Mazda Ltd

Sale of Mazda Limited shares by seller

• Target Company: Mazda Limited.
• Disclosing Party: Croll Reynolds International Inc. (Seller), not in promoter group.
• Transaction Type: Disposal of equity shares via open market.
• Pre-Transaction Holding: 14,47,500 shares (7.23%).
• Post-Transaction Holding: 8,56,997 shares (4.28%).
• Dates: 18 Sep 2026; 21 Sep 2026; 22 Sep 2026.
• 18 Sep 2026: 5,90,503 shares sold (2.95%).
• 21 Sep 2026: 1,47,427 shares sold (0.74%).
• 22 Sep 2026: 2,42,927 shares sold (1.21%).
• Mode: Open market sales.
• Equity capital before/after: INR 4,00,50,000; 2,00,25,000 shares.
• Total diluted capital: unchanged at the same level.

Mazda Limited — Trading Window closed from 1 October 2026 until completion of 48 hours after the announcement of Unaudited Financial Results for the Second quarter ended on 30th September, 2026.

AGM Details

• AGM held on 21 September 2026; voting via remote e-voting and at AGM.
• Record date: 14 September 2026.
• Total shareholders on record: 13388.
• Video attendance: 3 promoters, 61 public.
• Six resolutions were put to vote; all passed.

Key Resolutions

• Adoption of financial statements and reports (ordinary).
• Re-appointment of Samuel Croll as director retiring by rotation (ordinary).
• Re-appointment of Mohib Kheri as director retiring by rotation (ordinary).
• Continuation of Mohib Kheri as director beyond age 75 (special).
• Remuneration of Cost Auditor for FY2026-27 (special).
• Dividend on equity shares declared (ordinary).

Voting Results

• All six resolutions passed.
• Turnout around 50% of outstanding shares.
• Cost Auditor remuneration approved with overwhelming support.
• 75-year continuation resolution approved with strong support.

Dividend

• Dividend on equity approved; per-share amount not disclosed.

Directors

• Samuel Croll re-appointed as director retiring by rotation.
• Mohib Kheri re-appointed; continuation beyond age 75 approved.

Auditors

• Cost Auditor remuneration for FY2026-27 approved.

Related Party Transactions

• Material related party transactions: details not disclosed in filing.

agm details

• AGM date: 21 September 2026; voting via remote e-voting and at AGM via video conferencing
• Record date: 14 September 2026; shareholders on record: 13,388
• Attendance: promoters 3 via VC; public 61 via VC
• Scrutinizer’s Report attached; voting results published

key resolutions

• Adoption of financial statements and reports (Ordinary) — Passed
• Re-appointment of Samuel Croll as director retiring by rotation (Ordinary) — Passed
• Re-appointment of Mohib Kheri as director retiring by rotation (Ordinary) — Passed
• Dividend on equity shares for year ended 31 March 2026 (Ordinary) — Passed
• Remuneration payable to Cost Auditor for FY 2026-27 (Ordinary) — Passed
• Special resolution: Continue as Director after attaining age 75 years (Special) — Passed

director changes

• Retirement by rotation directors re-appointed: Samuel Croll; Mohib Kheri

auditor / cost auditor

• Remuneration payable to Cost Auditor for FY 2026-27 ratified

other material approvals

• Dividend declaration approved; amount per share not disclosed
• Special approval for continued directorship beyond age 75

AGM Details

• Date/time/mode: 21 Sep 2026, 12:00 PM, via VC/OAVM.
• Deemed venue: Mazda Limited corporate office, Ahmedabad.
• Remote e-voting window: 18 Sep 2026 9:00 AM to 20 Sep 2026 5:00 PM.
• Meeting conducted via Video Conferencing/Other Audio-Visual Means.
• Voting results pending; to be announced within two working days.

Ordinary Resolutions

• Adopt financial statements for year ended 31 March 2026; voting results not disclosed.
• Declare final dividend of Rs 4.00 per equity share; results not disclosed.
• Appoint director in place of Samuel Croll; results not disclosed.
• Appoint director in place of Mohib Khericha; results not disclosed.
• Ratify remuneration payable to Cost Auditor for FY 2026-27; results not disclosed.

Special Resolutions

• Approve continuation of Mohib Khericha's directorship beyond age 75; results not disclosed.

Financials

• Total Income reached 21,910.69 Lacs in FY25-26, up from 20,073.71.
• EBITDA increased to 4,154.57 Lacs, aided by better plant utilization.
• PAT rose to 2,750.87 Lacs, up ~10% YoY.
• Revenue from Operations: 21,205.47 Lacs; gross margin improvement observed.
• EPS (basic) 13.74 Rs; payout track steady.
• ROE at 11.48%; net worth 24,933.70 Lacs.

Segments & Geography

• Engineering external revenue: 17,649.91 Lacs; Food: 3,555.57 Lacs; Total: 21,205.47.
• Domestic revenue: 15,960.39 Lacs; Exports: 5,245.08 Lacs.
• Engineering segment net: 4,551.70 Lacs; Food: 402.55 Lacs; Total: 4,954.26.
• Export revenue contributed 5,245.08 Lacs in FY25-26.

Dividend & Capital Allocation

• Final dividend proposed: Rs 4.00 per share; total Rs 801 Lacs.
• No long-term borrowings; working capital limits up to Rs 78.50 Crores.
• Company funded by internal accruals; cash balance end FY26: 673.28 Lacs.
• Proposed dividend is subject to AGM approval.

Governance & Board

• Board of nine directors; two executive, seven non-executive.
• Three independent directors; four women on the Board.
• Audit Committee has four members; chaired by independent director.
• Board meetings: four during the year.

CSR & ESG

• CSR expenditure: 64.50 Lacs; CSR obligation: 64.47 Lacs.
• CSR activities executed through implementing agencies; policy on Schedule VII aligned.
• Annexure-C outlines CSR details and impact assessment.

Risks & Outlook

• Outlook positive due to infra and manufacturing investments in India.
• Risks: global macro risks, regulatory changes, commodity volatility, FX movements.
• Mitigation: diversified sector presence, prudent sourcing, and risk management framework.
• Industry dynamics: ZLD waste treatment projects cited as growth catalysts.

Operations & Internal Controls

• Internal controls adequate; no significant deficiencies reported.
• Secretarial audit confirms compliance; committees monitor governance.
• Management discussions anchored in MD&A with risk disclosures.

Key Observations

• Export market stability supports diversified revenue mix.
• ZLD projects and R&D focus underpin future growth.
• Mazda remains debt-free with solid liquidity buffers.