the criteria of Independence under sub-section (6) of section 149 of the
Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

As required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosures Requirements) Regu¬
lations, 2015, each newly appointed Independent Director is taken through a formal induction program in¬
cluding the presentation on the Company's manufacturing, marketing, finance and other important aspects.

POLICIES:

i. Nomination and Remuneration Policy

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration as required under
Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Schedule II of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015.

ii. Vigil Mechanism / Whistle Blower Policy

The Company has formulated a Whistle Blower policy and has established Vigil Mechanism for employ¬
ees including Directors of the Company to report genuine Concerns. The provisions of this Policy are in
line with the provisions of Section 177(9) of the Act.

iii. Policy On Board Diversity

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy on
Board Diversity as required Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obliga¬
tions and Disclosures Requirements) Regulations, 2015.

iv. Risk Management Policy

The Board of Directors has adopted an Enterprise Risk Management Policy framed by the Company,
which identifies the risk and lays down the risk minimization procedures. These procedures are periodi¬
cally reviewed to ensure that executive management controls risk through means of a properly defined
framework.

v. Preservation Of Documents And Archival Policy

The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI (Listing obliga¬
tions and Disclosure Requirements) Regulations, 2015 on Preservation of the Documents to ensure
safekeeping of the records and safeguard the documents from getting manhandled, while at the same
time avoiding superfluous inventory of documents.

vi. Policy On Disclosure Of Material Events/ Information

The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI (Listing Obli¬
gations and Disclosure Requirements) Regulations, 2015. The objective of the Policy is to determine
materiality of events or information of the Company and to ensure that such information is adequately
disseminated in pursuance with the Regulations and to provide an overall governance framework for
such determination of materiality.

vii. Policy On Related Party Transactions

The Board of Directors has adopted a Policy on materiality of and dealing with related party transac¬
tions. No material contract or arrangements with related parties were entered into during the year
under review.

Your Company's Policy on Related Party Transactions as adopted by your Board can be accessed on the
Company's website.

viii. Insider Trading Policy:

The Board of Director has adopted the Insider Trading Policy in accordance with the requirement of the
SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays
down guidelines & procedures to be followed, and disclosures to be made while dealing with the shares
of the Company, as well as the consequences of the violations. The policy has been formulated to regu¬
late, monitor and ensure reporting of deals by employees and to maintain highest ethical standards of
dealing in Companies shares.

The Insider Trading policy of the Company covering code of practices and procedures for fair disclosure
of unpublished price sensitive information and code of conduct for preventing insider trading, same is
available on our website.

Auditors

i. Statutory Auditors

M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statu¬
tory Auditors of the Company at the 43rd AGM for a term of five consecutive years and shall hold office
until the conclusion of 48th Annual General Meeting.

The Auditors' Report does not contain any reservation, qualification or adverse remarks.

However, M/s. PPKG & Co., Chartered Accountants (Firm Registration No. 009655S) have tendered their
resignation due to their pre-occupations, effective from 04th September, 2025.

Accordingly, the Board of Directors of the Company at their meeting held on 04th September, 2025,
based on the recommendation of the Audit Committee, has recommended to the Members the ap¬
pointment of M/s. Bijan Ghosh & Associates, Chartered Accountants (FRN: 323214E), as Statutory Audi¬
tors of the Company, for a term of 5 (five) consecutive years from the conclusion of 45th Annual General
Meeting till the conclusion of 50th Annual General Meeting.

Therefore, an Ordinary Resolution, proposing appointment of M/s. Bijan Ghosh & Associates, Chartered
Accountants (FRN: 323214E), as the Statutory Auditors of the Company for a term of five consecutive
years pursuant to Section 139 of the Act, forms part of the Notice of the 45th AGM of the Company. The
Company has received the written consent and a certificate that M/s. Bijan Ghosh & Associates satisfy
the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accor¬
dance with the applicable provisions of the Act and rules framed thereunder.

li. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The Company has appointed M/s. Atluri Ra-
mesh and Associates, Company Secretaries as the Secretarial Auditor. The Secretarial Audit report for
the financial year 2024-25 is annexed herewith to this Report. (Annexure-II).

iii. Internal Auditors

Pursuant to provisions of Section 138 of the Companies Act 2013 and the Companies (Accounts) Rules,
2014. The Company has appointed M/s. Aravind Kumar K & Co., Chartered Accountants as the Internal
Auditor of the Company to conduct and furnish the internal audit report for the Financial Year 2024-25.

No Frauds Reported By Statutory Auditors

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Com¬
panies Act, 2013.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, con¬
firm that:

a) In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting stan¬
dards had been followed along with proper explanation relating to material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year 2024-25 and of the profit and loss of the Company for
the year 1st April 2024 to 31st March 2025.

c) The Directors had 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 pre¬
venting and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

e) The Directors had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

Information about The Financial Performance/ Financial Position of the Subsidiaries
/ Associates:

The Company has no subsidiaries, joint ventures or associate companies during the financial year under
review.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee and formulate pol¬
icy on Corporate Social Responsibility as it does not fall within purview of Section 135(1) of the Companies
Act, 2013 i.e. the Company does not have the net worth of Rs. 500 Crore or turnover of Rs. 1,000 Crore or
more or a net profit of Rs. 5 Crore or more during the immediately preceding financial year.

Related Party Transactions:

During the financial year under review, the Company did not enter into any transactions with related parties.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and
outgo, is annexed, marked and forms part of this Report. (Annexure-III).

Disclosure of Internal Financial Controls

Your Company has in place adequate internal control systems commensurate with the size of its operations.
The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient con¬
duct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness of accounting records and timely prepara¬
tion of reliable financial information. Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, and the reviews performed by management and the
Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate
and effective during the Financial Year 2024-25.

Particulars of Loans, Guarantees Or Investments Under Section 186

During the financial year under review, the Company has not given any loans, guarantee or provided security
or made any investments pursuant to the provisions of Section 186 of Companies Act, 2013.

Non-Executive Directors' Compensation And Disclosures

None of the Independent/ Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the judgment of the Board may affect the independence of the Directors.

Policy on Sexual Harassment

Your Company continues to follow robust policy on Prevention, Prohibition and Redressal of Sexual Harass¬
ment of Women at Workplace. The Company has a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the
aspects as contained under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013".

During the period under review, the Company has not received any complaint of sexual harassment.

Disclosure Pertaining to Sexual Harrasment of Women at Workplace

Your Company has always believed in providing a safe and harassment free workplace for every individual
working in premises through various interventions and practices. The Company always endeavours to create
and provide an environment that is free from discrimination and harassment including sexual harassment.

Further, during the financial year 2024-25 there were no complaints reported under the Prevention of Sex¬
ual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Maternity Benefit Compliance

The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company, as the Company had
no employees during the financial year and, therefore, did not provide any maternity benefits.

Extract Of Annual Return

As required pursuant to section 92(3) and section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Amendment Rules, 2021, the Company has uploaded a copy
of the Annual Return as on 31^st March, 2025 on the website of the Company and the web link for the same
is on the website of the Company at https://mipcoseamless.com/annual-retums.html

Disclosures

i. Number Of Board Meetings:

The Board of Directors of the Company met eight (8) times during the financial year and the gap be¬
tween two meetings did not exceed one hundred and twenty days. The dates on which the said meet¬
ings were held are as follows:

1. 14^th May 2024;

2. 12^th August 2024;

3. 22^nd August 2024;

4. 16^th October 2024;

5. 11^th November 2024;

6. 24^th December 2024;

7. 8^th February 2025;

8. 11^th March 2025.

i. The names and categories of the Directors on the Board, their attendance at Board meetings held
during the financial year and the number of directorships and committee chairmanships / memberships
held by them in other public companies as on 31^st March 2025 are given herein below:

Other Directorships do not include Directorships of Private Limited Companies, Section 8 companies

and of Companies incorporated outside India.

#Chairmanships / Memberships of Board committees shall include only Audit Committee and Stake¬
holders' Relationship Committee.

The Meeting of Independent Directors was held on 18th March 2025 to:

a. evaluate the performance of the Chairperson of the company, taking into account the views of
executive directors and non-executive directors;

b. review the performance of non-independent directors and the Board as a whole;

c. assess the quality, quantity and timeliness of flow of information between the company manage¬
ment and the Board so as to ensure that the Board is performing the duties effectively and reason¬
ably.

ii. Committees Of The Board:

Currently the Board has three Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee.

a. Composition Of Audit Committee:

Currently, the Audit Committee consists of the following members:

a. Mr. Raji Reddy Pulakamdla - Chairperson

b. Mr. Somnath Dasgupta - Member

c. Mrs. Nikitha Sarda - Member

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Raji
Reddy Pulakamdla, Mrs. Nikitha Sarda and Mr. Somnath Dasgupta who forms the majority.

The Audit Committee met five (5) times during the financial year and the dates on which the said
meetings were held are as follows:

The gap between two meetings did not exceed 120 days and the necessary quorum was present for
all the meetings.

The composition of the Audit committee and the details of meetings attended by its members are
given below:

* Ms. Nadella Sridevi ceased to be the Independent Director of the Company upon completion of her
term effective from 26th September, 2024.

**Mr. Sanjiv Kumar Tandon resigned from the position of Non-Executive Non-Independent Director of
the Company, effective from 28th August, 2025.

*** Mrs. Nikitha Sarda was appointed as Additional Director (Non-Executive Independent Director)
effective from 24th December, 2024

The primary objective of the Audit Committee is to monitor and provide effective supervision of
the financial reporting process, to ensure accurate and timely disclosures with the highest level of
transparency, integrity and quality.

All the Audit Committee members are financially literate and bring in expertise in the fields of fi¬
nance, economics and management.

b. Composition of Nomination And Remuneration Committee:

Currently, the Nomination and Remuneration Committee consists of the following members:

Mr. Raji Reddy Pulakamdla - Chairperson

Mr. Somnath Dasgupta - Member

Mrs. Nikitha Sarda - Member

The Nomination and Remuneration Committee met two (2) times during the financial year and the
dates on which the said meetings were held are as follows:

The composition of the Nomination and Remuneration Committee and the details of meetings
attended by its members are given below:

* Ms. Nadella Sridevi ceased to be the Independent Director of the Company upon completion of her
term effective from 26th September, 2024.

**Mr. Sanjiv Kumar Tandon resigned from the position of Non-Executive Non-Independent Director of
the Company, effective from 28th August, 2025.

*** Mrs. Nikitha Sarda was appointed as Additional Director (Non-Executive Independent Director)
effective from 24th December, 2024

c. Composition Of Stakeholders Relationship Committee:

Currently, the Stakeholders Relationship Committee consists of the following members:

Mr. Raji Reddy Pulakamdla - Chairperson

Mr. Somnath Dasgupta - Member

Mrs. Nikitha Sarda - Member

The composition of the Stakeholders Relationship Committee and the details of meetings attend¬
ed by its members are given below:

The Meeting of Stakeholders Relationship Committee was held on 14^th February 2025.

*Mr. Sachendra Tummula resigned from his position as Managing Director due to his pre-occupations,
effective from 27^th January 2025

** Mrs. Nikitha Sarda was appointed as the Additional Director (Non-Executive & Independent Direc¬
tor), effective from 24^th December 2024

*Mr. Sanjiv Kumar Tandon resigned from the position of Non-Executive Non-Independent Director of
the Company, effective from 28^th August, 2025.

iii. Vigil Mechanism:

The Company has implemented a vigil mechanism policy to deal with instance of fraud and mismanage¬
ment, if any. It provides for the directors and employees to report genuine concerns and provides ade¬
quate safeguards against victimization of persons who use such mechanism. There were no complaints
received during the year 2024-25.

Compliance With Secretarial Standards

The Company has generally complied with all the applicable provisions of Secretarial Standard on Meetings
of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by
Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Listing Fees

The Company has timely paid listing fees for the financial year to BSE Limited where its shares are listed.

Particulars Of Employees And Related Disclosures

The information relating to remuneration of Directors and details of the ratio of the remuneration of each
Director to the median employee's remuneration and other details as required pursuant to section 197(12)
of the Act read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Per¬
sonnel) Rules, 2014 is annexed. (Annexure- IV).

None of the employees are drawing Rs. 8,50,000/- and above per month or Rs. 1,02,00,000/- and above in ag¬
gregate per annum, the limits prescribed under Section 197(12) of the Companies Act, 2013 read with rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

Details Of Deposits

Your Company has not accepted any deposits as per Section 73 of the Companies Act 2013 from the public
and as such, no amount on account of principal or interest on deposits from public was outstanding as on
the date of the Balance Sheet.

The Details of Significant Material Orders Passed By The Regulators Or Courts Or
Tribunals Impacting The Going Concern Status And Company's Operations In Future

During the financial year, there were no significant and material orders that

were passed by the regulators or courts or tribunals impacting the going concern status and the Company
operations in future.

Declaration With The Compliance With The Code Of Conduct By Members Of The
Board And Senior Management Personnel

The Company has complied with the requirements about code of conduct for Board Members and Sr. Man¬
agement Personnel.

Details Of Difference Between Amount Of The Valuation Done At The Time Of
Onetime Settlement And The Valuation Done While Taking Loan From The Banks Or
Financial Institutions Along With The Reasons Thereof

During the financial year under review, there was no one-time settlement done by the Company, accordingly
disclosure with respect to difference in valuation and reasons thereof is not applicable.

Details Of Application Made Or Any Proceeding Pending Under The Insolvency And
Bankruptcy Code, 2016

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
during the year under review.

Appreciation

The Directors of your Company are pleased place on record their appreciation of the co-operation and sup¬
port extended by the Financial Institutions, Banks and various State and Central Government Agencies, in¬
valuable contribution made by the Company's employees which made it possible for the Company to achieve
these results.

They would also like to take this opportunity to thank customers, dealers, suppliers, business associates and
valued shareholders for their continued support and encouragement.

Place: Hyderabad
Date: 04^th September 2025

By order of the Board of Directors
For MIPCO SEAMLESS RINGS (GUJARAT) LIMITED

Sd/- Sd/-

VIKKY JAIN VENKAT RAO SADHANALA

Additional Director (Whole-Time Director) Non-Executive Director

DIN:11022293 DIN:02906370