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Company Information

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MANGALAM ORGANICS LTD.

16 September 2025 | 12:00

Industry >> Chemicals - Organic - Others

Select Another Company

ISIN No INE370D01013 BSE Code / NSE Code 514418 / MANORG Book Value (Rs.) 332.05 Face Value 10.00
Bookclosure 14/09/2024 52Week High 648 EPS 14.71 P/E 38.05
Market Cap. 479.35 Cr. 52Week Low 340 P/BV / Div Yield (%) 1.69 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors have pleasure in presenting the Forty Third Annual Report on the performance of the Company together with the audited
financial statements for the Financial Year ('FY') ended March 31, 2025.

FINANCIAL RESULTS

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

Particulars

Standalone

Consolidated

FY 2024-25

FY 2023-24

FY 2024-25

FY 2023-24

Revenue from Operations

40984.75

40543.35

53000.90

49351.96

Other Income

203.78

248.66

33.41

77.61

Total Revenue

41188.53

40792.01

53034.31

49429.57

Profit before Depreciation and finance cost

5010.28

3690.66

5891.31

3944.15

Depreciation and Amortization expenses

1913.23

1881.63

2081.66

1983.58

Finance Cost

2028.78

1461.77

2147.65

1561.96

Profit after Depreciation, Finance costs and Exceptional items and before tax

1068.27

347.26

1662.00

398.61

Tax expenses

292.29

-67.94

402.27

-30

Profit after Tax

775.98

415.20

1259.73

428.61

Other comprehensive income

-15.99

-7.63

-9.3

-6.96

Total Comprehensive Income for the Year

759.99

407.57

1250.43

421.65

NATURE OF BUSINESS AND FINANCIAL
PERFORMANCE / STATE OF Company'S AFFAIRS

YYour Company is engaged in the business of manufacturing

chemical and has Terpenes and Synthetic Resins as primary

segment, which falls under a single segment of chemicals.

Financial Performance Highlights for FY 2024-25

1. Net Sales Turnover: Our net sales turnover reached an
impressive Rs. 530.00 Crore, reflecting steady growth. This
compares favorably to the Rs. 493.52 Crore achieved in the
previous financial year.

2. Profit after Tax (PAT): Our profit after tax (PAT) turned the
corner significantly. In FY 2024-25, we recorded a PAT of
Rs. 125.04 Crore, a remarkable improvement from the PAT of
Rs. 4.22 Crore in FY 2023-24.

3. Revenue Composition: Approximately 95% of our revenue
came from Terpenes Chemicals.

4. Business Continuity: There was no change in the nature of our
business during the year under review. We remain committed
to our core operations and strategic direction.

DIVIDEND

With a view to conserve resources, the Directors have thought
it prudent not to recommend any dividend for the financial year
under review.

UNCLAIMED AND UNPAID DIVIDEND AND TRANSFER
OF SHARES TO IEPF

As on March 31,2025 amount of Rs.17,30,328.50/-, comprising
Rs.3,79,914/-, Rs.2,64,781/-, Rs.2,68,524/-, Rs.4,06,836/- and Rs.
4,10,273/- are lying in the unpaid equity dividend account of the
Company in respect of the dividends for FY- 2017-18, 2018-19, FY
2019-20, FY 2020-21 and FY 2021-22 respectively. Members who
have not yet received/ claimed their dividend entitlements are
requested to contact the Company or the Registrar and Transfer
Agents of the Company. The list of such shareholders for unpaid
and unclaimed dividend for FY 2017-18, FY 2018-19, FY 2019-20,
FY 2020-21 and FY 2021-22 is placed on the Company's website
www.mangalamorganics.com.

Pursuant Section 124 of the Companies Act, 2013 read with the
Investor Education Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining
unpaid or unclaimed for a period of seven years and also the
shares in respect of which the dividend has not been claimed
by the shareholders for seven consecutive years or more are

required to be transferred to Investor Education Protection Fund
in accordance with the procedure prescribed in the Rules. In this
regard, all dividends remain unpaid or unclaimed for a period of
seven years and also the shares in respect of which the dividend
have not been claimed by the shareholders for seven consecutive
years for FY 2009-10 & 2010-11 have been transferred to Investor
Education Protection Fund (IEPF) account on November 2, 2018
and February 15, 2019 respectively.

Shareholders who have not claimed their dividend for the
Financial Year 2017-18 are hereby informed that the unclaimed
dividend along with the corresponding shares will be transferred
to the Investor Education and Protection Fund (IEPF) on December
2, 2025, in accordance with the applicable rules. Concerned
shareholders are requested to claim their unpaid dividend on or
before
November 15, 2025, to avoid such transfer. The Company
has sent individual letters to these shareholders on August 8, 2025,
and the list of such shareholders is also available on the Company's
website at HYPERLINK "
http://www.mangalamorganics.com"www.
mangalamorganics.com
.

The members can claim the transfer of such shares from IEPF
in accordance with the procedure and on submission of the
documents as prescribed from time to time. The list of such
shareholders whose shares and dividends have been transferred to
IEPF is placed on the Company's website
www.mangalamorganics.
com
.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of
profits for FY 2024-25 in the Retained Earnings.

SHARE CAPITAL

Authorized Capital: The authorized share capital of the Company as
on March 31, 2025 stood at 12,00,00,000/- (Rupees Twelve Crores
only) comprising of 1,20,00,000 Equity shares of Rs. 10/- each.

b. Paid-Up Capital: The paid-up capital of the Company as on
March 31, 2025 stood at 8,56,44,400 /- (Rupees Eight Crore Fifty
Six Lakh Forty Four Thousand Four Hundred only) comprising of
85,64,440 shares of 10/- each.

During the year under review, the Company has not issued any:

a) shares with differential rights

b) sweat equity shares.

During the year under review, Mr. Kamalkumar Dujodwala,
Promoter of the Company, acquired 3,20,124 equity shares of the
Company from the open market through a block deal, representing
3.74% of the total share capital of the Company. Consequent to
this acquisition, his individual shareholding has increased to
equity shares, constituting 5.58% of the total share capital of the
Company. Accordingly, the aggregate shareholding of the Promoter

Group stands increased to 50,22,926 equity shares, representing
58.65% of the total share capital of the Company.

DEPOSITS

During the year under review, your Company neither accepted
any deposits nor there were any amounts outstanding at the
beginning of the year which were classified as 'Deposits' in terms
of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014. Hence, the requirement for
furnishing of details relating to deposits covered under Chapter V
of the Act or the details of deposits which are not in compliance
with Chapter V of the Act is not applicable.

SUBSIDIARY/ JOINT VENTURES/ ASSOCIATES
COMPANIES

The Company has three subsidiary Companies as follows:

Sl.

No.

Name of the Subsidiary

Status

1.

Mangalam Brands Private

Wholly owned Material

Limited

Subsidiary

2.

Mangalam Pooja Stores
Private Limited

Wholly owned Subsidiary

3.

Mangalam Speciality
Chemicals Private Limited

Wholly owned Subsidiary

* During the period under review, your Company acquired 10,000
equity shares of Rs.10 each, amounting to Rs. 1,00,000, in its
subsidiary, Mangalam Pooja Stores Private Limited. Pursuant to
this acquisition, the subsidiary became a wholly owned subsidiary
of the Company, with the Company holding 99.99% of its equity
shares..

The performance and financial position of the subsidiaries of the
Company for the year ended March 31, 2025 is attached to the
financial statements hereto.

In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements of
the subsidiary companies in Form AOC-1 is provided as
Annexure-
I
to the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition

As on March 31, 2025, the Board of the Company comprises
of 7 (Seven) Directors. Out of the said Directors, 4 (Four) are
Independent Directors including one Woman Director and 3
(Three) are Executive Directors.

The Board Composition is in compliance with Section 149 of
the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015

b. Appointment / Re-appointment / Resignation

Appointment of a Director Retire by Rotation :

In accordance with the provisions of Section 152(6) of
the Companies Act, 2013,
Mr. Pannkaj Dujodwala (DIN:
00546353) is liable to retire by rotation at the ensuing Annual
General Meeting and, being eligible, has offered himself
for re-appointment. The proposal for his re-appointment is
included in the Notice of the Annual General Meeting.

ii. Appointment of Director not liable to retire by rotation:

During the year under review

Mr. Mahesh Lahurao Navathar (DIN: 10936585) was
appointed as an Additional Executive Director (Works) of
the Company with effect from February 07, 2025, for a
term of three years up to February 06, 2028, not liable to
retire by rotation.

Mr. Sudarshan Kumar Saraf (DIN: 00035799) was
appointed as a Non-Executive Independent Director of
the Company with effect from August 10, 2024, for his
first term of five consecutive years.

iii. Resignation of Director:

Mr. Sharad Kumar Saraf (DIN: 00035843) resigned from
the position of Non-Executive Director with effect from
July 15, 2024, upon completion of his second term of
five years in accordance with the provisions of Section
149 of the Companies Act, 2013 and the SEBI Listing
Regulations. The Board placed on record its sincere
appreciation for the valuable contributions made by him
during his tenure.

iv. Directors Proposed for Re-appointment

The following Directors are proposed to be re-appointed
at the ensuing Annual General Meeting of the Company:

1. Mrs. Manisha Agarwal (DIN: 00441841),
Independent Director (Non-Executive & Woman
Director), whose first term is due to expire, is
proposed to be re-appointed for a second term of
five consecutive years w.e.f. September 29, 2025 to
September 30, 2025, not liable to retire by rotation.

2. Mr. Pannkaj Dujodwala (DIN: 00546353), Managing
Director, is proposed to be re-appointed for a further
period of five years with effect from September 18,
2025, till September 17, 2030, on the terms and
conditions as set out in the Notice of the AGM.

3. Mr. Kamalkumar Dujodwala (DIN: 00546281),
Executive Director designated as Chairperson, is
proposed to be re-appointed for a further period of
five years with effect from November 01, 2025, till
October 31, 2030, on the terms and conditions as
set out in the Notice of the Annual General Meeting.

During the year under review, there was a change
in the Company Secretary & Compliance officer of
the Company:

Mr. Nitin Kore was resigned w.e.f. June 12, 2024 and
@Ms. Charmi Shah was appointed as the Company
Secretary & Compliance officer of the Company
w.e.f. September 10, 2024.

None of the Directors are disqualified from being
appointed as Directors, as specified in Section 164
of the Companies Act, 2013.

c. Disqualification & Compliance Status of Directors:

None of the Directors of the Company are disqualified from
being appointed as Directors in terms of Section 164(1) and
Section 164(2) of the Companies Act, 2013, read with Rule
14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014. Further, none of the Directors have
been debarred or disqualified by the Securities and Exchange
Board of India (SEBI), Ministry of Corporate Affairs (MCA), or
any other statutory authority.

The Company has obtained a certificate from a Practising
Company Secretary confirming that none of the Directors
on the Board have been debarred or disqualified from being
appointed and/or continuing as Directors by SEBI, MCA, or any
other statutory authority.

All members of the Board and Senior Management Personnel
have affirmed compliance with the Company's Code of
Conduct for Board and Senior Management Personnel for
the financial year 2024-25. During the year under review,
the Non-Executive Directors had no pecuniary relationship
or transactions with the Company other than the payment
of sitting fees for attending meetings of the Board and its
Committees.

d. Declaration by Independent Directors:

The Company has received declarations from all the
Independent Directors confirming that:

They meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) and Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing

Regulations"), as amended from time to time, read with
Schedule IV to the Act and the rules made thereunder.

There has been no change in the circumstances affecting their
status as Independent Directors of the Company.

They have complied with the Code for Independent Directors
as prescribed under Schedule IV to the Act.

The Company has also obtained a certificate from a Practising
Company Secretary confirming the independence of the
Independent Directors in terms of the provisions of the Act,
read with Schedule IV and the Listing Regulations. The Board
of Directors has taken on record the said declarations after
due assessment of their veracity.

e. Familiarization Program for Independent Directors:

All Independent Directors are familiarised with the operations
and functioning of the Company at the time of their
appointment and on an ongoing basis.

During the year under review, the Nomination and
Remuneration Committee further strengthened and
formalised the induction plan & familiarisation programme
for the board members by ensuring organised exposure to
the incoming Directors, adding structure, laying down clear
accountability, ensuring internal and external interactions,
complete access to any information relating to the Company,
thereby ensuring holistic perspective of the Company's
operations to enable the Non-Executive Directors to be in a
position to take well informed decisions.

The Company has set Familiarization program for Independent
Directors with regard to their roles, rights, responsibilities in
the Company, nature of the industry in which the Company
operates, the business model of the Company etc. The details
of which are available on the website of the Company.

The Weblink of the same is as: https://www.mangalamorganics.
com/post/familiarization-program-for-independent-
Directors
. For details of the Familiarization program
conducted, kindly refer Corporate Governance Report which
forms part of this Annual Report.

f. Annual Evaluation of Directors, Committee and Board:

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
Directors pursuant to the provisions of the Act and SEBI
Listing Regulations. The performance evaluation was carried
out by way of obtaining feedback from the Directors through
a structured questionnaire prepared in accordance with the
policy adopted by the Board and also taking into consideration
the Guidance Note on Board Evaluation issued by SEBI.

The structured questionnaire prepared to evaluate the
performance of the board included criteria such as the
board composition and structure, effectiveness of board
processes, information and functioning, etc. The evaluation
of performance of individual Directors was carried out
on the basis of criteria such as the contribution of the
individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. The
questionnaire for performance of the committees included
criteria such as the composition of committees, effectiveness
of committee meetings, etc.

The Board and the NRC reviewed the performance of individual
Directors on the basis of criteria such as contribution of the
individual director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance
of non-independent Directors, the board as a whole and the
Chairman of the Company was evaluated, taking into account
the views of executive Directors and non-executive Directors.

g. Policy on Directors' appointment and remuneration and
other details

The Company's policy on appointment of Directors is available
on the Company's website at
https://www.mangalamorganics.
com/post/nomination-remuneration-and-evaluation-policy-
for-board-of-Directors

h. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the KMPs
of the Company as on March 31, 2025 were as follows:

1. Mr. Kamalkumar Dujodwala, Chairman and Executive
Director

2. Mr. Pannkaj Dujodwala, Managing Director

3. Mr. Sanjay Bhardwaj, Chief Executive Officer

4. Mr. Shrirang V. Rajule, Chief Financial Officer

5. @Mr. Nitin Kore, Company Secretary & Compliance
Officer

6. $ Ms. Charmi Shah, Company Secretary & Compliance
Officer

@: Resigned w.e.f. June 12, 2024
$: Appointed w.e.f. September 10, 2024

DISCLOSURES RELATED TO BOARD, COMMITTEES
AND POLICIES

Board Meetings

The Board of Directors met 11 times during the financial year ending
March 31, 2025. The maximum gap between two Board meetings
did not exceed 120 days. The details of the Board meetings and
the attendance of Directors thereat are provided in the Corporate
Governance Report forming part of the Annual Report.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation
to the audited financial statements of the Company for the year
ended March 31, 2025, the Board of Directors hereby confirms
that:

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanations relating to material departures, wherever
applicable;

b) such accounting policies have been selected and applied
consistently and the Directors made judgments and estimates
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as of March 31,
2025 and of the profits of the Company for the year ended on
that date;

c) proper and sufficient care was taken for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud
and other irregularities.

d) the annual accounts of the Company have been prepared on
a going concern basis;

e) internal financial controls have been laid down to be followed
by the Company and that such internal financial controls are
adequate and were operating effectively;

f) proper systems have been devised 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,
the work performed by the internal, statutory and secretarial
auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors
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 FY 2025.

Committees of Board

The Company has constituted the following Committees of Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the composition, terms of reference, meetings, etc.
are given in the Corporate Governance Report forming part of the
Annual Report.

Internal financial control systems and their adequacy

The details in respect of internal financial controls and their
adequacy are included in the Management Discussion and
Analysis, which forms part of this report.

AUDITORS

I. STATUTORY AUDITORS

M/s. NGST & Associates, Chartered Accountants, Mumbai (Firm
Registration No. 135159W) were reappointed as the statutory
auditors of the Company to hold office for a term of 5 years
from the conclusion of the 39th Annual General Meeting held
on September 29, 2021 until the conclusion of the 44th Annual
General Meeting of the Company to be held in the year 2026. As
per the provisions of Section 139 of the Act, they have confirmed
that they are not disqualified from continuing as Auditors of the
Company.

Further, the report of the Statutory Auditors along with notes
to Schedules is a part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by
the Auditors in their Report.

II. COST AUDITORS:

The Board of Directors, based on recommendation of the Audit
Committee has appointed M/s. NKJ & Associates, Cost Accountants
in practice, to audit the cost accounts of the Company for the FY
2025-26. In term of Rule 14 of the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditor is
required to be ratified by the shareholders. Accordingly, a resolution
seeking ratification by the members for the remuneration is listed
as Item No. 3 of the AGM Notice as Ordinary Resolution.

III. SECRETARIAL AUDITORS:

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 had appointed
M/s. Yogesh Sharma & Co., Practicing Company Secretary to
undertake the Secretarial Audit of the Company and its Unlisted
material subsidiary Company - Mangalam Brands Private Limited,

for FY 2025-26. Accordingly, a resolution seeking approval of
appointment by the members is listed as Item No. 4 of the AGM
Notice as Ordinary Resolution.

As required under provisions of Section 204 of the Companies Act,
2013, the report in respect of the Secretarial Audit carried out by
M/s. Yogesh Sharma & Co., Company Secretaries, in Forms MR-3
for the FY 2023-24 forms part to this report. The said report does
not contain any adverse observation or qualification or modified
opinion requiring explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial
Standards i.e. SS-1 & SS-2, relating to 'Board of Directors Meeting'
and 'Annual General Meeting', respectively, issued by the Institute
of Company Secretaries of India.

Corporate Social Responsibility

Pursuant to the amendment notified by the Ministry of Corporate
Affairs on September 20, 2022, via the Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2022, sub-rule
(2) of Rule 3 has been omitted. As a result, the applicability of
Corporate Social Responsibility (CSR) provisions under Section
135 of the Companies Act, 2013 is now determined based on the
financial parameters of the immediately preceding financial year,
instead of the earlier requirement to consider the preceding three
financial years.

In the financial year 2023-24, the Company earned a profit of Rs.
4,15,19,790 as computed under Section 198 of the Companies
Act, 2013. However, the Company does not meet the thresholds
prescribed under Section 135(1) of the Act in terms of net worth,
turnover, or net profit. Accordingly, the provisions relating to CSR
are not applicable to the Company for the financial year 2024-25.

The brief outline of the Corporate Social Responsibility (CSR) policy
of the Company set out in
Annexure- III of this report in the format
prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The CSR policy is available on https://uploads-ssl.webfiow.com

/6173d2812ea50ef2de67463e/61d5e2efdb504707211ba8ee

Corporate%20Social%20Responsibilitv%20Policv.pdf

MANAGEMENT DISUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations'),
the report on Management Discussion & Analysis is presented in a
separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance
requirements under the Act and as stipulated under the Listing

Regulations. A report on the Corporate Governance along with the
certificate from the statutory auditors is separately given in this
Annual Report.

CREDIT RATINGS

As on March 31, 2025, the Company has following credit ratings
from CRISIL:

Long Term Rating: CRISIL BBB / Watch Developing
Short Term Rating: CRISIL A2 / Watch Developing

DISCLOSURES UNDER SECTION 134(3)(l) OF THE
COMPANIES ACT, 2013

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial
statements as designed and implemented by the Company are
adequate. During the year under review, no material or serious
observation has been received from the Statutory Auditors and the
Internal Auditor of the Company on the inefficiency or inadequacy
of such controls.

RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature
of the Company's business and size and complexity of its operations
are in place and have been operating satisfactorily. Internal control
systems comprising of policies and procedures are designed
to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with
policies, procedure, applicable laws and regulations and that all
assets and resources are acquired economically, used efficiently
and adequately protected.

DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any
Regulator or Court or Tribunal which can have impact on the going
concern status and the Company's operations in future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions entered into by the Company during
the year under review were in the ordinary course of business
and conducted on an arm's length basis, in compliance with the
applicable provisions of the Companies Act, 2013 ("the Act").
There were no contracts or arrangements falling within the scope
of Section 188(1) of the Act requiring approval by the Board or
shareholders.

The Audit Committee has reviewed and approved all related
party transactions, ensuring adherence to the Company's Policy
on Related Party Transactions and the criteria for determining

materiality. There were no materially significant transactions
with related parties that could have a potential conflict with the
interests of the Company at large.

The Policy on Related Party Transactions and the manner of
dealing with such transactions is available on the Company's
website at the following link:

https://uploads-ssl.webflow.com/6173d2812ea50ef2de67463
e/647496db3cfe3851b739ac81 Policy%20on%20Related%20
Party%20Transactions.pdf

The particulars of contracts or arrangements with related parties
as referred to in Section 188(1), if any, are disclosed in Form AOC-
2, appended as
Annexure II to the Board's Report.

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments given/
made during the financial year under review and governed by the
provisions of Section 186 of the Companies Act, 2013 has been
furnished in financial statements as on March 31, 2025.

Fraud Reporting

During the year under review, no instances of fraud were reported
by the Statutory Auditors of the Company.

Particulars of Employees and Remuneration

The information as required under the provisions of Section
197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, are set out in
Annexure IV attached herewith and which
forms part of this report. The relation between the Company and
its employees continues to be cordial.

A Statement containing the details of the Employees employed
throughout the financial year and who were in receipt of
remuneration of Rs. 102 lakhs or more and employees employed
for part of the year and in receipt of remuneration of Rs. 8.50
lakhs or more per month, pursuant to Rule 5(2) the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided as
Annexure V to this report.

Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the draft of the Annual Return as on March 31, 2025 is available
on the Company's website at https://cdn.prod.website-files.com
/6173d2812ea50ef2de67463e/6853ae462e3770bf22093b1a_
ANNUAL%20RETURN%202024-25.pdf

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read
with Companies (Accounts) Rules, 2014, are furnished as under:

Registrar and Share Transfer Agent :

During the year under review, Link Intime India Private Limited,
Registrar and Share Transfer Agent ("RTA") of the Company has
changed its name to 'MUFG Intime India Private Limited' ("MIIPL")
with effect from December 31, 2024. MIIPL is now the RTA of the
Company.

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) of the
Companies Act, 2013, the Board of Directors of the Company has
framed the "Whistle Blower Policy" as the vigil mechanism for
Directors and employees of the Company.

The Whistle Blower Policy is placed on the website of the Company
at
https://uploads-ssl.webflow.com/6173d2812ea50ef2de67463
e/61d5e2f6cac59753f9802c49 Vigil%20Mechanism%20and%20
Whistle%20Blower%20Policy.pdf

Policy on Nomination and Remuneration of Directors, KMP &
Senior Employees

The Nomination and Remuneration Policy of the Company, inter
alia, provides that the Nomination and Remuneration Committee
shall:

(i) formulate the criteria for Board membership, including the
appropriate mix of Executive & Non-Executive Directors;

(ii) lay down the criteria for appointment in Senior Management
positions;

(iii) approve and recommend compensation packages and policies
for Directors and Senior Management; (iv) lay down the
process for the effective manner of performance evaluation
of the Board, its Committees and the Directors.

The Company has in place a Nomination and Remuneration
Policy for the Directors, KMP and senior employees pursuant to
the provisions of the Act and the SEBI Listing Regulations which
is placed on the website of the Company at
https://uploads-ssl.
webflow.com/6173d2812ea50ef2de67463e/61d5e2f385b67
3d3890e879a Nomination%20Remmuneration%20and%20
Evaluation%20Policy%20for%20Board%20of%20Directors.pdf

Conservation of energy, technology absorption and foreign
exchange earnings and outgo

The particulars as required under the provisions of Section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 in respect of conservation of energy and
technology absorption have been furnished in
Annexure VI with
respect to the nature of activities undertaken by the Company
during the year under review.

Subject to the applicable provisions of the Companies Act, 2013,
all documents, including the Notice and Annual Report shall be
sent through electronic transmission in respect of members
whose email IDs are registered in their demat account or are
otherwise provided by the members.

Further, a letter providing the web-link, for accessing the notice of
the AGM and Integrated Annual Report for the FY 2024-25 will be
send to those shareholders who have not registered their email
address. In case any member who is desirous of obtaining the
physical copy of the Integrated Annual report and Notice of the
AGM of the Company, may write a request to the Company at
cs@mangalamorganics.com mentioning their DPID and Client ID/
Folio Number.

Internal Complaints Committee

The Internal Complaints Committee of the Company as
required under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 exists for both
Factory and Administrative Office of the Company. The Company
is strongly opposed to sexual harassment and employees are
made aware about the consequences of such acts and about the
constitution of the said Committee.

Policy on Prevention of Sexual Harassment at Workplace

As per the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("the Prevention of Sexual Harassment Act"), the Company
has formulated a Policy on Prevention of Sexual Harassment at
Workplace for prevention, prohibition and redressal of sexual
harassment at workplace and an Internal Complaints Committee
has also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive
work environment to all of its employees and associates.
Further, the Policy also gives shelter to contract workers,
probationers, temporary employees, trainees, apprentices of the
Company and any person visiting the Company at its office. The
Company periodically conducts sessions for employees across
the organisation to build awareness about the Policy and the
provisions of the Prevention of Sexual Harassment Act.

Complaints received under POSH

During the financial year under review, no complaint was
received under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961. During the financial year under review, no
employee availed maternity benefit.

SAFETY, ENVIRONMENTAL CONTROL AND
PROTECTION

The Company is conscious of the importance to environmental
friendly and safe operations. The Company's policy requires
conduct of operations in such a manner so as to ensure safety
of all concerned, compliance of environmental regulations and
preservation of natural resources. The plant of the Company at
Kumbhivali village is fully complied with the laws, regulations and
requirements stipulated by the concerned pollution Control Board.

ACKNOWLEDGMENTS AND APPRECIATION

Your Directors take this opportunity to thank the employees,
customers, suppliers, bankers, business partners/associates,
financial institutions and various regulatory authorities for their
consistent support/ encouragement to the Company.

The Directors appreciate and value the contribution made by every
member of the MOL family.

For and on behalf of the Board of Directors

For and on behalf of the Board of Directors

Sd/-

Kamalkumar Dujodwala

Chairman

DIN: 00546281

Place: Mumbai
Date: August 08, 2025

a)

Number of complaints of sexual harassment received in
the year

NIL

b)

Number of complaints disposed off during the year

NIL

c)

Number of cases pending for more than 90 days

NIL