Your Directors have the pleasure in presenting the 44^th Annual Report together with the Audited Accounts of the company for the year ended 31^st March, 2024.

FINANCIAL RESULTS

The Financial Results for the year ended 31^st March, 2024 are as under:

Rs. in Lacs

PERFORMANCE REVIEW

The Gross revenues has touched Rs. 34308.42 Lacs compared to Rs. 25237.96 Lacs previous year which is 35.94 % higher than last year. Company has come out of the red with after -tax standalone profit of at Rs. 1363.02 Lakhs for 2023-24 closed on March 31, 2024 compared to (291.07)Lakhs previous year. Standalone Comprehensive Income for the period stands at Rs. 1666.08 Lakhs compared to Rs. (938.47) Lakhs last year.

The Company has adopted Indian Accounting Standards (IND AS) prescribed under the Companies Act, 2013 read with relevant rules thereunder, with effect from April 1, 2017 and accordingly financial statements have been prepared in accordance with IND AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) (Amendments) Rules, 2016.

FUTUREOUTLOOK (STATE OF COMPANY’S AFFAIRS)

The good news being that the world has finally came out of the shadows of the COVID-19 pandemic and of Central Government continuing in the office for its third term, however at the same time, with the Ukraine & middle-east war still continuing, pose serious challenge that the world faces today. The war has stoked an increase in inflation leading to increase in interest rates across the world as inflation has reached 40 year high in developed countries. The interest rate hikes are threating a looming recession in the world. However silver lining is that Indian economy is resilient & performing vibrantly. With the sound economic policies undertaken by the Central Government, India is on the path to become third largest economy in the world.

The Board has been making continuous efforts to solve the challenges being faced by the company.

As the members are aware the company was classified as a NPA by the working capital bankers due to default in repayment & servicing of its debt.

The company has reached a settlement plan with its largest lender of working capital, and has been able to finalise a 4.5yrs payment plan ending in December 2026. Further, during the year company was successful in reaching settlement plans with almost all remaining lenders including Kotak Mahindra Bank.

The manufacturing business of the company is slowly and steadily picking-up, however there are severe challenges being faced due to shortages in availability of raw material and logistical reasons.

Your directors are optimistic of better performance in turnover and profits during 2024-25 compared to previous year. During the first quarter of financial year 2024-25 ended June 30, 2024 company has reported a profits after tax at Rs. 399.14 lakhs .

DIVIDEND

In order to consolidate the financial position of the company your directors do not recommend payment of any dividend for the year ended 31 March 2024.

During the year 2023-24 the Board of directors did not recommend payment of interim-dividend.

RESERVES:

General reserve. transition reserve and retained earnings compared to previous year are follows:

SHARE CAPITAL

The paid-up equity share capital as on 31^stMarch 2024 stands at 1332.00 Lacs. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. In-principal approval of the BSE could not be obtained on the proposed preferential issue during 2023-24. Further, the Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

CAPITAL EXPENDITURE

Additions of Property, Plant & Equipment (gross) during the year under review amounted to Rs. 898.88 Lakhs and net carrying value of Property Plant & Equipment stood at Rs. 5247.84 Lakhs as at 31^st March, 2024.

FIXED DEPOSITS

The company has not accepted any deposits from public during the financial year under review and as such there were no fixed deposits outstanding as on 31^st March, 2024.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year Company has made investment in Bihariji Properties Private Limited (BPPL) AND Bihariji Highrise Private Limited (BHPL) on 30th March, 2024 pursuant to which they have become subsidiaries of the Company. Both the companies are engaged in the real estate/renting business with owned or leased property

As on 31^st March 2024 company has three Subsidiaries namely: 1. M/s Strawberry Star India Pvt. Ltd. (SSIPL) as reported last year; 2. Bihariji Properties Private Limited (BPPL) and 3. Bihariji Highrise Private Limited (BHPL). None of the subsidiary fall amongst related parties of the Company

The Company has no joint venture or associate.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As on March 31, 2024 there were no outstanding loans or guarantees covered under the provisions of Section 186 of the Act. The details of the Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

A detailed report on contracts and arrangements made during the year 2023-24, transactions being in the ordinary course of business and at arm’s length have been reported and annexed hereto in this report in the prescribed Form AOC-2 read with note no. 13 of the Financial Statements.

The terms & conditions of the above mentioned transactions are not prejudicial to the interest of the Company. The closing balances of such related parties, wherever outstanding, are not overdue.

NUMBER OF MEETINGS OF THE BOARD

Fourteen meetings of the Board of directors were held during the year 2023-24. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

BOARD EVALUATION

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 Companies Act, 2013( “the Act”) and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17(10) of Listing Obligations &

Disclosure Requirements, Regulations, 2015.The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the 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.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The details of various familiarization programme provided to the Directors of the Company is available on the Company’s website www.mauria.com.

DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Disclosure pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 has been made for the FY 2023-24 in the prescribed Format and forms part of the Directors’ Report as an Annexure.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act 2013 and the Listing Regulations, 2015, a separate meeting of the Independent Directors was held on 04/01/2024

The Independent Directors at the meeting reviewed the following:-

• Performance of non independent Directors and board as a whole.

• Performance of the Chairperson of the Company, taking into account the views of executive Directors and non-executive Directors.

• Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

LISTING ON STOCK EXCHANGES

With effect from Tuesday July 14, 2015, the scrip of your company got listed on BSE Limited (BSE) under the Direct Listing Route of BSE with Scrip Code 539219 (bearing ISIN: INE150D01027).

Accordingly, as on date, the shares of your Company are listed on BSE as well as Calcutta Stock Exchange (CSE).

Market price data - High, Low during the each month in last financial year 2023-24 has been given under Corporate Governance Report.

CORPORATE GOVERNANCE

A detailed Report on Corporate Governance is given in “Annexure-A” to this report. In terms of Part E of Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (Listing Regulations, 2015), the Compliance Certificate from the Practicing Company Secretary certifying compliance with conditions of Corporate Governance, as stipulated in Regulation 16 to 27 of Listing Regulations, 2015 with the Stock Exchange(s) where the shares of the company are listed, is also enclosed.

DIRECTORS’ RESPONSIBILITY STATEMENT

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. they 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. they 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. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• No fraud against the company has been reported by the Auditors as well as by Audit Committee or noticed by the Board of Directors

INTERNAL FINANCIAL CONTROL SYSTEM

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 2023-24.

DIRECTORS&KEY MANAGERIAL PERSONNEL/ INDEPENDENT DIRECTORS DECLARATION

Pursuant to the provisions of Section 149(7) of the Act, all Independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Regulations, 2015.

There has been following changes in the composition of Board of Directors and Key Managerial Personnel during the year 2023-24:

> Smt. Sujata Kumar (DIN:01310030) who has resigned wef February 26, 2024,

> Shri Atul Kumar appointed as Director (DIN: 00060233) wef February 26, 2024

> Shri Manohar Menghraj Punjabi(DIN: 10213816) appointed as Director wef June 26, 2023

As on March 31, 2024, the composition of Board of Directors was as follows:

After March 31, 2024 till the date of signing of Annual Report, Smt. Deepa Sureka (DIN:00060284) Whole-time Woman Director (Executive, Promoter) resigned wef April 26, 2024 and Smt. Prem Lata Sureka,(DIN:00060247) joined the Board wef 26/06/2024 as Whole-time Woman Director (Executive, Promoter).

Also, during the financial year 2023-24 the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

As per the provisions of Companies Act, 2013, Sh. Navneet Kumar Sureka (DIN: 00054929) retires by rotation and being eligible has offered himself for re-appointment in the 44th Annual General Meeting.

There has been no change in the Key Managerial Personnel (KMPs) during the year under review.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

INSIDER TRADING POLICY

The Company’s policy on insider trading has been uploaded on the web-site of the company www.mauria.com and all necessary steps have been taken to comply with the said policy.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your directors have established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing/vigil mechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or ethic policy. This mechanism also provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

Email address of the chairman of the Audit committee Sh. Atul Kumar is atul@commediait.com.

We affirm that no personnel has been denied access to the audit committee.

During the year 2023-2024, no such report were made to the Chairman of Audit Committee RISK MANAGEMENT POLICY

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Company reviews the same periodically. The Company recognizes that risk is an integral and unavoidable component of business and hence is committed to managing the risk in a proactive and effective manner. The Company’s Management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Risk Management System of the Company and are managed accordingly.

The common risks faced by the Company include Raw Material Procurement Risk, Environment & Safety Risk, Market Risk, Technology risk, Business Operational Risk, Reputation Risk, Regulatory & Compliance Risk, Human Resource Risk Working Capital and Business continuity Risk. Your Company has well defined processes and systems to identify, assess & mitigate the key risks. A platform for exception reporting of violations is in place which is reviewed regularly and remedial measures are being undertaken immediately.

COMMITTEES OF BOARD OF DIRECTORS

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Your directors, the Management and all of the employees subscribe to the philosophy of compassionate care. We believe and act on the ethos of generosity and compassionate care, characterized by willingness to build a society that works for everyone. This is the cornerstone of our CSR policy. The web-link of Company’s CSR Policy alongwith Projects approved for making expenditure is enumerated at https://mauria.com/policies/. There has been no change in policy as well as the project approved for the FY 2023-24.

Company continues to undertake the CSR work during the year under review on a voluntary basis over and above what has been prescribed under CSR guidelines. The CSR activities are overseen by the Managing Director, who is chairman of CSR committee on a regular basis. The Annual report on the CSR Activities forming part of this Report is annexed hereto.

Your directors have constituted the Corporate Social Responsibility (CSR) Committee comprising of Shri Navneet Kumar Sureka as Chairman, and Smt. Veena Aggarwal and Shri Atul Kumar as members.

The said committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring and implementing of the CSR Policy and recommending the amount to be spent on the CSR activities.

During the year 2023-2024, the CSR Committee met once on 12/10/2023 and provided status updates to the Board of directors of the company.

Your company’s investment in CSR activities for the year 2023-24 was Rs. 50.41 Lakhs compared to Rs. 44.48 Lakhs during previous year, which is above the requirement of minimum 2 % of the average profits of the company for the last three years.

AUDIT COMMITTEE

The constitution of the Audit Committee is in accordance with the requirements of Section 177 of the Companies Act, 2013(here-in-after known the “Act”) and Regulation 18 of the Listing Regulations, 2015. During the year Smt. Sujata Kumar, chairperson of the Audit Committee resigned and Shri Atul Kumar a director & member took over as the new Chairperson of the audit-committee wef 26/02/2024.

As on March 31, 2024 Audit committee comprises of following directors:

The details of terms of reference of the audit committee, number and dates of meetings held, attendance of Directors during the year 2023-24 are given in the Corporate Governance Report forming part of this Annual Report.

The primary objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process to ensure accurate and timely disclosures,

• All the recommendations of Audit Committee has been accepted by the Board of Directors during the reportable year.

NOMINATION AND REMUNERATION COMMITTEE

During the year Chairperson of this committee namely Smt. Sujata Kumar resigned wef 26.02.2024. Consequent thereto a non-executive directors Shri Atul Kumar was nominated on this committee as the new chairperson wef 26/02/2024.

As on March 31, 2024 this committee consisted of following directors:

The said committee has been entrusted with the responsibility of formulating and recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board, devising a policy on Board diversity and identifying persons who are qualified to become directors and who may be appointed in senior management and to recommend to the board their appointment and removal.

During the year 2023-2024, Nomination & Remuneration committee met twice.

.The details of number and dates of meetings held, attendance of NRC during the year are given in the Corporate Governance Report forming part of this Annual Report.

• The web-link of policy relating to criterion for making payment to Non-executive directors is https://mauria.com/wp-content/uploads/2018/01/3 -MUL-Criterion-for-making-payment-to-Non-EXD- 1.pdf

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

During the year Chairperson of this committee namely Smt. Sujata Kumar resigned wef 26/02/2024. Consequent thereto a non-executive directors Shri Atul Kumar was nominated on this committee as the new chairperson wef 26/02/2024.

As on March 31, 2024 this committee consisted of following directors:

*Resigned wef26.02.2024 **Appointed wef26.02.202;

The Stakeholders’ Relationship Committee shall consider and resolve the grievances of security holders of the company.

During the year 2023-24, Stakeholders Committee met Four-times and provided status updates to the Board of directors of the company which is elaborated under corporate governance report forming part of this report.

WEBLINK OF THE COMPANY:

The web address of the company is https://mauria.com/financials/ where the annual returns referred to in sub-section (3) of section 92 has been placed.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 20232-2024, no complaints were received by the Company related to sexual harassment and hence no complaint is pending as on 31/03/2024 for redressal.

PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE, 2016

• The Company has initiated proceedings under Section 9 of Insolvency & Bankruptcy Code, 2016 against its trade receivables M/s. Linkwise Marketing Private Limited and M/s. Nexus Commosales Private Limited, before the NCLT, Kolkata Bench vide Company Petition No. C.P.(IB)/86(KB) and 1908134/01725 of 2021 and the matter is currently pending before the Hon'ble NCLT, Kolkata Bench. Hon'ble NCLT has accepted the matter.

• One of the financial creditor of the Group has filed petition under Section 7 of Insolvency & Bankruptcy Code, 2016 before Hon'ble NCLT, Kolkata Bench vide Company Petition No. C.P.(IB) — 138/2022 dated February 23, 2022 for initiation of corporate insolvency resolution process. The Company after negotiations with the creditor reached a settlement, however, the company is yet to discharge the remaining liability.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

Consequent to the report of the forensic Auditor undertaken as per the direction of the Hon’ble Supreme Court of India to look into transactions between Amrapali group of companies and Sureka group of companies (Companies promoted by the Promoters), the Hon'ble Supreme Court vide order dated 02.12.2019 has directed Mauria Udyog Ltd & Company promoted by the Promoters other Sureka group of companies and their Directors viz Mr. Navneet Sureka and Mr. Akhil Sureka to deposit Rs. 167 Crores. In response to the order of the Hon'ble Supreme Court, it has filed an application on 09.12.2019 before the Hon'ble Supreme Court to accept the Title -deeds of immovable properties belonging to Sureka family members and associate companies (based on latest valuation report) worth amounting to Rs.208.31 Crores and after reducing the incumbency amount of Rs. 39.34 Crores balance value of properties work out to Rs. 168.97 crores. Based on order of the Hon'ble Supreme Court, directors of the company has estimated a liability of Rs. 30.00 Crores as on 31.03.2020 and since original title-deeds of Immovable properties having gross value of Rs. 208.31 crores has already been deposited, as guarantee to supreme court, the liability arising from the order dated 02.12.2019 can be considered as settled and accordingly it has been recorded in books.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

1. By the Auditor in his report:

The Auditors’ Report being self-explanatory requires no further comments from the Directors. Please refer to the Notes section of the Audited Financial statements for the Financial-year ended on March 31, 2024 forming part of annual report.

2. By the Company Secretary in practice in his Secretarial Audit Report:

There are no qualifications, reservations, adverse remarks or disclaimer by the Secretarial Auditors in the Report issued by them for the financial year 2023-24 which call for any explanation from the Board of Directors.

DISCLOSURE OF RE-APPOINTMENT OF INDEPENDENT DIRECTOR AND JUSTIFICATION/RATIONALE FOR SUCH RE-APPOINTMENT

During the year no independent director has been reappointed for second term.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year no independent director was reappointed for second term.

However Shri Atul Kumar has been appointed as an Non-executive Independent Director wef February 26, 2024 on the recommendations of the Nomination & Remuneration Committee keeping in view his experience in Finance & marketing & international business. The Board had recommended for his appointment to the shareholders who approved his appointment as Non-executive Independent Director vide their special resolution passed on March 29, 2024.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year Company has made investment in Bihariji Properties Private Limited (BPPL) AND Bihariji Highrise Private Limited (BHPL) on 30th March, 2024 pursuant to which they have become subsidiaries of the Company. Both the companies are engaged in the real estate/renting business with owned or leased property

As on 31^st March 2024 company has three Subsidiaries namely: 1. M/s Strawberry Star India Pvt. Ltd. (SSIPL) as reported last year; 2. Bihariji Properties Private Limited (BPPL) and 3. Bihariji Highrise Private Limited (BHPL). None of the subsidiary fall amongst related parties of the Company

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

Securities & Exchange Board of India (SEBI) vide its interim order cum show cause notice number WTM/SM/IVD/ID9/27532/2023-2024 dated 19 June 2023 under sections 11(1), 11(4), 11(4)(A), 11(B)2

and11(5) of SEBI Act 1992 read along with SEBI rules 2005, issued interim directions restraining the Company from accessing the securities market till further orders and also directed the Company to deposit jointly and severally with other notices an amount of ? 2,619.69 Lacs.

The Company submitted its reply on 22 July 2023 and has filed an appeal against the said interim order to Securities Appellate Tribunal (“SAT”). The SAT vide its decision dated 18 August 2023 has disposed off the appeal and directed the Company to file a reply/objection to the show cause notice. Further, the management believes that the impugned order is untenable and is liable to set aside. Accordingly, no liability has been recorded by the Company against the amount sought by SEBI in the said interim order.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

As on 31^st March 2024 company has three Subsidiaries namely: 1. M/s Strawberry Star India Pvt. Ltd. (SSIPL) as reported last year; 2. Bihariji Properties Private Limited (BPPL) and 3. Bihariji Highrise Private Limited (BHPL). Financials of M/s SSIPL, (BPPL) & (BHPL) have been consolidated and consolidated financials have been reported under the heading Financial Results

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMPs/EMPLOYEES:-

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure which forms part of this report.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the comparison of remuneration with the percentile increase in the managerial remuneration and justification thereof.

There has been no increase in the remuneration of employees including Managing director, Chief Financial Officer and company secretary during the financial year 2023-24 in view of financial conditions of the company.

Further it is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

• Thee details including names of the Top 10 Employees in terms of salary drawn during the reporting period is attached as Annexure hereto.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CHANGE IN ACCOUNTING TREATMENT

There has been no change in the accounting policies during the period under review.

INTERNAL FINANCIAL CONTROLS

The Company has identified all key internal financial controls, which impacts the financial statements, as part of Standard Operating Procedures (SOPs). The SOPs are designed for all critical processes across all plants, warehouses and offices wherein financial transactions are undertaken. The SOPs cover the standard processes, risks, key controls and each process is identified to a process owner. The financial controls are tested for operating effectiveness through management ongoing monitoring and review process and independently by the Internal Audit. In our view the Internal Financial Controls, effecting the financial statements are adequate and are operating effectively.

STATUTORY DISCLOSURES

-No Frauds Were Reported by Auditors Or Reported To Central Government In The Financial Year Ended On March 31, 2024.

-None of The Directors of Your Company Is Disqualified as Per the Provisions of Section 164(2) Of the Act. The Directors of The Company Have Made Necessary Disclosures, As Required Under Various Provisions of The Act.

EXTRACT OF ANNUAL RETURN

The Annual Return for the financial year 2023-24 will be available on the website of the Company at https://mauria.com/financials/

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Ministry of Corporate Affairs had notified Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 effective from 07.09.2016. As per the Rules, Unclaimed/unpaid dividends / shares thereon are to be transferred to IEPF at the end of 7 years. The shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall also be transferred to IEPF following the prescribed procedure. The company has issued public notice to enable to claim the shares. Such shares remaining unclaimed have to be transferred to IEPF Authority within the date prescribed. The holders of such shares or their legal heirs can reclaim the shares from the IEPF Authority through the Company following the due procedure.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. The copy of Code of Conduct as applicable to the Directors (including Senior Management of the Company) is uploaded on the website of the Company www.mauria.com.

The Managing Director of the Company has issued a Declaration that the Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management. As there is no Chief Executive Officer in the Company, this Declaration has been issued by the Managing Director of the Company which is appended to this Report,

CEO/CFO CERTIFICATION

In terms of the requirements of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Managing Director and the CFO have submitted necessary certificate to the Board of Directors stating the particulars specified under the said Clause. The certificate has been reviewed by the Audit Committee and taken on record by the Board of Directors.

MANAGEMENT DISCUSSION & ANALYSIS

Outlook of Indian Economy:

With a GDP of $3.937 trillion, India is the world's fifth-largest economy. With growths rates 9.7% (FY2022) 7.2% (FY2023) 8.2% (FY2024) the country has one of the highest GDP growth rates in the world.

The Indian economy is expected to perform better than expected in the second half of the year. India’s real GDP is projected to grow between 6.5-7 per cent in 2024-25. The Indian economy recovered swiftly from the pandemic, with its real GDP in FY24 being 20 per cent higher than the pre-COVID, FY20 levels. . Overall India remains fastest growing economy in the world leaving China behind.

India’s underlying economic fundamentals are strong and despite the short-term turbulence, its impact on the long-term outlook will be marginal. However any escalation of geopolitical conflicts in 2024 may lead to supply dislocations, higher commodity prices, reviving inflationary pressures and stalling monetary policy easing with potential repercussions for capital flows. This can also influence RBI’s monetary policy stance. The global trade outlook for 2024 remains positive, with merchandise trade expected to pick up after registering a contraction in volumes in 2023

Industry Overview:

As you are aware that your Company is engaged in the business of manufacturing and trading in varied products: Liquefied Petroleum Gas (LPG):

With India’s economic growth closely linked to energy demand, the need for oil and gas is projected to grow further, rendering the sector a fertile ground for investment.

Textile:

With consumerism and disposable income on the rise, the retail sector has experienced a rapid growth in the past decade. Changing lifestyles and increasing demand for quality products are set to fuel the need for apparel. The sector contributes 14% to industrial production, 4% to India’s GDP and constitutes 13% of the country’s export earnings.

The future for the Indian textile industry looks promising, buoyed by both strong domestic consumption as well as export demand.

COMPANY OVERVIEW AND SEGMENT-WISE AND PRODUCT-WISE PERFORMANCE

MAURIA UDYOG LIMITED (MUL) is an ISO 9001:2008 company certified by BSI, accredited by UKAS. MUL is also certified for OHSAS:18001:2007& ISO 14001:2004 by BSI for its Health Safety and Environmental Management Systems. We are a Govt. of India recognized TRADING HOUSE, for consistent export of our products to various parts of the world. Your company is largest manufacturer and exporter in India exporting its products to more than 75 countries across the world.MUL exports its products to practically every continent of the world. Products of the company meet all key international standard certification including certification for manufacture of cylinders according to DOT for BA/BW standard for USA in India.

In the recent past company has entered into American market.

The manufacturing Works is situated at Faridabad, on the outskirts of New Delhi in the NCR region.

You directors are optimistic of future growth of the company.

EXPOSURE TO EXPORTS OF LPG CYLINDERS WELDED STEEL LPG CYLINDERS

Over the past 30 years MUL has produced the cylinders as per different international standards such as EN 1442, ISO 4706, SANS 4706, DOT 4BA, KS ISO 4706, ISO 22991, IS 3196, OS 120, NIS 69, AS 2469, AS 2470, SNI 1452, SLS 1178 and EN 13322-1. Customers such as BP, SHELL, TOTAL, BOC/LINDE, VITOGAZ and ADDAX etc. to name but a few have enjoyed our international quality at an affordable price. We have installed rigorous standards with modern equipment and a keen and well-trained workforce. We produce the cylinders from 4.0 litre(1.7kgs. gas capacity) to 120.0 litre (50.0 kgs.) for LPG and other gases such as ammonia and refrigerants.

The company has made export sales (FOB) during the financial year ended under report amounting to Rs. 24922.62 Lakhs compared to Rs. 16857.23 Lakhs during previous financial year

We are committed to satisfy our customers by providing Quality Product which gives highest value for money.

We believe that employees are our most important asset through which we can reach the top in each category of our products and services. Therefore, we will emphasize on their continuous improvement through upgradation of relevant knowledge and training.

We commit ourselves to continuous growth, so as to fulfil the aspirations of our customers, employees and shareholders. Committed To Quality

We don’t just manufacture products, we create satisfaction. Eurospa has deployed extensive resources to ensure the optimum quality of its products. The reiterative tests, the microscopic adherence to quality and inspection, all ensures that all Eurospa products are of world-class quality. We treat each and every product as a challenge, and every achievement a reason to set new goals.

MUL apart from manufacturing of LPG Cylinders, Valves, Regulators, Disposable Cylinders, Methyl Bromide Cylinders &Refillable Cylinders, being its main activity, has also undertaken the following :-

I. TERRY TOWEL DIVISION

The company undertakes manufacturing of terry towels in addition to cylinders. MUL has a top-of-the-line manufacturing facility to manufacture world-class terry towels as per the prevailing international standards.

Spread over 30,000 sq.ft., this unit boasts of an in-house and completely integrated infrastructure alongwith a talented pool of professionals from the textile industry.

The unit comprises of a modern facility and a weaving plant equipped with all the relevant machines. The ultra-modern Terry Towel Manufacturing Unit has the state-of-the-art technology sourced from Switzerland, Germany and Italy.

Your directors are pleased to inform that the total turnover of the Terry Towel Division during the year under report has been at Rs.42.88 Crore apart from revenue earned through job -work (sale of services) amounting to Rs. 4.19 Lakhs and & other operating revenues (export incentives/ sale of scrap) of Rs. 23.58 Lakhs

Zero Defect Production InTerry Towel

Automatic Fabric Inspection machine has been installed to ensure that only zerodefect fabric goes for production. To lend smooth velvet finish to the products, specialized shearing machines have been imported. The end product is also inspected by the finishing team for even minor defects, if any. The objective is to ship only those products which reflect MUL’s unflinching commitment to quality.

II. LPG CYLINDER ACCESSORIES

The company also manufactures various other LPG Cylinder Accessories such as Cylinder Guards, Neck Rings, Burner Set, Cooker Ring & Adopter.

RECOGNITION & AWARDS

The company is the recipient of FIEO’s Niryat Shree Bronze Trophy Award for its excellence in exports.

EEPC INDIA, Eastern Region awarded the company on 25.02.2011 Export Excellence for Star Performer as large enterprise in the product group of other fabricated metal products, exel machinery & equipment for its outstanding contribution to engineering exports during the year 2008-09 and for the year 2009-10 as well which was received on 20.12.2011 by Shri N. K. Sureka, then director of the company.

The company was also represented in the Annual Premier Vendors’ Workshop conducted by Bharat Petroleum Corporation Limited held at Mumbai on 04.11.2011 wherein a Trophy for the best performance was awarded to the company.

The Indian Council of Small & Medium Exporters (ICSME) has awarded Niryat Shiromani Puraskar to Shri N. K. Sureka, a director of the company and Gold Medal to the company for export performance on 23.03.2007.

The company participated in the “Haryana State Safety and Welfare Awards Scheme” in the year 2006 and the Directorate of Industrial Safety & Health, Labour Department, Haryana placed on record its appreciation of the management for taking proactive steps by implementing safety, health and welfare schemes for the workers.

The Engineering Export Promotion Council of India (EEPC INDIA) awarded Silver Trophy to your Company as National Award for Export Excellence 2011-12 on 15 ^th March,2013 in the presentation ceremony held in Mumbai.

Industries & Commerce Department, Government of Haryana conferred State Export Award 2013-14 to the Company on 08.06.2015.

AUTOMATION

The company is continuously automizing and upgrading the manufacturing facility to meet the latest technological advancement.

RESEARCH & DEVELOPMENT (R&D)

MUL has its in-house R&D facility and a fully equipped design studio that creates innovative and vibrant designs for towels in line with prevailing international trends and forecasts. The studio is equipped with CAD system and is managed by well-known and talented designers.!; is also fully capable of designing towels as per the buyer’s designs, material and colour specifications.

The management of the company also keeps a tab on the international trends by attending various international fairs & conferences.

The company’s continued focus on R&D has resulted in several approvals of its products in developed markets and significant progress in its initiative.

MUL has a complete and integrated towel manufacturing facility which makes its products internationally compatible in terms of quality and price. It also helps to reduce production lead time to a considerable extent.

It is now all set to carve a niche for itself in the competitive international market by exporting world class products.

FORGING NEW RELATIONSHIPS

Having consolidated its infrastructure and strengths, the company is planning to expand and grow its overseas market in times to come. It plans to forge mutually rewarding business associations with its potential clients. For this purpose, it has chalked out an ambitious plan. The management of the company is committed to provide its clients reliable and quality products at competitive prices and thus nurture enduring relationships with them.

The change in the international/local Govt. Policies do have its significant impact on the business of the company in the international as well as local markets, thus, effecting the volume of sales including the exports of the company.

SWOT ANALYSIS OF LPG INDUSTRY

Strength:

• Over 30 years’ experience in manufacturing LPG Cylinder, Valves and Pressure Regulators.

• Exporting in over 60 countries all over the globe.

• Easily availability of raw material, low cost labour and transportation

• Increasing demand in overseas LPG market

• Strong experienced management

• Encouraging export policies

• Customer loyalty Weakness:

• Raw material Cost Intensive

• Work inefficiency

• Working capital

• Economic factors

• Political uncertainties Opportunities:

• Innovation

• New Market

• Huge Demand

• Growing Industry

• Geographic best location Threats:

• International/regional competition

• Uncertainty of input cost

• Continuous govt. interference (Interest rate/Regulatory compliance )

• Slowdown in national/global economy/demand

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions reauthorized, recorded and reported correctly. The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits conducted by in house trained personnel. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee toensure effectiveness of the internal control system. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The brief on Financial Performance of the Company is already provided in the Boards" Report of the Company.

RISK & CONCERNS

At MUL, all key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, finance, insurance, shipping, legal and other issues like health, safety and environment.

Cylinders and terry towel products are globally traded commodities and their prices are subjected to international market forces of demand-supply and other factors that influence price volatility. With these two businesses presently accounting for the major proportion of MUL’s revenues, changes in global price levels will have an impact on the company’s performance.

Your company has identified the following risks with possible impact on the company and the mitigation plans of the company:

As per global trend, all labour intensive manufacturing activities are being discontinued in the developed countries and are now shifting to developing countries wherein India is most preferred destination specially of products like Cylinders & Towels. The company is in an advantageous position as far as products manufactured are concerned.

OUTLOOK

The company is taking all efforts to improve the quality and productivity to get more orders at competitive rates. The company’s business is committed to achieve world benchmark quality besides expanding on new product offering from new clients. Further the business will continue to focus on improving its cost competitive position. These measures will ensure the company maintaining its leadership position in the Indian/world market. Due to theown Manufacturing /processing plant the company is able to quote better rates and maintain safety of products high quality & productivity in the finished goods manufactured. Barring unforeseen circumstances the company is confident of achieving better results in the current year. The key risks for the global economy include US-China trade war, exit of Britain from European Union and the situation in the Middle East and Africa. The developing nations of Asia are expected to experience a higher rate of growth next few years.

The current economic state, fears of high inflation, uncertain international supply chains due to ongoing war between Russia & Ukraine and also in Middle-east and challenging retail environment, pose new threats to businesses across all sectors. Your Company is focused on “Survive, Revive, Revitalise and Thrive” strategy and is constantly monitoring the factory level performance, driving sales through online channels and cost optimisation across all functions. Your Company is strategically positioned to harness the present challenges, given the strength of its Brand, innovation capabilities.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

Company’s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity, to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

AUDITORS

STATUTORY AUDITORS

The Company has appointment M/s NKSC & Co., Chartered Accountants (FRN: 020076N), Delhi as the Statutory Auditors of the Company in the 40^th Annual General Meeting of the Company, on resignation of previous statutory auditors M/s L.K. Bohemia & Co., Chartered Accountants, Kolkata having Firm Registration Number 317136N.

COST AUDITORS

The Company has appointed M/s Jaiprakash & Co., Cost Accountants for conducting the audit of cost records of the Company relating to LPG Cylinders, Regulators &Valves for the financial year 2024-25. Pursuant to Section 148 of the Act read with Rule 14 of the Companies (Audit &Auditors) Rule, 2014 ratification of the remuneration of Cost Auditors is being sought from the Members of the Company at the ensuing AGM. Further, the Company has maintained all the cost accounts and records as required under the relevant laws.

SECRETARIAL AUDITORS

The Board of Directors of the Company, in compliance with section 204 of the Act have appointed Ms. Jyoti Arya, Practicing Company Secretary (M. No.-A48050/ COP-17651) of M/s. Jyoti Arya & Associates, Company Secretaries, as the Secretarial Auditors to conduct secretarial audit of the Company for the FY 2024-25. The Secretarial Audit Report as per Section 204 of the Act for FY 2024-25 is placed as annexure to this report

No adverse comments have been made in the said report by the Practicing Company Secretary.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies(Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo :

A. CONSERVATION OF ENERGY

Measures taken, additional investments and impact on reduction of energy consumption Disclosure of particulars with respect to Conservation of Energy.

-Company has replaced their entire Thyristor base SAW (submerged arc welding) and MIG (Metal inert gas) welding machines from their production with Inverter base machines which consume approximately 30% less input power. 47 nos. of 1000 Amps SAW and 40 Nos of 400 AMPS MIG welding sets have been replaced.

-VFD (variable frequency drive) employed with conveyor line and in other machines resulting in power saving.

-Rs. 66.87 lacs have been spent during 2013-14 on acquiring Solar Power Generating system with an object to reduce the lighting load and to further reduce the same company proposes to use LED lights.

B. TECHNOLOGY ABSORPTION

Disclosure of particulars with respect to Technology Absorption

(i) Efforts in brief made towards technology absorption, adaptation and innovation &(ii) Benefits derived as a result of the above efforts& (iii) Technology Imported during the last three years.

Following steps have been taken for enhancing productivity and quality improvements, resulting in enhanced safety and environmental protection measures and conservation of energy:-

• Our company has used latest inverter based technology in welding machines for improving quality and productivity of LPG cylinders (welding machines have been imported from China& fully operational.)

• Flux recovery system has been employed in SAW welding for ensuring defect free radiographic quality welding.

• Powered belt conveyers designed and installed for assembly and quality control process removing manual material movement & improving productivity.

• Electrical actuator operated blank lifting system(s) have been designed and installed in all the deep drawing press for mechanized loading and feeding of blanks & avoiding operator fatigue.

• Twin head SAW machines have started operating for welding both dish ends simultaneously for productivity improvement.

• Processing in a machine; trimming and joggling operation together, will remove variation in dimension, improve quality and productivity.

• Manual loading and unloading being replaced in machines by pneumatic and electrical power equipments.

1. Expenditure on R&D: -NA-

2.

Details of significant changes in the Key Financial Ratios:

Key financial ratios along with the details of significant changes (25% or more) in FY 2023-24 compared to FY 2022-23 is as follows:

(B) . Explanation on items included in numerator and denominator for computation of above

ratios:

i) Total debt includes non-current borrowings, current borrowings and interest accrued but not due on borrowings.

ii) Earnings available for debt services: Loss after tax Finance costs

(C) . Reasons for significant changes (25% or

more)

i) Current ratio has improved due to reduction in curre nt liability on account of settlement of various borrowings as well as

ii) Debt equity ratio has reduced due to increase in equity as share application money pending allotment.

iii) Debt service coverage ratio has improved as earning increased and repayment of many loans were done as o n March : 2023.

iv) Return on equity ratio has improved on account of profits arising this year.

^v) Net profit ratio has increased due to profits arising this year.

vi) Inventory Turnover Ratio has increased in account of increased purchases during the year.

vii) Trade receivables turnover ratio has improved on account of increase in revenue in the current financial year.

viii) Trade payables turnover ratio has increased in account of increased purchases during the year.

ix) Net capital turnover ratio has decreased due to increase in revenue in the current financial year. Average working cap

receivables as non-current.

ACCOUNTING TREATMENT

There has been no change in the accounting treatment for preparation of financial results, during the year under review. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) During the year under review, neither any fraud of any kind on or by the Company has been noticed by the Board of Directors of the Company nor reported by the Auditors of the Company. The Company has an internal financial control system, commensurate to the size of the business, in place.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude to the Banks, Employees as well as Customers for their timely help in smooth functioning of your Company. Your Directors also extend their thanks to all the Shareholders of the Company for their trust and confidence in the Board of Directors of the Company.

REGD. OFF-ROOM NO. 107,1^st FLOOR, ,, _{A TT}„_{T A T}

ANAND JYOTI BUILDING, ^MAURI^{A UDY}°^{G L}I^MI^TED

41, NETAJI SUBHAS ROAD, ^{Sd/- Sd/-}

KOLKATA - 700 001 N.K. SUREKA ATUL KUMAR

CIN:L51909WB1980PLC033010 Mg. DIRECTOR DIRECTOR

Place: Faridabad DIN:00054929 DIN: 00060233

Dated : August 20, 2024