Your directors are pleased to present the 37^th Annual Report of the Company covering the
operating and financial performance together with the Audited Standalone Financial
Statements and the Auditors’ Report thereon for the Financial Year ended on March 31,
2025.

FINANCIAL RESULTS AND OPERATIONS REVIEW:

The financial highlights of the Company during the period ended March 31, 2025 are as
below:

(Amount in Rs.)

During the year under review on the basis of Financial Statement the Company’s revenue
from operations during the financial year ended 31^st March, 2025 were ?4,31,47,12,639./-as
against ?3,04,55,21,598/-of the previous year representing Increase of approximately about
41.67% over the corresponding period of the previous year with total expenses of ?
4,12,47,80,898/-(previous year of ? 2,97,09,55,766/-). The company has made profit before
Exceptional Items of ? 21,03,88,334/-as against profit of ? 8,02,85,418 in the previous year.
The Company has made Net Profit of ?13,35,54,157/-as against ? 11,47,01,048/-of the
previous year representing increase of approximately about 16.43% over the corresponding
period of the previous year.

The EPS of the Company for the year 2024-25 is ? 5.41/-.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant
circumstances and keeping in view the company’s dividend distribution policy, has decided
that it would be prudent, not to recommend any Dividend for the year ended on 31^st March,
2025 and the entire surplus be ploughed back to the business to meet the needs for additional
finance for capital expenditure.

To bring transparency in the matter of declaration of dividend and protect the interests of
investors, the company had adopted a Dividend Policy since listing of its shares. The policy
has been displayed on the Company’s website www.mangalamalloys.com.

TRANSFER TO RESERVES

During the year under review, Company has not transferred any amount to reserves.

SHARE CAPITAL

During the year under review the Company has not made changes in the paid up share capital
as on 31^st March, 2025.The details of the same are mentioned below:

Authorised Share Capital:

The Authorized Share Capital of the Company as on 31^st March, 2025 stood at ?
25,00,00,000 /- (Rupees Twenty-Five Crore Only) divided into 2,50,00,000(Two Crore Fifty
Lakh) Equity Shares of ?10/- (Rupees Ten Only) each. During the year under review the
Company has not made any changes in its Authorised share capital.

Paid Up Share Capital:

The issued capital as on March 31, 2025 stood at ?24,68,59,270 (Rupees Twenty-Four Crore
Sixty-Eight Lakhs Fifty-Nine Thousand Two Hundred Seventy Only) comprising of
2,46,85,927(Two Crore Forty-Six Lakhs Eighty-Five Thousand Nine Hundred Twenty-
Seven) equity shares of ?10/- (Rupees Ten Only).

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review the Company has not made any changes in the Memorandum of
Association of the company.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review the Company has not made any changes in the Articles of
Association of the company.

DETAILS OF UTILISATION OF FUNDS & STATEMENT OF
DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations/LODR’) read with SEBI Circular
SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the company has made
disclosure on NSE in statement of Deviation/variation in utilization of funds raised through
Initial Public offer from the objects stated in the Prospectus for the year ended on March 31,
2025.

The utilization of funds raised through IPO have been mentioned hereunder:

(? in Lakhs)

There was no deviation/variation in the utilization of proceeds as mentioned in the objects
stated in the Prospectus dated 14^th September, 2023, in respect of the Initial Public Offering
of the Company.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of ? 4,33,51,69,232/- as against ?
3,05,12,41,184 in the previous year

The Company made net profit of ^13,35,54,157/- as against ?11,47,01,046/- in the previous
year in the financial statement.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this Directors’ Report.

LISTING WITH STOCK EXCHANGE

The Company has paid requisite annual listing fees to NSE Limited (NSE) where its
securities are listed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be
transferred to the IEPF established by the Central Government, upon completion of seven (7)
years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in
respect of which dividend has not been paid or claimed by the Shareholders for seven (7)
consecutive years or more shall also be transferred to the demat account created by the IEPF
Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto
which is required to be transferred to the IEPF as on the date of this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits
from the public under Section 76 read with Chapter V of the Companies Act, 2013 and rules
made thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES
COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company in terms of
Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment/ Re-Appointment

During the year under review, the company has not appointed any new director on its board.

However, the Company has appointed Mr. Madhusoodan Hariram Kalla (DIN: 06712349) as
an Additional Non-Executive (Independent) Director of the Company with effect from 05^th
April, 2025.

Mr. Madhusoodan Hariram Kalla (DIN: 06712349) has been regularized as an Independent
Director vide Special Resolution passed at the Extra Ordinary General Meeting held on 24^th
May, 2025.

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Uttamchand
Chandanmal Mehta (DIN: 00153639) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.

Your directors recommended his re-appointment on recommendation made by the
Nomination and Remuneration Committee.

Cessation

During the year under review, the Company witnessed changes in the composition of its
Board of Directors due to the cessation of two Independent Directors:

Ms. Karuna Santoshkumar Khatri, Independent Director, resigned from the position of the
Director of the Company with effect from 06^th August, 2024 due to personal reasons. The
Board places on record its sincere appreciation for the valuable guidance and contributions
made by Ms. Karuna Santoshkumar Khatri during her association with the Company.

Further, Mr. Ghanshyambhai Kishorbhai Patel, Independent Director, ceased to hold office
with effect from 24^th March, 2025 due to completion of his tenure as Independent director.
The Board expresses its gratitude for his dedicated service and insightful contribution to the
deliberations of the Board and its Committees.

The Board acknowledges the contributions made by both Directors and extends its best
wishes for their future endeavors.

Independent Directors

The following Directors are independent in terms of Section 149(6) of the Companies Act,
2013:

Mr. Sarat Chandra Pradhan
Mr. Madhusoodan Hariram Kalla

*However, Mr. Madhusoodan Hariram Kalla was appointed as Non-Executive Independent
Director of the Company with effect from 05^th April, 2025.

Company Secretary

In accordance with the provisions of Section 203 of the Companies Act, 2013 and the
applicable rules made thereunder, the Board of Directors, at its meeting held on May 17^th,
2024, appointed Ms. Sonam Pandey as the Company Secretary and Compliance Officer of the
Company with effect from the same date to fill the casual vacancy caused by the resignation
of Ms. Manmeetkaur Harshdeepsingh Bhatia (Membership No: A49747). Ms. Manmeetkaur
Harshdeepsingh Bhatia (Membership No: A49747) resigned from the position of the
company secretary and compliance officer with effect from May 15, 2024.

Ms. Sonam Pandey is a qualified Company Secretary and brings with her valuable experience
in corporate governance, secretarial compliance, and regulatory affairs. The Board welcomes
her to the Company and is confident that her expertise will be instrumental in strengthening
the Company’s compliance and governance framework.

The Key Managerial Personnel as on 31^st March, 2025:

Mr. Tushar Uttamchand Mehta - Chairman & Managing Director

Mr. Uttamchand Chandmal Mehta - Whole Time Director

Ms. MeghaTushar Mehta - Chief Financial Officer

Ms. Sonam Pandey - Company Secretary & Compliance

Officer

DECLARATIONS OF INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid
down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1) (b) of the
Listing Regulations and that they are not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgment and without any external influence. The board
of directors have taken on record the declaration and confirmation submitted by the
independent directors after undertaking due assessment of the veracity of the same and is of
the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and
that they are independent of the management.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its
knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2025,
the applicable accounting standards had been followed along with proper explanation relating
to material departures;

(b) 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 March 31, 2025 and of the
profit of the Company for that period;

(c) They 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) They have prepared the annual accounts on a going concern basis;

(e) They 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) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND
THEIR MEETINGS

The Board of Directors along with its committees provide leadership and guidance to the
Management and directs and supervises the performance of the Company, thereby enhancing
stakeholder value.

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are
protected. The Board of Mangalam Alloys Limited comprises of Executive and Non¬
Executive Directors. Independent Directors are eminent persons with proven record in
diverse areas like business, accounting, marketing, technology, finance, economics,
administration, etc. The composition of Board of Directors represents optimal mix of
professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and
diversity. Detailed profile of our directors is available on our website at
www.mangalamalloys.com

Composition of Board:

5. Mr. Madhusoodan Hariram Non-Executive Independent Director

Kalla Director

Bo a r d Meetings:

Khe Board of Directors duly met 22 times at regular intervals during the mentioned financial
naSr and in respect of which proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose. The intervening gap
between the two meetings was within the period prescribed under the Companies Act, 2013
and Listing Regulations. The dates on which meetings were held are as follows:

**During the year under review no Extra-Ordinary General Meeting was held.
Independent Directors Meetings:

In terms of the provisions of the Schedule IV of the Companies Act, 2013 and Regulation 25
(3) of the Listing Regulations, the Independent Directors of the Company shall meet at least
once in a year, without the presence of Executive Directors and members of Management.
During the financial year, the Meetings of Independent Directors was held in following
manner:

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with the requirements
of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The
board of directors has entrusted the Audit Committee with the responsibility to supervise
these processes and ensure accurate and timely disclosures that maintain the transparency,
integrity and quality of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The internal auditor reports
functionally to the Audit Committee. The Chief Financial Officer of the Company also
attends the meetings as invitee.

Ms. KarunaSantoshkumar Khatri ceased to be member of the committee during the year with
effect from 06^th August, 2024. Further Mr. Ghanshyambhai Kishorbhai Patel ceased to be
member of the Audit Committee with effect from 24^th March, 2025 and Mr. Madhusoodan
Hariram Kalla was appointed in the Committee with effect from 05^th April, 2025.

Audit Committee Meeting:

In terms of the provisions of the Regulation 18(2) (a) of the Listing Regulations, the Audit
Committee of the Company shall meet at least four times in a year and in respect of which
proper notices were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit
committee was held in following manner:

Financial Reporting and Related Processes:

? Oversight of the Company’s financial reporting process and financial information submitted
to the Stock Exchanges, regulatory authorities or the public.

? Reviewing with the Management, Audited Annual Financial Statements and Auditor’s
Report thereon before submission to the Board for approval. This would, inter alia, include
reviewing changes in the accounting policies and reasons for the same, major accounting
estimates based on exercise of judgment by the Management, significant adjustments made
in the Financial Statements and / or recommendation, if any, made by the Statutory
Auditors in this regard.

? Review the Management Discussion & Analysis of financial and operational performance.

? Discuss with the Statutory Auditors its judgment about the quality and appropriateness of
the Company‘s accounting principles with reference to the Accounting Standard (AS).

All the Members of the Audit Committee have the requisite qualification for appointment on
the Committee and possess sound knowledge of finance, accounting practices and internal
controls.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consists of majority of Independent
Directors. The Nomination and Remuneration Committee has been constituted by the Board
in compliance with the requirements of Section 178 of the Companies Act, 2013 and
Regulation 19 of the Listing Regulations. The board of directors has entrusted the
Nomination and Remuneration Committee with the responsibility to formulation of the
criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel .

Composition of Nomination and Remuneration Committee:

2025 and Mr. Madhusoodan Hariram Kalla was appointed in the Committee with effect from
05^th April, 2025.

Nomination and Remuneration Committee Meeting:

In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the
Nomination and Remuneration Committee of the Company shall meet at least once in a year
and in respect of which proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose. During the financial
year, the Meetings of Nomination and Remuneration Committee was held in following
manner:

The terms of reference of the Committee inter alia, include the following:

? Succession planning of the Board of Directors and Senior Management Employees;

? Identifying and selection of candidates for appointment as Directors / Independent Directors
based on certain laid down criteria;

? Identifying potential individuals for appointment as Key Managerial Personnel and to other
Senior Management positions;

? Formulate and review from time to time the policy for selection and appointment of
Directors, Key Managerial Personnel and senior management employees and their
remuneration;

? Review the performance of the Board of Directors and Senior Management Employees based
on certain criteria as approved by the Board.

STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee ("SRC") considers and resolves the grievances of
our shareholders, including complaints relating to non-receipt of annual report, transfer and
transmission of securities, non-receipt of dividends/interests and such other grievances as
may be raised by the security holders from time to time.

*Ms. Karuna Santoshkumar Khatri ceased to be member of the committee during the year
with effect from 06^th August, 2024. Mr. Ghanshyambhai Kishorbhai Patel ceased to be
member of the Stakeholders Relationship Committee with effect from 24^th March, 2025 and
Mr. Madhusoodan Hariram Kalla was appointed in the Committee with effect from 05^th
April, 2025.

Stakeholders’ Relationship Committee Meeting:

In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the
Stakeholders’ Relationship Committee of the Company shall meet at least once in a year and
in respect of which proper notices were given and the proceedings were properly recorded
and signed in the Minutes Book maintained for the purpose. During the financial year, the
Meetings of Stakeholders’ Relationship Committee was held in following manner:

The terms of reference of the Committee are:

? Transfer/transmission of shares/debentures and such other securities as may be issued by
the Company from time to time;

? Issue of duplicate share certificates for shares/debentures and other securities reported lost,
defaced or destroyed, as per the laid down procedure;

? Issue new certificates against subdivision of shares, renewal, split or consolidation of share
certificates / certificates relating to other securities;

? To approve and monitor dematerialization of shares / debentures / other securities and all
matters incidental or related thereto;

? To authorize the Company Secretary and Head Compliance / other Officers of the Share
Department to attend to matters relating to non-receipt of annual reports, notices, non¬
receipt of declared dividend / interest, change of address for correspondence etc. and to
monitor action taken;

? Monitoring expeditious redressal of investors / stakeholders grievances;

? All other matters incidental or related to shares, debenture.

During the year, the Company has given disclosure for Investor Complaints of last three
quarters on Stock Exchange and no complaints were received from shareholders. There are
no balance complaints. The Company had no share transfers pending as on March 31, 2025.

Ms. Sonam Pandey, Company Secretary of the Company is the Compliance Officer.

CORPORATE SOCIAL RESPONSIBILITY

The objective of the Company's Corporate Social Responsibility ('CSR') initiatives is to
improve the quality of life of communities through long-term value creation for all
stakeholders. The Company's CSR policy provides guidelines to conduct CSR activities of
the Company. The salient features of the Policy forms part of the Annual Report on CSR
activities annexed to the Board's Report as Annexure V. The Directors of the Company have
certified that CSR funds so disbursed for the projects have been utilized for the purposes and
in the manner as recommended by the CSR Committee which approved by the Board.

The Company recognizes its obligations to act responsibly, ethically and with integrity in its
dealings with employees, community, customers and the environment as a whole. At
Mangalam, we know that corporate responsibility is essential to our current and future
success as a business. The Company believes it has the greatest opportunity to drive values
through CSR initiatives in areas pertaining to Health, Education, Environmental
sustainability, Rural development and has committed to improving the quality of life in
communities in many years. The CSR Committee confirms that the implementation and
monitoring of the CSR Policy, is in compliance with CSR objectives and Policy of the
Company.

The Terms of reference of Corporate Social Responsibility Committee shall, inter-alia,
include the following:

? To formulate and recommend to the Board, a corporate social responsibility policy which
will indicate the activities to be undertaken by the Company in accordance with Schedule
VII of the Companies Act, 2013;

? To review and recommend the amount of expenditure to be incurred on the activities to be
undertaken by the Company;

? To monitor the corporate social responsibility policy of the Company from time to time;

? Any other matter as the Corporate Social Responsibility Committee may deem appropriate
after approval of the Board of Directors or as may be directed by the Board of Directors
from time to time pursuant to the provisions of Section 135 of the Companies Act and
rules in relation thereto, as amended from time to time.

The Company Secretary to the Company shall act as Secretary to the Corporate Social

Responsibility Committee.

Composition of CSR Committee

*Ms. Karuna Santoshkumar Khatri ceased to be member of the committee during the year
with effect from 06^th August, 2024. Mr. Ghanshyambhai Kishorbhai Patel ceased to be
member of the Corporate Social Responsibility Committee with effect from 24^th March, 2025
and Mr. Madhusoodan Hariram Kalla was appointed in the Committee with effect from 05^th
April, 2025.

CSR Committee Meeting

The CSR Committee of the Company shall meet at least once in a year and in respect of
which proper notices were given and the proceedings were properly recorded and signed in
the Minutes Book maintained for the purpose. During the financial year, the Meetings of CSR
Committee was held in following manner:

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board
under section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee in terms of Section 178
of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed
Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other
Employees which sets out criteria for the remuneration of Directors, Key Managerial
Personal (‘KMP’) and other employees so as to attract, retain and reward talent who will
contribute to our long-term success and thereby build value for the shareholders. The
Committee reviews and recommend to the Board of Directors about remuneration for
Directors and Key Managerial Personnel and other employee up to one level below of Key
Managerial Personnel. The Company does not pay any remuneration to the Non-Executive
Directors of the Company other than sitting fee for attending the Meetings of the Board of
Directors and Committees of the Board. Remuneration to Executive Directors is governed
under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re¬
appointment and remuneration of Directors, Key Managerial. The Nomination and
Remuneration Policy is also available on the website of the Company
www.mangalamalloys.com in the head of Policies.

For Board of Directors and Senior Management Group, the Board of Directors of the
Company has laid down a code of conduct for all the Board Members and Senior
Management Group of the Company. The main object of the Code is to set a benchmark for
the Company’s commitment to values and ethical business conduct and practices. Its purpose
is to conduct the business of the Company in accordance with its value systems, fair and
ethical practices, applicable laws, rules and regulations. Further, the Code provides for the
highest standard of professional integrity while discharging the duties and to promote and
demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed
compliance with the code of conduct for the financial year ended on March 31, 2025 as
required by Regulation 26(3) of the Listing Regulations. A declaration signed by the
Chairman & Managing Director to this effect is attached as a part of this Annual Report. The
code of conduct is also available on the website of the Company www.mangalamalloys.com.

FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 came into effect from May 15, 2015 to put in place a framework for prohibition of
insider trading in securities and to strengthen the legal framework thereof. Pursuant to
Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, the Company has formulated and adopted

? Code of Practices for Prevention of Insider Trading and

? Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair
Disclosure”) of the Company.

The Code of Practices for Prevention of Insider Trading and Procedures for Fair Disclosure
of Unpublished Price Sensitive Information is available on the website of the Company
www.mangalamalloys.com.

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of
Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to
be followed and disclosures to be made while dealing with the shares of the Company and
cautioning them on the consequence of non-compliances. The Company Secretary has been
appointed as a Compliance Officer and is responsible for monitoring adherence to the Code.
The code of conduct to regulate, monitor and report trading by insiders is also available on
the website of the Company www.mangalamalloys.com.

VIGIL MECHANISM

The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with
the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is
committed to principles of professional integrity and ethical behaviour in the conduct of its
affairs. The Whistle-blower Policy provides for adequate safeguards against victimization of
director(s) / employee(s) who avail of the mechanism and also provides for direct access to
the Chairperson of the Audit Committee to report actual or suspected unethical behaviour,
fraud or violation of the Company’s Code of Conduct/ ethics/ principles and matters specified
in the Policy.

The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism
no personnel has been denied access to the Audit Committee. The Compliance officer and
Audit Committee is mandated to receive the complaints under this policy. The Board on a
yearly basis is presented an update on the whistle blower policy. Whistle Blower policy is
available on the website of the Company at www.mangalamalloys.com.The Policy ensures
complete protection to the whistle-blower and follows a zero tolerance approach to retaliation
or unfair treatment against the whistle-blower and all others who report any concern under
this Policy.

During the year under review, the Company did not receive any complaint of any fraud,
misfeasance etc. The Company’s Whistle Blower Policy (Vigil Mechanism) has also been
amended to make employees aware of the existence of policies and procedures for inquiry in
case of leakage of Unpublished Price Sensitive Information to enable them to report on
leakages, if any of such information.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations,
the Board, in consultation with its Nomination and Remuneration Committee, has formulated
a framework containing, inter alia, the criteria for performance evaluation of the entire Board
of the Company, its Committees and individual directors, including Independent Directors.
The Board evaluated the effectiveness of its functioning, that of the Committees and of
individual Directors.

The Board sought the feedback of Directors on various parameters including:

? Degree of fulfilment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic planning,
etc.);

? Structure, composition, and role clarity of the Board and Committees;

? Extent of co-ordination and cohesiveness between the Board and its Committees;

? Effectiveness of the deliberations and process management;

? Board/Committee culture and dynamics; and

? Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting
of Nomination and Remuneration Committee, the performance of the Board, its committees,
and individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of
the Company, the resilience of the Board and the Management in navigating the Company
during challenging times, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management, and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities and
fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of
its committees and individual directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various aspects

of the Board functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations, contribution at the meetings and
otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working of
the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

? Knowledge

? Professional Conduct

? Comply Secretarial Standard issued by ICSI Duties,

? Role and functions

2. For Executive Directors:

? Performance as leader

? Evaluating Business Opportunity and analysis of Risk Reward Scenarios

? Key set investment goal

? Professional conduct and integrity

? Sharing of information with Board.

? Adherence applicable government law

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and
takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk
minimization which is periodically reviewed to ensure smooth operation and effective
management control which is also available on our website www.mangalamalloys.com. The
Audit Committee also reviews the adequacy of the risk management framework of the
Company, the key risks associated with the business and measure and steps in place to
minimize the same.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013

Your Company provides equal opportunities and is committed to creating a healthy working
environment that enables our Minds to work with equality and without fear of discrimination,
prejudice, gender bias or any form of harassment at work place. Your Company has in place
Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the

Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act,
2013 which is also available on our website www.mangalamalloys.com.

Further, your company has setup an Internal Complaint Committee (“ICC”) at the registered
office. ICC has equal representation of men and women.

The composition of internal complaint committee is as follows:

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY
BENEFIT ACT, 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit
Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment
that upholds the rights and welfare of its women employees in accordance with applicable
laws.

AUDITORS

STATUTORY AUDITORS:

M/s KPSJ & Associates LLP, Chartered Accountants (Firm Registration No.
124845W/W100209), were appointed as the Statutory Auditors of the Company at the 31^st
Annual General Meeting (AGM) held on 30^th September, 2019 for a period of five years,
which concluded in the year 2024. The shareholders, at the ensuing AGM held in 2024, re¬
appointed M/s KPSJ & Associates LLP for a further term of five years commencing from the
conclusion of the said AGM.

Subsequently, M/s KPSJ & Associates LLP tendered their resignation from the position of
Statutory Auditors of the Company with effect from 10^th February, 2025, citing other
professional commitments. Prior to their resignation, the firm duly issued:

• The Audit Report on the financial statements of the Company for the financial year
ended 31st March, 2024, dated 30^th May, 2024; and

• The Limited Review Report for the quarter and half-year ended 30^th September, 2024,
dated 14^th November, 2024.

To fill the resultant casual vacancy in the office of Statutory Auditor, the Board of Directors
appointed M/s Bhupendra J. Shah and Associates, Chartered Accountants (Firm
Registration No. 121812W), as the new Statutory Auditors of the Company with effect from
12^th April, 2025. They shall hold the office of the Statutory Auditors of the Company from
the date of casual vacancy arise to the conclusion of ensuing Annual General Meeting.

Since the tenure of M/s Bhupendra J. Shah and Associates, Chartered Accountants (Firm
Registration No. 121812W) shall going to end in the upcoming AGM, Board of Directors
recommend to appoint them for further period of five year in the Annual General Meeting.

The Company has received letter from M/s Bhupendra J. Shah and Associates, Chartered
Accountants (Firm Registration No. 121812W), to the effect that their appointments, if made
would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that
they are not disqualified for such appointment within the meaning of Section 141 of the
Companies Act, 2013. A resolution seeking shareholders’ approval for their appointment
forms a part of the Notice.

M/s Bhupendra J. Shah and Associates has audited the financial statements of the Company
for the financial year ended 31^st March, 2025 and issued the Audit Report thereon.

There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in the Audit Reports issued by them which call for any
explanation/comment from the Board of Directors.

INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013, M/s. Rathore & Associates (Firm
Registration No 132995W) has been appointed on 12^th April, 2025 as the internal auditor of
the company for the Financial Year 2024-25 and continues until resolved further. Internal
Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on
the recommendation of the Audit Committee. The Internal Auditor reports their findings on
the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope
of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the
Company has appointed M/s. G R Shah & Associates, Practicing Company Secretaries as
Secretarial Auditor of the Company for the financial year ended on March 31, 2025. The
Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2025 is
attached as Annexure -II to the Directors’ Report and forming part of this Annual Report.

The report of the Secretarial auditor have not made any adverse remarks in their Audit Report
except:

a) The Company has not submitted the correct Cash Flow Statement in the Financial Statements as
per the Regulation 33 of the SEBI (Regulations), 2015 for the half year ended on 30^th September,
2024.

Reply: The Cash Flow Statement submitted earlier for the half year ended 30^th September,
2024, was inadvertently incorrect due to a clerical error arising from the insertion of an
incorrect formula in the Excel sheet. Consequently, an erroneous Cash Flow Statement was
filed. The error has since been identified and rectified, and the revised and accurate Cash Flow
Statement, prepared in compliance with Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, has now been submitted.

b) The outcome of the Board Meeting held on 06^th August, 2024, was not submitted to the
Exchange within the prescribed timeline of thirty minutes.

Reply: The Board Meeting was held on 06^th August, 2024 for re-constitution of committees
and resignation of Independent Director which was concluded at 02:30 p.m. but outcome for
that was given at 03:47 p.m. due to technical challenges encountered by the secretarial team.

c) The Company did not submit the Financial Results to the Stock Exchange(s) within the
prescribed time limit of thirty minutes from the conclusion of the Board Meeting, as mandated
under Regulation 30 read with Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Reply: The Board Meeting was held on 14^th November, 2024 for approval of the Financial
Statements for the half year ended on 30^th September, 2024 concluded on 06:00 p.m. but
outcome for that was given on next day i.e. 15^th November, 2024 at 07:06 p.m. due to
technical challenges encountered by the secretarial team.

d) The Company has not spent the requisite amount towards its Corporate Social Responsibility
(“CSR”) obligations for the financial years 2023-24 resulting in a shortfall against the
mandated CSR expenditure. Further, the unspent amount has not been transferred to any of
the specified funds within the stipulated time frame, as prescribed under Section 135 of the
Companies Act, 2013 and the rules made thereunder.

Reply: The Company will spend the required amount as per Section 135 of the Companies
Act, 2013 in the near future.

e) The Board of Directors did not appoint a Statutory Auditor within 30 days of the resignation
of the previous auditor, as required under Section 139(8) of the Companies Act, 2013.
Furthermore, the casual vacancy caused by such resignation was not filled by the members of
the Company within 3 months from the date of recommendation by the Board, as mandated
by the said provisions.

Reply: The Board was actively evaluating prospective audit firms during this period and was
in negotiation with them to ensure the appointment of an auditor who could meet the
Company's specific audit requirements. However, this process took longer than expected,
resulting in a delay in both Board-level appointment within 30 days of resignation and
subsequent approval by the shareholders within the stipulated period.

DIRECTORS’ RESPONSE ON AUDITORS’ QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE

There is a no qualification or Disclaimer of Opinion in the Auditor’s Report on the Financial
Statements to the shareholders of the Company made by the Statutory Auditors in their
Auditor’s Report.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with Secretarial standards
and its provisions and is in compliance with the same.

ANNUAL RETURN

In accordance with Sections 134(3) (a) & 92(3) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, the annual return in
Form No. MGT-7 for the financial year 2024-25 will be available on the website of the
Company (www.mangalamalloys.com). The due date for filing annual return for the financial
year 2024-25 is within a period of sixty days from the date of annual general meeting.
Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within
prescribed time and a copy of the same shall be made available on the website of the
Company (www.mangalamalloys.com) as is required in terms of Section 92(3) of the
Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE
Limited.

Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 the compliance with the Corporate Governance provision as specified in
Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C,

D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 shall not apply.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read
with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is
annexed herewith as Annexure I.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

Details of the loans and investments covered under Section 186 of the Act are given in the
notes to the financial statement of the Company forming part of this Annual Report. The
Company has not given any guarantee and provided security under Section 186 of the
Companies Act, 2013 during the year under review.

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at
the beginning of the year were ?1, 00, 19,110/- and at the close of year was ?5, 44, 48,209/-.
The Funds has been given out of Directors own Funds and is not being given out of funds
acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All Related Party Transactions that were entered during the financial year ended on 31^st
March, 2025 were on an arm’s length basis and in the ordinary course of business and is in
compliance with the applicable provisions of the Act. There were Related Party Transactions
made by the Company during the year that required shareholders’ approval.

The Company has entered into related party transactions which fall under the scope of
Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure III of
this Director Report for the F.Y 2024-25.

Details of other related party transactions have been included in Note-26 of Significant
Account Policies to the standalone financial statements.

The Policy on the Related Party Transactions is available on the Company’s website at
www.mangalamalloys.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to
implement internal financial control across the Organization and ensure that the same are
adequate and operating effectively. To maintain the objectivity and independence of Internal
Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control
system in the Company, its compliance with the operating systems, accounting procedures
and policies of the Company. Based on the report of Internal Auditor, the Company
undertake the corrective action in their respective areas and thereby strengthen the Control.
Significant audit observation and corrective actions thereon are presented to the Audit
Committee of the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
as follows:

1. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company and percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

1. The percentage increase in the median remuneration of employees in the financial year:
7.76%

2. The number of permanent employees on the rolls of Company: 279

3. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:

4. Affirmation that the remuneration is as per the remuneration policy of the Company: The
Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top five employees in terms of remuneration drawn and
the particulars of employees 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 not applicable to the Company.

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

As required by the provisions of Section 134(3) (m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation
of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure
IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
COURTS/REGULATORS

During the year under review, there were no significant and/or material orders passed by any
Court or Regulator or Tribunal, which may impact the going concern status or the Company’s
operations in future.

INDUSTRIAL RELATION

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with circular
SEBI/HO/CFD/CMD-2/P/CIR/2021/562dated May 10, 2021, the Business Responsibility and
Sustainability Report is to be given only by top 1000 listed companies based on market
capitalization, therefore the same is not applicable to the Company as on March 31, 2024.

MAINENTANCE OF COST RECORD

Pursuant to Section 148(3) of the Act, M/s. KVM & Co., Cost Accountants, Ahmedabad had
been appointed as the Cost Auditors of the Company for FY 2025-2026 by the Board of
Directors for conducting audit of cost records maintained in respect of our business. Their
remuneration will be ratified by the Members in the ensuing Annual General Meeting.

DEMATERIALISATION

The Demat activation number allotted to the Company is INE00C401011. The company is
holding its shares in dematerialized form only.

INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at
all levels who have contributed to the growth and success of the Company. We also thank all
our clients, vendors, investors, bankers and other business associates for their continued
support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and
Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department
and all other Government Agencies for their support during the year and look forward to their
continued support in future.

PLACE: Gandhinagar By Order of the Board

DATE: 05-09-2025 For, MANGALAM ALLOYS LIMITED

Sd/- Sd/-

Uttamchand Chandanmal Mehta Tushar Uttamchand Mehta
Whole Time Director Managing Director

DIN: 00153639 DIN: 00187046

Regd. Office: -Plot No. 3123-3126,

GIDC Phase III, Chhatral, Dist. Gandhinagar,

Gujarat, India, 382729.

Website: www.mangalamalloys.com
CIN: L27109GJ1988PLC01105

1

Ms. Karuna Santoshkumar Khatri ceased to be member of the committee during the year
with effect from 06^th August, 2024. Further Mr. Ghanshyambhai Kishorbhai Patel ceased to
be member of the Nomination and Remuneration Committee with effect from 24^th March,