Dear Members,

The Board of Directors of your Company takes pleasure in presenting the 45th (Forty-Fifth) Director's Report 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.

The Company has prepared financial results in accordance with the Companies (Indian Accounting Standards) 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:

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 Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013 ("the Act"), forms part of this Annual Report.

During the financial year under review, the Company did not generate any revenue from operations. However, 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.

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.

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

(*) 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.

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.

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

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.

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 modifications, thereof) does not apply to the Company as there was no dividend declared during the financial year under review.

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 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)

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 Company. However, your Company strives to incorporate the appropriate standards for Corporate Governance in the interest of the stakeholders of the Company.

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.

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. 25th April 2025);

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

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

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder and Articles 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.

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

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

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

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 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 experience as member of the Board would be of value to the company.

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

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

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 11th 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 25th April, 2025.

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

3. Mr. Somnath Dasgupta as the Additional Director (Non-Executive and Independent Director) of the Company with effect from 13th 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 25th 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 28th August 2025 due to his preoccupations.

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

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 otherwise, team work, exercise of independent judgments and implementation of corporate governance principals 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.

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.

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

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.

The Company has formulated a Whistle Blower policy and has established Vigil Mechanism for employees 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.

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 Obligations and Disclosures Requirements) Regulations, 2015.

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 periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI (Listing obligations 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.

The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI (Listing Obligations 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.

The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. 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.

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 regulate, 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.

M/s. PPKG & Co, Chartered Accountants (Firm Registration No. 009655S) were appointed as the Statutory 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 appointment of M/s. Bijan Ghosh & Associates, Chartered Accountants (FRN: 323214E), as Statutory Auditors 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 accordance with the applicable provisions of the Act and rules framed thereunder.

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).

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.

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 Companies Act, 2013.

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

a) In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards 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 preventing 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.

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

The Company is not required to constitute a Corporate Social Responsibility Committee and formulate policy 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.

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

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).

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 conduct 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 preparation 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.

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.

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.

Your Company continues to follow robust policy on Prevention, Prohibition and Redressal of Sexual Harassment 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.

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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

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

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

1. 14th May 2024;

2. 12th August 2024;

3. 22nd August 2024;

4. 16th October 2024;

5. 11th November 2024;

6. 24th December 2024;

7. 8th February 2025;

8. 11th 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 Stakeholders' Relationship Committee.

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

Currently the Board has three Committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholders Relationship Committee.

Currently, the Audit Committee consists of the following members:

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.

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 finance, economics and management.

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

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.

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

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

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

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.

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

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 Personnel) 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 aggregate 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.

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.

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.

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

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.

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

The Directors of your Company are pleased place on record their appreciation of the co-operation and support extended by the Financial Institutions, Banks and various State and Central Government Agencies, invaluable 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/-

Additional Director

(Whole-Time Director)

DIN:11022293