Master Components Ltd

To,

The Members of

MATER COMPONENTS LIMITED

(Formerly known as Master Components Private Limited)

Your Directors' have pleasure in presenting their 26thAnnual Report on the business and operations of the company and the accounts for the financial year ended on 31st March, 2025.

1. The state of affairs and financial performance of the Company: -

The summary of the financial performance for the financial year ended March 31, 2025 is given below:

2. Review of Operations: -

The Total Income of the Company stood at Rs. 42,81,07,105/- for the financial year ended March 31,2025 as against Rs. 25,58,18,158/ - in the previous year. The Company made a net profit (after tax) of Rs. 6,49,30,097/- for the financial year ended March 31, 2025 as compared to the Rs. 2,67,56,384/- in the previous year.

3. Cash Flow and Financial Statements: -

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash Flow Statement for the financial year ended on 31st March, 2025 forms part of the Annual Report.

4. The amounts, if any, which it proposes to carry to any reserves: -

Pursuant to provisions of Section 134(3)(j) of the Companies Act 2013, the Company has not proposed to transfer any amount to general reserve account of the Company during the financial year ended on 31st March 2025.

5. Dividend: -

To give benefit on investment to shareholders the Board of Directors recommended to the shareholders the declaration of final dividend in its meeting held on 10th July, 2025 subject to the approval of shareholders in the upcoming 26th Annual general meeting of the Company for the financial year ended on 31st March 2025.

6. Transfer of unpaid and unclaimed amounts to Investor Education and Protection Fund: -

The Company does not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds required to be transferred to Investor Education and Protection Fund (IEPF).

7. Share Capital of Company and changes therein: -

A] Authorized Capital:

The Authorized Share Capital of the Company is Rs. 4,50,00,000/- consisting of 45,00,000 equity shares of Rs. 10/- each.

B] Issued, Subscribed and Paid-up Capital:

The issued, subscribed and paid-up share capital of the Company was Rs. 4,00,00,000/- consisting of 40,00,000 Equity Shares of Rs. 10/- each.

C] Changes in Share Capital:

During the period under review, there was no change in the authorized, subscribed, issued and paid-up capital of the Company.

Entire paid-up equity shares i.e.40,00,000 equity shares of the Company are in dematerialized form as on 31st March, 2025 and Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer agent of the Company.

There has been no change in nature of business of the Company during the financial year ended on 31st march, 2025.

Pursuant to provisions of Section 134(3) (1) there were no material changes affecting financial position of the Company which have occurred between end of the financial year to which the financial statements relate and date of report.

No company has become or ceased to be subsidiary, joint venture or associate of the Company during the period under review. However, Master Components Limited (Formerly known as Master Components Private Limited), Master Moulds Private Limited (CIN: U28999MH1997PTC106289) and Master Nidavellir Aeromed Private Limited (CIN: U29309MH2020PTC344836) are often referred as "Master Group" in the local Industry.

Promoters of the company are also common directors as well as shareholders in the Companies, disclosures of which in appropriate form are received by the Company, presented before the board and has taken on record in the first Board meeting of the company held on 4th April, 2025.

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Company's website. https: / / master-group.in/investorrelation

Pursuant to section 149 of the Companies Act, 2013 and the applicable provisions of Securities Exchange Board of India Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has appointed required number of independent directors on the board.

Accordingly, as per the provisions of Section 149(6) and (7) of Companies Act, 2013 along with all the applicable provisions, rules and regulations there under, the Company has received the declarations from the independent directors of the company and the same has been presented and approved by the board in their first board meeting for the financial year 2025-26 held on 4* April, 2025.

The Independent Directors meet the criteria of the independence as specified in Section 149 of the Act and Regulation 16(b) of the SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015.

The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as well as intimation of non-disqualification in Form DIR-8 under Section 164(2) and the same has been presented and approved by the board in their first board meeting for the financial year 2025-26 held on 4th April, 2025.

The Board of Directors meets at regular intervals to discuss and decide on Company/ business policy and strategy.

During the financial year 2024-25 the board met 4 (Four) times on 17th May, 2024, 25th July, 2024,5th November, 2024 and 26th February, 2025 wherein the required quorum was present for the meetings and the notice of Board meetings were given to all the Directors. Also, the intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

Details of Board Meetings conducted during the period:

During the year under review, Independent Directors Meeting was held on 26th February, 2025 to review the performance of Non-Independent Directors and the overall performance of the Board of the Company. All the Independent Directors i.e., Mr. Ganapathi Mala Joshy and Mr. Vishal Jayantibhai Patel were present at the Independent Directors meeting.

16. Committees of Board: -

The Company has formed Committees as required under the Companies Act, 2013 and Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, as on 31st March, 2025 the board has three (3) committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. Their constitution is given below:

A] Audit Committee:

Pursuant to provisions of the Section 177 of the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted an Audit Committee.

The Audit Committee met 4 (Four) times during the financial year ended 31st March, 2025 on 17th May, 2024,25th July, 2024,5th November, 2024 and 26th February, 2025 wherein due quorum was present for the meeting and the notice of the Audit Committee meetings was given to all the Members.

Composition of Audit Committee and Meetings conducted during the period:

Audit committee Primarily responsible for overseeing:

the integrity of the Company's financial statements; the internal control arrangements;

the compliance of financial statements with legal and regulatory requirements; the performance, qualifications, and independence of the Statutory Auditors and the performance of the internal audit function.

B] Nomination and Remuneration Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and also to comply with Regulations of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted Nomination and Remuneration Committee.

The Nomination and Remuneration Committee met 2 times (Twice) during the financial year ended 31st March, 2025, on 17th May, 2024 and 5th November, 2024 wherein the required quorum was present for the meeting and the notice of the meetings was given to all the Members.

Composition of Nomination and Remuneration Committee and Meetings conducted during the period:

The Company has formulated a Remuneration Policy which is available on the website of the Company at the link https: / / master-group .in/investorrelation

Nomination and Remuneration Committee Primarily responsible for:

recommending candidates for appointment as Directors on the Board or on the Management Committee, or as Key Managerial Personnel in accordance with the criteria laid down;

recommending the level and structure of remuneration for members of the Board and the Management Committee and Key Managerial Personnel; ensuring orderly succession planning at the Board level

C] Stakeholders Relationship Committee:

Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and regulations of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Stakeholders Relationship Committee.

The Stakeholders Relationship Committee met 2 times (Twice) during the financial year ended 31st March, 2025, on 17th May, 2024 and 5th November, 2024 wherein the required quorum was present for the meeting and the notice of the meetings was given to all the Members.

Composition of Stakeholders Relationship Committee and Meetings conducted during the period:

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31,2025.

Stakeholders Relationship Committee

Assists the Board in fulfilling its responsibilities towards: reviewing the Investor Service Standards of the Company; redressal of Shareholders7 Grievances

17. The details of directors or key managerial personnel who were appointed or have resigned during the year: -

A] Change in Directors:

During the period under review, there was no change in the directors of the Company.

B] Changes in the Committees of Board:

During the year under review, there was no change in the committees of the Company.

C] Directors to be retired by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mudduraj Chandrashekhar Kulkarni, Managing Director of the Company was nominated by board to be retired by rotation was re- appointed in the 25th Annual General meeting.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Anagha Joshi, Director of the Company was nominated by board to be retired by rotation and who offers herself for re- appointment in the ensuing 26th Annual General meeting.

The brief resume of Mrs. Anagha Joshi, the nature of her expertise in specific functional areas, names of the companies in which she has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing Annual General Meeting.

D) Changes in Key Managerial personal

Post closure of financial year 31st March 2025, Ms. Akshada Bhase resigned as the Company Secretary and Compliance Officer with effect from 05th April 2025. Based on the recommendation of Nomination and Remuneration Committee ("NRC"), and in terms of the provisions of the Act, the Board of Directors has appointed Ms. Riddhi Bheda as the Company Secretary and Compliance Officer with effect from 07/04/2025.

Board of the Company states that both the Non-executive Independent Directors i.e. Mr. Ganapathi Mala Joshy (DIN: 02763942) and Mr. Vishal Jayantibhai Patel (DIN: 10040145) appointed on the board are duly registered under the Independent director's databank maintained with the MCA and hold the certification of exemption from appearing for the examination conducted by the respective board.

Board further states that the contribution of the both the independent directors has been satisfactory and very much valuable in the decision making. Their expertise in respective fields has been useful to the board on the required occasions.

The Board of Directors carried out an annual evaluation of the Board itself, its committees and individual Directors. Board also conducted performance evaluation of each Independent Director excluding the Independent Director being evaluated.

The evaluation is done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the

Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

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 at the end of the financial year and of the profit of the Company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 such internal financial controls are adequate and 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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including 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.

As per the provisions of section 178 of Companies Act, 2013 and applicable rules and regulations thereunder, the Nomination and Remuneration Committee has been constituted by the board, details of which along with the roles and responsibilities of respective members have been placed on the website of the company viz. https:/ /master-group.in/investorrelation.

Accordingly company has also formulated the Audit committee and Stakeholders Relationship committee in accordance with section 177 and 178 (5) of Companies Act, 2013, details of which has been placed on the website of the company viz. https: / / master-group .in/investorrelation.

According to Regulation 17 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code. The Company has formulated a policy on code of conduct and the same has been published on the website of the Company viz. https: / /master-group.in/investorrelation

The Company does not have any holding/subsidiary Company, hence no remuneration/ commission has been drawn in any such a manner

The disclosure in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-II.

A] Statutory Auditor:

M/s Bhalchandra D. Karve & Associates, Chartered Accountants, Nashik (FRN: 135281W0) has been appointed as Statutory Auditor of the company in the 24th Annual General Meeting held on 21st August, 2023 by the approval of members for a term of 5 (five) years beginning from 1st April, 2023 until 31st March, 2028 and to hold the office from the conclusion of 24th Annual General Meeting pertaining to financial year ending on 31st March, 2023 until the conclusion of Annual General Meeting to be held for the financial year to be ended on 31st March, 2028.

The Independent Auditors' Audit Report for the financial year 2024-25 forms part of Annual Report and it is annexed as Annexure-VI.

B] Secretarial Auditor:

Pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and other applicable provisions, if any of the Companies Act, 2013, the board of directors had appointed CS Manjushri M. Maslekar (FCS No.: 5663), Designated Partner of M/s MDSB and Co. LLP, (ICSI Firm Unique Identification No L2019MH005700), a firm of Practicing Company Secretaries to act as Secretarial Auditor of the Company for the financial year 2024 -25.

Further with receipt of due consent, the board has re-appointed M/s MDSB and Co. LLP, (ICSI Firm Unique Identification No L2019MH005700), a peer reviewed firm of practicing Company Secretary to act as Secretarial Auditor of the Company for a term of next of 5 ( five) years beginning from the financial year 2025-26 till the financial year 2029-30 in the board meeting held on 9th May, 2025 subject to approval of the members in the ensuing 26th Annual General Meeting.

M/s MDSB and Co. LLP, (ICSI Firm Unique Identification No L2019MH005700) has given their consent to act as secretarial auditor for term of next of 5 (five) years beginning from the financial year 2025-26 till the financial year 2029-30.

The members are requested to appoint M/ s MDSB and Co. LLP, (ICSI Firm Unique Identification No L2019MH005700) for further term as detailed in the notice of 26th Annual General Meeting.

C] Internal Auditor:

Pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any, of the Companies Act 2013 the board of directors had appointed M/s Tripti Kainth & Co., Chartered Accountants, Nashik (FRN: 155784W) as an Internal Auditor of the Company for financial year 2024-25.

Further with receipt of due consent, the board has appointed M/ s Suyog Khodke and Associates, Chartered Accountants, Nashik (FRN: 143064W), to act as an Internal Auditor of the Company for the financial year 2025-26 in the board meeting held on 9th May, 2025.

25. Comments by the Board on qualification, reservation or adverse remark or disclaimer made: -

A] By Statutory Auditor:

The Auditors have not given any Qualification, Reservation, Adverse Remark or Disclaimer in their report for the Financial Year ended on 31st March, 2025.

The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditor's Report and its Annexures forming part of this Annual Report as Annexure-VI and hence do not require any further clarification.

B] By Secretarial Auditor:

The Auditors have not given any Qualification, Reservation, Adverse Remark or Disclaimer in their Secretarial Audit Report for the Financial Year ended on 31st March, 2025.

The Secretarial Audit Report forms part of Annual Report and it is annexed as Annexure-V.

There were no frauds which occurred in the Company which were required to be reported by the Auditors under sub section (12) of Section 143 of the Companies Act, 2013 being other than those which were reportable to the Central Government.

Pursuant to provisions of Section 138 read with rules made there under, the Board had appointed M/s Tripti Kainth & Co., Chartered Accountants, Nashik (FRN: 155784W) as an Internal Auditor of the company for financial year 2024-25 to check the internal controls and functioning of the activities and recommend ways of improvement.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Internal Audit was carried out for financial year 2024-25; the report of which was placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

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

Based on reviews performed by management and the relevant board committees, including the audit committee for the framework of internal financial controls and compliance systems established and maintained by the Company along with work performed by the internal, statutory and secretarial auditors and external consultants, the board is of the opinion that the Company's internal financial controls were adequate and effective for period under review.

The provisions for maintenance of cost accounts and cost records as specified by Central Government under sub-section (1) of Section 148 of the Companies Act 2013 are not applicable to the Company during the financial year 2024-25.

A] Conservation of Energy:

a) The steps taken or impact on conservation of energy:

The Company is using various low power devices, which help in conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy:

The company has already installed solar panel at the factory and is working towards the shift the major load of energy consumption onto the same.

c) The Capital Investment on energy conversation equipment:

The company has already installed solar system at the factory.

B] Technology absorption:

a) The efforts made towards technology absorption:

The Company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.

b) The benefits derived like product improvement, cost reduction, product development or import substitution:

The company has achieved significant cost reduction in the process of manufacturing and also the percentage of wastage is decreased during the period.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable.

i. the details of technology imported: Not Applicable

ii. the year of import: Not Applicable

iii. whether the technology been fully absorbed: Not Applicable

iv. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

d) The expenditure incurred on Research and Development:

Not Applicable

C] Foreign exchange earnings and Outgo:

Foreign Exchange Earnings during the year: Rs. 343.32 lakhs Foreign Outgo during the year: Nil

31. Particulars of loans, guarantees or investments under section 186: -

During the year company has not entered into any transaction with respect to loans, guarantees or investments under section 186 of the Companies Act, 2013.

32. Particulars of contracts or arrangements with related parties referred to in Sub-section (1) of section 188: -

All Transactions/ Contracts/ Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm's Length Basis.

The copy of Form AOC-2 forms part of Annual Report and it is annexed as Annexure-I.

Pursuant to the SEBI Listing Regulations, the resolutions seeking approval of the Members on material related party transactions forms part of the Notice of the ensuing AGM

33. The details relating to deposits, covered under Chapter V of the Act: -

The Company has not accepted any deposits from the public during the year hence Chapter V is

Not Applicable to the Company.

34. The details of deposits which are not in compliance with the requirements of Chapter V of the Act: -

The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act during the year.

35. Unsecured loan: -

Pursuant to Rule 2(c) (viii) of Companies (Acceptance of Deposits) Rule 2014 the company has not accepted unsecured loan form Directors. The outstanding balance of unsecured loan as on 31* March, 2025 is NIL.

36. Vigil Mechanist!^ Whistle blower Policy: -

The board believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Therefore, the Company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Also pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, details of the procedure to be followed by the employees to report genuine concerns are given under "Whistle blower or Vigil Mechanism Policy" which is disclosed on the website of the company viz. https://master-group.in/investorrelation

37. A Statement indicating development and implementation of a risk management policy including identification therein of elements of risk, if any, which in opinion of Board may threaten an existence of the Company: -

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. The policy of the Company on risk management is in place published on the website of the company viz. https:/ /master-group.in/investorrelation

As prescribed under Section 135 (1) of Companies Act 2013; the company does not fulfil criteria of applicability for class or classes of companies; hence no CSR policy was designed and implemented by the company during the year ended on 31st March, 2025.

In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

The policy is disclosed on the website of the company viz. https: / / master- group.in/ investorrelation

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its website viz. https:/ /master-group.in/investorrelation

Management's Discussion and Analysis Report for the period under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 is presented in a separate section forming part of the Annual Report in the form of Annexure-III.

As required under the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Master Components Limited and cautions them on consequences of violations also the code is modified from time to time considering the amendments.

All the adopted codes of conduct and details of procedures to be followed are disclosed on the website of company viz. https: / /master-group.in/investorrelation

The Company considers its human workforce as a valuable resource and ensures their strategic alignment with the business priorities and objectives. The board has laid down procedures which emphasizes the need of attaining organizational goals through individual growth and development.

The management has also been providing necessary training in regard with the assignments in hand and is ensuring the personal development across its workforce, employees, staff which excels them for higher engagement and exposure to new opportunities through skill development.

The Company being listed on the SME Platform of National Stock Exchange is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Hence Corporate Governance Report is not required to be annexed with Annual Report.

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment or no complaint (s) / case (s) is pending with the Company during the year under review.

Annual Report on Sexual Harassment Policy for the period 1st January, 2024 to 31st December, 2025, is annexed to the Annual Report as Annexure VII.

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. Mudduraj Chandrashekhar Kulkami, Managing Director and Mr. Shrikant Hanamant Joshi, Chief Financial Officer (CFO) of the Company.

The same is enclosed as Annexure V of the Annual Report.

The Company has not issued any shares with Differential Rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any Sweat Equity Shares during the year under review and hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any Equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future during the year.

During the period under review, no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and there was no instance of one-time settlement with any Bank or Financial Institution.

The Directors state that proper systems have been devised to ensure compliance with the applicable Secretarial standards issued by the Institute of Companies Secretaries of India (ICSI) and such systems are adequate and operating effectively.

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

Your Directors wish to place on record their appreciation and acknowledge with gratitude the support and co-operation extended to the Company by the employees at all levels, bankers, financial Institutions, Central and State Governments.

For and on behalf of Board of Directors of,

MASTER COMPONENTS LIMITED

Formerly known as Master Components Private Limited