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Company Information

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MANGALAM ORGANICS LTD.

12 November 2026 | 12:00

Industry >> Chemicals - Organic - Others

Select Another Company

ISIN No INE370D01013 BSE Code / NSE Code 514418 / MANORG Book Value (Rs.) 380.48 Face Value 10.00
Bookclosure 14/09/2024 52Week High 635 EPS 30.07 P/E 14.90
Market Cap. 383.73 Cr. 52Week Low 356 P/BV / Div Yield (%) 1.18 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your directors have pleasure in presenting the Forty Fourth Annual Report on the performance of the Company together with the audited
financial statements for the Financial Year ('FY') ended March 31, 2026.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2026 is summarized below:

Amount in Lakhs (Rs.)

Particulars

Standalone

Consolidated

FY 2025-26

FY 2024-25

FY 2025-26

FY 2024-25

Revenue from Operations

50085.18

40984.75

62257.17

53000.90

Other Income

1659.40

203.78

474.89

33.41

Total Revenue

51744.58

41188.53

62732.05

53034.31

Profit before Depreciation and finance cost

6870.65

5010.28

9257.54

5891.31

Depreciation and Amortization expenses

2191.65

1913.23

2758.10

2081.66

Finance Cost

2556.81

2028.78

2818.84

2147.65

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

1771.59

1068.27

3330.00

1661.99

Tax expenses

400.26

292.29

754.35

402.27

Profit after Tax

1371.33

775.98

2575.65

1259.72

Other comprehensive income

-44.03

-15.99

-37.25

-9.30

Total Comprehensive Income for the Year

1327.30

759.99

2538.40

1250.42

NATURE OF BUSINESS AND FINANCIAL
PERFORMANCE

Your Company is engaged in the business of manufacturing

chemical and has Terpenes and Synthetic Resins as primary

segment, which falls under a single segment of chemicals.

Financial Performance Highlights for FY 2025-26

a) Net Sales Turnover: Our net sales turnover reached an
impressive Rs. 623 Crore, reflecting steady growth. This
compares favorably to the Rs. 530 Crore achieved in the
previous financial year.

b) Profit after Tax (PAT): Our profit after tax (PAT) improved
significantly. In FY 2025-26, we recorded a PAT of Rs. 25.76
Crore, a remarkable improvement from the PAT of Rs. 12.60
Crore in FY 2024-25.

c) Revenue Composition: Approximately 90% of our revenue
came from Terpenes Chemicals.

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

e) Material Changes and Commitments, If any, affecting the
Financial Position of the Company:

There have been no significant material orders passed by

Regulators, Courts, or Tribunals that would impact the going
concern status of the Company and its future operations.
Furthermore, there have been no material changes or
commitments that could affect the financial position of the
Company between the end of the Financial Year to which the
Financial Statements relate and the date of this report.

DIVIDEND

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

UNCLAIMED AND UNPAID DIVIDEND AND TRANSFER
OF SHARES TO IEPF

As on March 31, 2026 the unpaid equity dividend account of the
Company has a balance of Rs.12,38,616 comprising Rs.2,33,012/-,
Rs.2,45,480/-, Rs. 3,77,950/- and Rs. 3,82,174/- in respect of the
dividends for FY 2018-19, FY 2019-20, FY 2020-21 and FY 2021-22
respectively. The list of such shareholders for unpaid and unclaimed
dividend for FY 2018-19, FY 2019-20, FY 2020-21 and FY 2021-22
is placed on the Company's website
www.mangalamorganics.com.

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

the shareholders for seven consecutive years or more are required
to be transferred to Investor Education and Protection Fund in
accordance with the procedure prescribed in the Rules. In this
regard, all dividends remaining unpaid or unclaimed for a period
of seven years and also the shares in respect of which the dividend
has not been claimed by the shareholders for seven consecutive
years for FY 2017-2018, 2009-10 & 2010-11 have been transferred
to Investor Education and Protection Fund (IEPF) account on
November 02, 2018, February 15, 2019 and November 22, 2025
respectively. Members who have not yet received/ claimed their
dividend entitlements are requested to contact the Company or
the Registrar and Transfer Agents of the Company.

The shareholders who have not claimed the dividend for the FY
2018-19, the shares in respect of which will get transferred to
IEPF in October 05, 2026, hence those shareholders whose shares
along with the dividend are due for transfer to IEPF have been sent
a letter by the company and the list of those shareholders is also
placed on the website of the Company at
www.mangalamorganics.
com

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

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of
profits for FY 2025-26 in the Retained Earnings.

SHARE CAPITAL

a. Authorized Capital: The authorized share capital of the
Company as on March 31, 2026 stood at 12,00,00,000/-
(Rupees Twelve Crores only) comprising of 1,20,00,000 Equity
shares of Rs. 10/- each.

b. Paid-Up Capital: The paid-up capital of the Company as on
March 31, 2026 stood at 8,56,44,400 /- (Rupees Eight Crore
Fifty Six Lakh Forty Four Thousand Four Hundred only)
comprising of 85,64,440 shares of 10/- each.

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

a) shares with differential rights

b) sweat equity shares.

DEPOSITS

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

SUBSIDIARY/ JOINT VENTURES/ ASSOCIATES
COMPANIES

The Company has the following three subsidiary companies:

Sl.

No.

Name of the Subsidiary

Status

1.

Mangalam Brands Private

Wholly owned material

Limited

Subsidiary

2.

Mangalam Pooja Stores
Private Limited

Wholly owned Subsidiary

3.

Mangalam Speciality
Chemicals Private Limited

Wholly owned Subsidiary

In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial statements
of the subsidiary companies for the year ended March 31, 2026
in Form AOC-1 is provided as
Annexure - I to the Board's Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition

The Board of Directors comprises distinguished professionals
of proven integrity and competence, who provide strategic
direction, guidance and leadership to the Company.

As on March 31, 2026, the Board of the Company comprises
7 (Seven) Directors. Out of the said Directors, 4 (Four) are
Independent Directors including one Woman Director and 3
(Three) are Executive Directors.

None of the Directors is a Director (including any Alternate
Directorships) in more than 10 public limited companies (as
specified in section 165 of the Act) and Director in more
than 7 listed entities or acts as an Independent Director in
more than 7 listed entities or 3 listed entities in case he/
she serves as a Whole-time Director/Managing Director in
any listed entity (as specified in Regulation 17A of the SEBI
(LODR) Regulations, 2015). Further, none of the Directors
on the Board is a Member of more than 10 Committees
and Chairperson of more than 5 Committees (as specified in
Regulation 26 of the SEBI (LODR) Regulations, 2015), across
all the Indian public limited companies in which he/ she is a
Director and the Board Composition is also in compliance with
Section 149 of the Companies Act, 2013.

b. Appointment / Re-appointment / Resignation:

I. Appointment/Re-appointment of a Director Retiring by
Rotation:

In accordance with the provisions of Section 152(6) of
the Companies Act, 2013, Mr. Kamalkumar Dujodwala
(DIN:00546281) is liable to retire by rotation at the
ensuing Annual General Meeting and, being eligible, has
offered himself for re-appointment. The proposal for his
re-appointment is included in the Notice of the Annual
General Meeting.

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

c. Disqualification & Compliance Status of Directors:

During the year under review none of the Directors of the
Company are disqualified from being appointed as Directors
as specified under Section 164(1) and 164(2) of the Act
read with Rule 14(1) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 or are debarred or
disqualified by the Securities and Exchange Board of India
("SEBI"), Ministry of Corporate Affairs ("MCA") or any other
such statutory authority.

All members of the Board and the Senior Management
Personnel have affirmed compliance with the Code of
Conduct for Board and Senior Management Personnel for the
financial year 2025-2026 and the Non-Executive Directors of
the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees.

The Company has obtained the certificate from the reputed
Practicing Company Secretary stating that none of the
Directors on the Board of the Company have been debarred
or disqualified from being appointed and/or continuing
as Directors by the SEBI/MCA or any other such statutory
authority for the Financial year ended March 31, 2026. The
same is forming part of Corporate Governance Report, which
forms part of this Annual Report.

d. Declaration by Independent Directors:

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

They meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1) (b) & Regulation 17(10) of SEBI Listing Regulations, as
amended from time to time read with Schedule IV and Rules
issued thereunder, and the Listing Regulations. There has
been no change in the circumstances affecting their status as
Independent Directors of the Company.

They have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act. The Board is of the
opinion that the Independent Directors of the Company hold
highest standards of integrity and possess requisite expertise
and experience required to fulfil their duties as Independent
Directors.

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

e. Familiarization Programme for Independent Directors:

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing
Regulations read with Schedule IV of the Act, the Company
has in place a Familiarization Program for its Independent
Directors to acquaint them with the Company, their roles
and responsibilities, the business model, operational aspects
and governance framework of the Company. Through this
program, the Independent Directors are provided with
relevant information and insights to enable them to gain a
comprehensive understanding of the Company's business and
to contribute effectively to the Board and its Committees.

The familiarization sessions are conducted through
presentations, briefings and interactions with senior
management, as and when required. Details of the
Familiarization Program for Independent Directors are also
disclosed on the Company's website and the Weblink of
the same is as:
https://shorturl.at/0Bh3J for details of the
Familiarization program conducted, kindly refer Corporate
Governance Report which forms part of this Annual Report.

f. Annual Evaluation of Directors, Committee and Board:

During the year under review the Nomination and
Remuneration Committee laid down the evaluation criteria
for performance evaluation of the Board and accordingly
the Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI Listing
Regulations. The performance evaluation was conducted
through a structured questionnaire circulated to all Directors,
based on the evaluation framework approved by the Board.
The evaluation process also took into consideration the
Guidance Note on Board Evaluation issued by SEBI, with a
view to assessing the effectiveness of the Board's functioning,
governance practices, and the contribution of individual
Directors.

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

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

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

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

The Company's policy on appointment of Directors is available
on the Company's website at
https://shorturl.at/kU9ut

h. Key Managerial Personnel:

In accordance with the provisions of Section 2(51) and Section
203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
including any statutory modification(s) or re-enactment(s)
thereof for the time being in force, the following are the KMPs
of the Company as on the date of this Report:-

1. Mr. Kamalkumar Dujodwala, Chairman and Executive
Director

2. Mr. Pannkaj Dujodwala, Managing Director

3. Mr. Sanjay Bhardwaj, Chief Executive Officer

4. @ Mr. Shrirang V. Rajule, Chief Financial Officer
$ Mr. Manoj Mhapadi, Chief Financial Officer

5. Ms. Charmi Shah, Company Secretary & Compliance
Officer

6. Mr. Akshay Dujodwala, Chief Strategic Officer

@ Retired w.e.f., June 30, 2026
$ Appointed, w.e.f. July 01, 2026

Mr. Shrirang V. Rajule, Chief Financial Officer ("CFO") and
Key Managerial Personnel of the Company, retired from the
services of the Company with effect from the close of business
hours on June 30, 2026, upon attaining the age of 67 years.
The Board and Management place on record their sincere
appreciation for his valuable contribution, dedicated service
and commitment to the Company during his long association
and wish him good health and success in his future endeavors.

Based on the recommendations of the Nomination and
Remuneration Committee and the Audit Committee, the
Board approved the appointment of Mr. Manoj Mhapadi as
Chief Financial Officer and Key Managerial Personnel of the
Company with effect from July 01, 2026.

MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from
time to time, the Company is required to maintain Cost Records
under Rule 3 of the said Rules. Accordingly, the Company has duly
maintained the Cost Records in the format prescribed under Rule
5 of the said Rules.

DISCLOSURES RELATED TO BOARD, COMMITTEES
AND POLICIES

Board Meetings

The Board of Directors met 07 (Seven) times during the financial
year ended March 31, 2026. The Board has met at least once in
every Calendar Quarter and the gap between two consecutive
Meetings did not exceed one hundred and twenty days. These
Meetings were well attended by the Directors. There was requisite
quorum present in all the Meetings of the Board held during the
FY 2025-26. The details of the Board meetings and the attendance
of Directors thereat are provided in the Corporate Governance
Report forming part of the Annual Report.

Director's Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation
to the audited financial statements of the Company for the year
ended March 31, 2026, the Board of Directors hereby confirms
that:

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

b) such accounting policies have been selected and applied
consistently and the Directors made judgments and estimates
that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as of March 31,
2026 and of the profits of the Company for the year ended on
that date;

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

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

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

f) proper systems have been devised to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively throughout the
financial year ended 31 March, 2026.

Based on the framework of internal financial controls and
compliance systems established and maintained by the Company,
the work performed by the internal, statutory and secretarial
auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors
and the reviews performed by management and the relevant
board committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were
adequate and effective during FY 2025-26.

Committees of the Board

The Company has constituted the following 4 (Four) Committees,
which have been established in compliance with requirements of
Business and relevant provisions of applicable Laws:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

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

AUDITORS

I. STATUTORY AUDITORS AND AUDITOR'S REPORT

M/s. NGST & Associates, Chartered Accountants, Mumbai
(Firm Registration No. 135159W) (Peer Review Certificate
No. 017853), were appointed as the Statutory Auditors of
the Company at the 34th Annual General Meeting held on
September 30, 2016, to hold office for a term of five consecutive
years from the conclusion of the said Annual General Meeting
until the conclusion of the 39th Annual General Meeting held
on September 29, 2021. Thereafter, they were re-appointed
by the Members at the 39th Annual General Meeting held on
September 29, 2021, for a second term of five consecutive
years, to hold office from the conclusion of the said Annual
General Meeting until the conclusion of the 44th Annual
General Meeting of the Company to be held in the year 2026.

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and based on the recommendation of the
Audit Committee, the Board of Directors, consequent to
the completion of the permissible tenure of M/s. NGST
& Associates, Chartered Accountants, has approved
the appointment of
M/s. JMT & Associates, Chartered
Accountants, Mumbai (Firm Registration No. 104167W) Peer
Review Certificate No. 016481, as the Statutory Auditors of the
Company for a term of five consecutive years, commencing
from the conclusion of the 44th Annual General Meeting to
be held on September 24, 2026 until the conclusion of the
49th Annual General Meeting of the Company to be held in
the year 2031, subject to the approval of the Members at the
ensuing Annual General Meeting.

The Company has received the written consent and
eligibility certificate from
M/s. JMT & Associates, Chartered
Accountants, confirming their willingness to act as the Statutory
Auditors of the Company. They have further confirmed that
their appointment, if made, shall be in accordance with the
provisions of Sections 139 and 141 of the Companies Act,
2013 and that they satisfy the criteria prescribed under the
Companies Act, 2013 and are not disqualified from being
appointed as the Statutory Auditors of the Company.

Accordingly, resolution seeking approval of appointment by

the members is listed as Item No. 8 of the AGM Notice as
Ordinary Resolution.

Further, the report of the Statutory Auditors along with
notes to Schedules for the year ended 31st March, 2026 is
a part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the
Auditors in their Report.

II. COST AUDITORS:

The Board of Directors, based on recommendation of the
Audit Committee has appointed M/s. NKJ & Associates,
Cost Accountants in practice, to audit the cost accounts
of the Company for the FY 2026-27. In terms of Rule 14
of the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditor is required to be
ratified by the shareholders. Accordingly, a resolution seeking
ratification by the members for the remuneration is listed as
Item No. 3 of the AGM Notice as Ordinary Resolution.

III. SECRETARIAL AUDITORS AND AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. During the year
under review, the Members approved the appointment of
M/s. Yogesh Sharma & Co., Practicing Company Secretary to
undertake the Secretarial Audit of the Company for a term
of 5 Years from the conclusion of the 43rd Annual General
Meeting held on 16th September, 2025 until the conclusion
of the 48th Annual General Meeting to be held in the year
2030.

As required under provisions of Section 204 of the Companies
Act, 2013, the report in respect of the Secretarial Audit carried
out by M/s. Yogesh Sharma & Co., Company Secretaries, in
Form MR-3 for the Financial year ended March, 2026 forms
part of this report. The said report does not contain any
adverse observation or qualification or modified opinion
requiring explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.

Compliance with Secretarial Standards

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

Corporate Social Responsibility

Pursuant to the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014. In the financial year 2025-26, the Company
earned a profit of Rs. 10,68,27,000 as computed under Section 198
of the Companies Act, 2013. However, upon computation of the
average net profits of the Company for the immediately preceding
three financial years by the CSR committee. It was noted that
the average net profit calculated for the said period resulted in a

negative amount and accordingly, the prescribed CSR expenditure
being 2% of such average net profits also amounted to Nil.
Accordingly, the provisions relating to CSR are not applicable to
the Company for the financial year 2025-26. Therefore, no amount
is required to be spent towards CSR activities for the Financial Year
2025-26.

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

The CSR policy is available on:

https://shorturl.at/jcF7i

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE REPORT

The Company has complied with the Corporate Governance
requirements under the Act and as stipulated under the Listing
Regulations. A report on the Corporate Governance along with the
certificate from the statutory auditors is separately given in this
Annual Report.

CREDIT RATINGS

As on March 31, 2026, the Company had the following credit
ratings assigned by CRISIL Ratings Limited to the Company's bank
facilities aggregating to
Rs. 397 Crore:

Long-Term Bank Facilities: CRISIL BBB / Watch Developing
(Continues on 'Rating Watch with Developing Implications')

Short-Term Bank Facilities: CRISIL A2 / Watch Developing
(Continues on 'Rating Watch with Developing Implications')

After the close of the financial year, CRISIL Ratings Limited, vide
its rating letter dated
July 1, 2026, updated and reaffirmed the
Company's credit ratings as follows:

Long-Term Bank Facilities: CRISIL BBB / Stable (reviewed and
reaffirmed the credit ratings and removed the ratings from 'Rating
Watch with Developing Implications')

Short-Term Bank Facilities: CRISIL A2 (reviewed and reaffirmed
the credit ratings and removed the ratings from 'Rating Watch with
Developing Implications')

DISCLOSURES UNDER SECTION 134(3)(l) OF THE
COMPANIES ACT, 2013
RISK MANAGEMENT & INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature
of the Company's business and size and complexity of its operations
are in place and have been operating satisfactorily. Internal

control systems comprising policies and procedures are designed
to ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance with
policies, procedures, applicable laws and regulations and that all
assets and resources are acquired economically, used efficiently
and adequately protected.

DISCLOSURE OF ORDERS PASSED BY REGULATORS
OR COURTS OR TRIBUNAL

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions entered into by the Company during
the year under review were in the ordinary course of business
and conducted on an arm's length basis, in compliance with the
applicable provisions of the Companies Act, 2013 ("the Act").

The Audit Committee has reviewed and approved all related
party transactions, ensuring adherence to the Company's Policy
on Related Party Transactions and the criteria for determining
materiality. There were no materially significant transactions
with related parties that could have a potential conflict with the
interests of the Company at large.

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

https://shorturl.at/x8d97

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

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments given/
made during the financial year under review and governed by the
provisions of Section 186 of the Companies Act, 2013 has been
furnished in financial statements as on March 31, 2026, which
forms part of this Integrated Annual Report.

Fraud Reporting

There are no instances of fraud reported by the Auditors under
Section 143(12) during the Financial Year ended March 31, 2026.

Particulars of Employees and Remuneration

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

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

Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the draft of the Annual Return as on March 31, 2026 is available
on the Company's
https://tinyurl.com/2cu8ukpz

OTHER DISCLOSURES

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

Vigil Mechanism for the Directors and Employees

The Vigil Mechanism as envisaged in the Act, read with the Rules
prescribed thereunder, and the SEBI (LODR) Regulations, 2015
is implemented through the Company's Whistle Blower Policy.
On the recommendation of the Audit committee, the Board
of Directors of the Company has framed the "Whistle Blower
Policy" as the vigil mechanism for Directors and employees of the
Company. It enables the Directors, employees and all stakeholders
of the Company to report genuine concerns (about unethical
behaviour, actual or suspected fraud, or violation of the Code) and
provides for adequate safeguards against victimisation of persons
who use such mechanism and makes provision for direct access
to the Chairman of the Audit Committee. The functioning of the
Vigil Mechanism is reviewed by the Audit Committee from time
to time.

The Whistle Blower Policy is placed on the website of the Company
at
https://rb.gy/pso5f8

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

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

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

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

(iii) approve and recommend compensation packages and
policies for Directors and Senior Management;

(iv) lay down the process for the effective manner of performance
evaluation of the Board, its Committees and the Directors.

The Company has in place a Nomination and Remuneration Policy
for the Directors, KMP and senior employees pursuant to the
provisions of the Act and the SEBI Listing Regulations which is
placed on the website of the Company at
http://tinv.cc/ogr8101

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

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

Service of documents through electronic means

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

Further, a letter providing the web-link, for accessing the notice
of the AGM and Integrated Annual Report for the FY 2025-26 will
be sent to those shareholders who have not registered their email
address. In case any member who is desirous of obtaining the
physical copy of the Integrated Annual Report and Notice of the
AGM of the company, may write a request to the company at
cs@
mangalamorganics.com
mentioning their DPID and Client ID/ Folio
Number.

Policy on Prevention of Sexual Harassment at Workplace

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

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

Internal Complaints Committee

Internal Complaints Committees have been constituted to redress
complaints of sexual harassment and the Company has complied
with the provisions relating to the constitution of Internal
Committee under the POSH Act. The Company is strongly opposed
to sexual harassment and employees are made aware about the
consequences of such acts and about the constitution of the said
Committee. The Internal Complaints Committee of the Company
as required under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 exists for both
Factory and Administrative Office of the Company. During the year
under review, no complaints were received.

During the financial year, the Company conducted a sensitization
training for employees on the Prevention of Sexual Harassment
(POSH) at Workplace for its employees. The programme focused
on sensitising employees about the provisions of the POSH
Act, 2013, promoting respectful workplace behaviour, creating
awareness regarding the complaint redressal mechanism, and
highlighting the roles and responsibilities of employees.

Complaints received under POSH

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

a)

Number of complaints of sexual harassment received in
the year

NIL

b)

Number of complaints disposed off during the year

NIL

c)

Number of cases pending for more than 90 days

NIL

Compliance with the provision of Maternity Benefit Act, 1961

The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961 and has policies, systems and processes in place
to ensure ongoing compliance.

SAFETY, ENVIRONMENTAL CONTROL AND
PROTECTION

The Company is conscious of the importance of environmentally
friendly and safe operations. The Company's policy requires
conduct of operations in such a manner so as to ensure safety
of all concerned, compliance of environmental regulations and
preservation of natural resources. The plant of the Company at
Village Kumbhivali, Savroli Kharpada Road, Khalapur, Raigad,
Maharashtra - 410202 is in full compliance with the laws,
regulations and requirements stipulated by the concerned
Pollution Control Board.

GENERAL:

Your directors state that:-

1) The Company has not issued any shares with differential
voting rights as per the Act.

2) The Company has not issued any sweat equity shares under
the Act.

3) There were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a
scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules,
2014.

4) There are no applications made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the Financial Year.

5) The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof,
is not applicable.

ACKNOWLEDGMENTS AND APPRECIATION

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

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

For and on behalf of the Board of Directors

Sd/-

Kamalkumar Dujodwala

Chairman

DIN: 00546281

Place: Mumbai
Date: July 28, 2026