The Board of Directors is pleased to present its 28th Annual Report on the Business and Operations of your Company ("the Company") and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2024 is as under:

Note:

1. Previous year figures have been regrouped / re-arranged wherever necessary.

2. These audited standalone & Consolidated financial results for the year ended March 31, 2024 is the first annual Audited standalone & Consolidated financial results after adoption of Indian Accounting Standards ("Ind AS"), voluntarily. Consequently, the standalone & Consolidated financial results for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS:

Your Company is engaged into the business of manufacturing of Stainless Steel (SS) Billets and Ingots, rolling of SS Flat & Round Bars, Bright Bars, Seamless Pipes & Tubes, U - Bend Tubes and ERW Pipes with its fully integrated infrastructure consisting of steel melting shops, rolling mills and finishing machines at its plants located at Halol, Changodar and Kapadvanj, Gujarat; and also trading steel scrap and ferro alloys.

The Company manufactures wide range of stainless steel of 200 series, 300 series (including series 304 and series 316), 400 series - grades in Austenitic, Ferritic, Martensitic and special chemical composition grades steel like 17/4 PH, Duplex and Super Duplex Steel. The Company is Quality Management System certified company and holds ISO 9001:2015, ISO 14001:2015, ISO 45001:2018 and 2014/68/EU Certificates.

The Company's stainless steel products are marketed / traded under the brand name 'Mangalam Saarloh' and 'Mangalam Tubicore'.

Standalone Operating Results:-

During the year under review, the Standalone Total Revenue of your Company is increased to Rs. 82246.94 Lakhs for the financial year 2023-24 from Rs. 64653.06 Lakhs for the previous financial year 2022-23 registering a growth of 27.21% in the year under review.

Your Company has earned a Profit After Tax (PAT) of Rs. 2,010.33 Lakhs in the financial year 2023-24 as compared to PAT of Rs. 1,668.53 Lakhs in the previous financial year 2022-23 which achieved 20.49 % growth in the year under review.

Consolidated Operating Results:

During the year under review, the consolidated Total Revenue of your company has increased to Rs. 82,247.08 Lakhs for the financial year 2023-24 from Rs. 64,655.15 Lakhs for the previous year 2022-23 registering a growth of 27.21% in the year under review.

Your Company has earned Profit After Tax (PAT) of Rs. 2,297.65 Lakhs in the year 2023-24 as compared to PAT of Rs. 1,757.57 Lakhs in the previous financial year 2022-23 with growth of 30.73% growth in the year under review.

The Board of Directors is satisfied with the Financial Performance of your Company and assures that all necessary actions will be initiated for further increasing the income and profitability of the Company in the years to come.

Segment reporting:

Your Company is operating into a single segment of manufacturing of Stainless Steel (SS) Billets and ingots, rolling of SS Flat and Round Bars, Bright Bars, Seamless Pipes & Tubes, U - Bend Tubes and ERW Pipes with its fully integrated infrastructure.

COMPANY BACKGROUND:

Mangalam Worldwide Limited (CIN: L27100GJ1995PLC028381) was originally incorporated in the name as "Temchem Exports Private Limited" under the Companies Act, 1956 on December 11, 1995. Further, the name of the Company was changed to "Hindprakash Exim Private Limited" and a Fresh Certificate of Incorporation consequent upon change of name was issued on April 30, 2007 by the Registrar of Companies, Ahmedabad. The name of the Company was further changed to "Mangalam Worldwide Private Limited" and a Fresh Certificate of Incorporation consequent upon change of name was issued on October 13, 2014 by the Registrar of Companies, Ahmedabad. The Company was then converted into a Public Company and the name of the Company was changed to "Mangalam Worldwide Limited" and a Fresh Certificate of Incorporation consequent upon conversion and change of name of Company from Private Limited to Public Limited was issued by the Registrar of Companies, Ahmedabad on March 16, 2022. The equity shares of the Company were listed on NSE Emerge Platform since July 11, 2022. Further the Company had made an application for Migration of its securities from NSE Emerge Platform to the Main Board of the NSE as on January 03, 2024 and the said approval is awaited.

DIVIDEND:

The Board of Directors of the Company, in its Meeting held on April 19, 2024 recommended a dividend of Re. 1/- (Rupee One only) (10%) per Equity share of Rs. 10/- each for the financial year ended on March 31, 2024 (previous year Re. 1/- per Equity Share), subject to approval of Members in the ensuing Annual General Meeting. The dividend payable to the shareholders would amounting to Rs. 26,00,06,740/- (Gross of TDS).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction of income tax at source. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated any amount to the reserves. The profit earned during the year has been carried to the balance sheet of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, there was no change in business or object of the Company and it continues to be in the same line of business as per main objects of the Company.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, the following changes have been taken place in the Authorised and Paid-up Share Capital of your Company:

• Authorised Share Capital:

During the financial year 2023-2024, there is no change in the authorised capital of the Company.

• Issued, Subscribed & Paid-up Share Capital and Allotments:

During the financial year 2023-2024, the Company has issued 15,00,000 Equity Shares of Rs. 10/- (at a premium Rs. 97/-) as on March 21, 2024 pursuant to conversion of 15,00,000 convertible warrants out of 52,00,000 Convertible warrants issued and allotted on preferential basis.

The Company has issued 52,00,000 Convertible Warrants on preferential basis at an issue price of Rs. 107/- per Warrant (to be converted into equivalent number of fully paid up equity shares of face value of Rs. 10/- each at a premium of Rs. 97/- each) as on April 06, 2023. In terms of allotment of 52,00,000 convertible warrants, the Company had received the subscription money of Rs. 13,91,00,000/- being 25% of consideration at Rs. 107/ - of each warrant. As on March 21, 2024 on receipt of written request from respective warrant holders along with the balance 75% (i.e. Rs. 80.25/-per warrant) of the issue price, the company has issued/allotted 15,00,000 equity shares of face value of Rs. 10/- (at a premium of Rs. 97/-) each pursuant to conversion of 15,00,000 convertible warrants (out of 52,00,000 convertible warrants) in to equal number of equity shares.

At the end of financial year 2023-24, Paid Up Share Capital has increased to Rs. 26,00,06,740/- comprising of 2,60,00,674 equity shares of Rs. 10/- each.

The objects of issue of Convertible warrants on preferential basis and utilization of fund are as under:

*Company made an application for Listing of 15,00,000 Equity Shares allotted upon conversion of 15,00,000 Convertible Warrants out of 52,00,000 Convertible Warrants issued on Preferential Basis in terms of Chapter V of SEBI (ICDR) Regulations, 2018 dated March 30, 2024. The same is pending for approval with NSE.

During the financial year 2023-24, the Company has proposed to issued 44,00,000 Convertible Warrants at an issue price of Rs. 125.40/- per Warrant (to be converted into equivalent number of fully paid up equity shares of face value of Rs. 10/- each at a premium of Rs. 115.40/- each) by passing the Special Resolution at the Extra Ordinary General Meeting held on March 16, 2023 and also the application for in principle approval for issue of 44,00,000 Convertible Warrants on preferential basis is made to NSE dated February 20,2024. The same is pending for approval with NSE.

On allotment of 44,00,000 convertible warrants at an issue price of Rs. 125.40/- per warrant, the Company shall be receiving the subscription money of Rs. 13,79,40,000/- being 25% of total consideration. The such warrants are entitled for conversion into equal number of equity shares, upon exercise of the option by the warrant holders, within a maximum period of 18 months from the date of allotment of such warrants on payment of balance 75% due on such warrants.

Further, the warrants shall be issued in accordance with the provisions of Section 42 and 62(1)(c) of the Companies Act, 2023 and Chapter V of the SEBI (Issuance of Capital and Disclosure Requirements) Regulations, 2018.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under 2023-24, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2023.

The Company deposited the TDS amounting to Rs. 500.00 on such unpaid dividend for the FY 2022-23.

DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account/unclaimed suspense account and therefore, disclosure relating to the same is not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

• Board of Directors and KMPs:

The Board of Directors of the Company consists of Mr. Vipin Prakash Mangal, Chairman (Executive), Mr. Chanakya Prakash Mangal, Managing Director, Mr. Chandragupt Prakash Mangal, Managing Director, Mr. Mohit Kailash Agrawal, Whole Time Director & CFO, and Mr. Anilkumar Shyamlal Agrawal, Mrs. Pritu Gupta, Mrs. Sarika Sachin Modi and Mrs. Varsha Biswajit Adhikari, as Non-Executive Independent Directors of the Company.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

• Appointment/ Cessation of Directors/KMPs:

During the year 2023-24, Mrs. Varsha Biswajit Adhikari (DIN: 08345677) was appointed as Non-Executive Independent Director with effect from December 12, 2023 for a period of five years, i.e. upto December 11, 2028.

The members of the Company appointed Mrs. Varsha Biswajit Adhikari (DIN: 08345677) as Non-Executive Independent Director of the company through postal Ballot Resolution dated February 18, 2024.

During the year under review, Mr. Fageshkumar R. Soni (FCS: 8218) resigned as Company Secretary and Compliance officer w.e.f. January 16, 2024 and Ms. Apexa Panchal (ACS: 35725) has been appointed as Company Secretary and Compliance officer w.e.f. January 17, 2024

Mr. Vipin Prakash Mangal, Chairman, Mr. Chanakya Prakash Mangal, Managing Director and Mr. Chandragupt Prakash Mangal, Managing Director are re-appointed for a period of three (3) years effective from March 01, 2025 to March 01, 2028, liable to retire by rotation, at the 28th Annual General Meeting of the Company.

• Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mr. Vipin Prakash Mangal (DIN: 02825511), as Managing Director designated as 'Chairman' of the Company, retires by rotation at the 28th Annual General Meeting and being eligible, offers himself for reappointment.

The Board recommends the re-appointment.

• Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

During the year under review, the Non-Executive Directors/Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for attending meetings of the Board and Committee of the Company.

• Disclosure by directors:

The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies Act, 2013,

declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and Declaration as to compliance with the Code of Conduct of the Company.

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2023-24, 15 (fifteen) Board meetings were held, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between two meetings was not more than 120 days. Detailed information on the Board Meetings is included in the Report on Corporate Governance Report, forming part of this Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are Committees of the Board of Directors:

1) Audit Committee

2) Stakeholders Relationship Committee

3) Nomination and Remuneration Committee

4) Management Committee

The details with respect to the composition, powers, terms of reference, other information and the number of meetings of relevant committees held during the financial year 2023-24 are given in the Report on Corporate Governance Report, forming part of this Annual Report.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached to this Report as "Annexure - A".

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as "Annexure - B" to this report.

Further, Managing Directors or Whole Time Director have not received any remuneration or commission from any of subsidiary of the Company for the financial year under review. Further, the Company does not have any holding company. As such, disclosure regarding receipt of the remuneration or commission by the Managing Directors or Whole Time Director from the subsidiary of the Company under provisions of Section 197(14) of the Companies Act, 2013 is not required.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2024, the Company has M/s. Mangalam Saarloh Private Limited (CIN No. U27100GJ2019PTC109406) as a Subsidiary company having registered office situated at 205, Mangalam Corporate House, 42, Shrimali Society, Netaji Marg, Mithakhali, Navrangpura, Ahmedabad, Ahmedabad, Gujarat, India, 380009. During the year, the Board of Directors reviewed the affairs of the subsidiary Company.

Further, a statement containing the salient features of the financial statements including the highlights of performance of Company's subsidiary is given in Form AOC-1 is attached to this Report as "Annexure- C"

Except above, the Company does not have any Subsidiary Companies or Joint Venture or Associate Companies, during the year under review.

Pursuant to the Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of Subsidiary Companies, are available on the website of the Company www.mangalamworldwide.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate Social Responsibility (CSR) by a company does not exceed fifty lakh rupees, the requirement under Section 135(1) for constitution of the Corporate Social Responsibility Committee is not applicable and the functions of such committee provided under Section 135 of the Act, are discharged by the Board of Directors of the Company. The function of CSR Committee is discharged by the Board under the provisions of Section 135(9) of the Act. Accordingly, the Board has approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company at https://mangalamworldwide.com/wp-content/uploads/2022/08/CSR-Policy.pdf.

The Annual Report on CSR Activities during the financial year 2023-24 forming part of this Board's Report is annexed herewith as "Annexure- D" to this report.

RELATED PARTY TRANSACTIONS:

All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company https://mangalamworldwide.com/wp-content/uploads/2023/12/Policy-on-Materiality-of-Related-Party-Transactions.pdf

Details of material related party Transactions, if any, i.e. transactions exceeding ten percent of the annual consolidated turnover / net worth as per the last audited financial statements, is disclosed in Form AOC-2 at "Annexure - E", pursuant to the requirements of section 134(3)(h) of the Companies Act, 2013.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements, forming part of this Annual Report.

AUDITORS:

Statutory Auditors:

The Members of the Company, at the 25th Annual General Meeting (AGM) held on September 27, 2021 approved appointment of M/s. Keyur Shah & Co., Chartered Accountants, as Statutory Auditors for a term of five consecutive years from the conclusion of 25th AGM and hold office till the conclusion of AGM of the Company to be held for the financial year 2025-26.

The audited standalone & Consolidated financial results for the year ended March 31, 2024 is the first annual Audited standalone & Consolidated financial results after adoption of Indian Accounting Standards ("Ind AS"), voluntarily. Consequently, the standalone & Consolidated financial results for all the periods presented have been prepared in accordance with the recognition and measurement principles as stated therein. The Notes to the financial statements referred in the Auditors' Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors' Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed M/s. Sparsh Gupta & Co., Practicing Company Secretaries, Ahmedabad to conduct a Secretarial Audit for the year 202324. The Secretarial Audit Report for the year ended March 31, 2024 is annexed herewith as "Annexure - F" to this Board's Report.

With regard to the observation in the Secretarial Auditors' Report that pursuant to Regulation 280(2)(b) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the company has issued and allotted 15,00,000 Equity Shares of Rs. 10/- each without having the in-principal approval from NSE Main Board for listing of its entire share capital and the issued and paid up capital had increased beyond Rs. 25 Crores. We clarify that:

Based on the in- Principle approval by NSE vide its letter No. NSE/LIST/34624 dated March 16, 2023 and the Shareholders' approval through Special Resolution passed at the Extra Ordinary General Meeting dated March 24, 2023 and also on receipt of 25% of the total consideration payable against the Warrant Issue Price fixed per Warrant in terms of the SEBI ICDR Regulations from the Proposed Allottees, the Company had issued and allotted 52,00,000 Convertible Warrants on Preferential basis on April 06, 2023.

Further, pursuant to the provisions of Regulation 280(2)(a) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 the shareholders of the company have approved the migration by passing a special resolution through postal ballot dated 20th October, 2023 wherein the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal and pursuant to the provisions of Regulation 280(2)(b) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company had made an application for Migration of its listed securities from NSE Emerge to the Main Board of NSE dated January 03, 2024, the same is pending for approval with NSE.

Further, the Promoters and Members of Promoter Group subscribed 50,00,000 Convertible warrants to be converted into equal number of Equity Shares, within a maximum period of 18 months in compliance of SEBI (SAST) Regulations, over a period of two financial years i.e. FY 2023-24 and FY 2024-25 in such a way that not more than 5% of the expanded capital is acquired in one financial year. Therefore, it was necessary to convert atleast 15,00,000 Convertible warrants into equity shares during FY 2023-24. The Company had received the written request from the respective Warrant holders alongwith the balance 75% of the issue price for exercising their option for conversion of 15,00,000 Convertible warrants (out of 52,00,000 Convertible Warrants allotted to them), based on which the Company had allotted 15,00,000 Equity Shares of Rs. 10/- each on March 21, 2024.

Except above, the secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board appointed M/s Mukesh M. Shah & Co., Ahmedabad as an Internal Auditor of the Company for conducting internal audit of the Company for F.Y. 2023-24.

COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules thereof and on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s. V.M. Patel & Associates, Cost Accountants, Ahmedabad (Firm Registration No.: 101519) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year ending at March 31, 2025. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is placed for ratification/approval of Members at the 28th Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof. The Cost Audit report for the financial year 2022-23 has been filed within the due date. The due date for submission of the Cost Audit Report for the financial year 2023-24 is within 180 days from March 31, 2024.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and company's operations in future.

MATERIAL ACQUISITIONS / AMALGAMATIONS / MERGERS / REVALUATION OF ASSET/ DISINVESTMENT OF BUSINESS/ UNDERTAKING:

Mangalam Saarloh Private Limited: (Proposed Amalgamation)

The Board of Directors of the Company at its meeting held on April 25, 2023, considered and approved the Scheme of

Amalgamation of Mangalam Saarloh Private Limited (a subsidiary company) with Mangalam Worldwide Limited and their respective shareholders and creditors under Section 230 to 232 of the Companies Act, 2013 read with rules made thereunder ('Scheme'), subject to required statutory and regulatory approvals. The Company has submitted the draft Scheme to NSE for obtaining No-objection pursuant to SEBI Circular November 23, 2021. The No-objection from NSE is awaited.

Further, pursuant to the proposed Scheme, 245 (Two Hundred Forty-Five) fully paid up equity shares of Rs. 10/- each would be issued by the Company, for every 100 (Hundred) fully paid-up equity shares of Rs. 10/- each of Mangalam Saarloh Private Limited, being Transferee Company.

INSURANCE

The assets of your Company are adequately insured.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 and rules there under. Further, details of monies accepted by the Company if any, from Directors / relatives of Directors have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for the Financial Year ended March 31, 2024.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as "Annexure - G" forming part of this Annual Report.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further, the Company is listed on NSE Emerge (SME Platform), as such pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not obligated to comply with requirement of Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company had made an application for Migration of securities from NSE Emerge to Main Board of NSE, dated January 03, 2024 and the same is awaiting for approval. The Company has voluntarily given the Corporate Governance Report for the period ended March 31, 2024, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is forming a part of this Annual Report. A Certificate of CFO of the Company in terms of the SEBI (LODR) Regulations, 2015, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure "1" to report on Corporate Governance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments made during the Financial Year 2023-24, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March 31, 2024.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states:

a) in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) 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 as at the end of the financial year and of the profit /loss of the Company for that period;

c) the Directors have taken proper and sufficient care 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 Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors have 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company's financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management. Further, the Board had appointed Internal Auditor of the Company for the financial year 202324 pursuant to the provisions of Section 138 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company at https://mangalamworldwide.com/annual-reports.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, the Company have adopted a policy on "Prevention of Sexual Harassment", through which the Company addresses complaints of sexual harassment at the all workplaces. The policy assures discretion and guarantees non-retaliation to complainants. The Company follows a gender-neutral approach in handling complaints of sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/complaint reported under said Act.

RISK MANAGEMENT AND ITS POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directors of the Company.

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The Board judges the fair and reasonable extent of risks that your Company is willing to take and its decisions shall be based on this reasonable judgment.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https://mangalamworldwide.com/wp-content/uploads/2022/04/Whistle-Blower-Policy-Vigil-Mechanism.pdf

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely www.mangalamworldwide.com containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

ACKNOWLEDGEMENT:

Your Directors are highly grateful for all the guidance, support and assistance received from the Company's Customers, Vendors, Financial Institutions & Bankers, Auditors, Investors, Depository, Workers, Executive Staff and Team Members of the Mangalam family at all levels. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors also wish to place on record their deep sense of appreciation and contributions for the committed services by the Workers, Executive Staff and Team Members of the Mangalam family at all levels, to ensure that the Company continues to grow and excel. Your Company's consistent growth was made possible by their hard work, solidarity, cooperation and support.