20.1 Rights, Preferences and Restrictions Attached to Equity Shares:

The Company has one class of equity shares having a par value of Rs. 1/- each. each shareholder is eligible for one vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing annual general meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their share holding.

20.2 During the year ended 31st March 2024, pursuant to excercise by warrant holder of 11,25,000 convertible warrants the company has made allotment of 56,25,000 equity shares having face value of Rs. 2/- each fully paidup for cash at a price of Rs. 10.40/- per equity share (including share premium of Rs. 8.40/- per equity share) aggregating to Rs. 112.50 Lakhs (Face Value) & Rs. 472.50 Lakhs (Share Premium). the aforementioned equity shares were allotted on 18th April 2023. the aforesaid equity shares allotted on conversion of warrants, shall rank pari passu, in all respects with the existing equity shares.

20.3 The Committee of Directors (Rights Issue) at its meeting held on 02nd February, 2024, has inter alia considered and approved the rights issue of 2,05,97,225 fully paid-up Equity Shares of Rights issue price of Rs. 20 per equity share (including a premium of Rs. 18 per Equity Share) on Rights basis to the eligible equity shareholders in the ratio of 1 rights equity shares for every 7 equity shares held by the eligible equity shareholder for amount aggregating up to Rs. 4,119.45 Lakhs. Out of the aforesaid issue, 2,05,97,225 equity shares were allotted by the Company on 14th June, 2024.

20.4 The shareholders of the Company in their meeting held on 16th February 2025, approved sub-division/ split of 1 (one) equity share of Rs. 2/- each into 2 (two) equity shares of Rs. 1/- each fully paid up. The effective date for sub division of Equity shares was 4th March 2025. Consequently the split of equity shares is been effected from 4th March 2025.

(a) The Company has issued 37,50,000 convertible equity warrants on 22nd November 2021 at an issue price of Rs. 52/- per warrant on preferential basis to the promoters and person belonging to Promoters' Group on receipt of the subscription money Rs. 487.50 Lakhs being 25% of the issue price. Such warrants are convertible into equivalent number of fully paid up equity shares of face value of Rs.10/- at a premium of Rs. 42/- each, at an option of the warrant holders, at any time, in one or more tranches, within 18 Months from the date of issue of warrants on the payment of balance 75% amount due on warrants.

(b) During the year ended 31st March 2022, on receipt of Rs. 365.63 Lakhs being 75% of the issue price due on warrants from one warrant holder, the company had converted 9,37,500 convertible warrants and allotted equivalent number of equity shares on 22nd March 2022.

(c) During the year ended 31st March 2023, on receipt of Rs. 658.13 Lakhs being 75% of the issue price due on warrants from three warrant holders, the company has converted 16,87,500 convertible warrants and allotted 5 equity shares per warrant (post sub-division/ split of 1 (one) equity share into 5 (five) equity shares) on 5th November 2022.

(d) During the year ended 31st March 2023, on receipt of Rs. 438.75 Lakhs against due on warrants from three warrant holders, the company has converted 11,25,000 convertible warrants and allotted 5 equity shares per warrant (post sub-division/ split of 1 (one) equity share into 5 (five) equity shares) on 18th April 2023.

26.1 SBI, HDFC Bank, PNB, & Canara Bank have sanctioned working capital facilities (including GECL/WCTL Refer Note No. 22) of Rs. 19,430 Lakhs (reduced from Rs. 19,548 Lakhs) to the company under consortium banking arrangement (SBI consortium) wherein SBI is a lead bank (Total credit limit Rs.19,430 Lakhs), as per details given below:

(i) State Bank of India sanctioned limit of Rs. 5,200 Lakhs (Fund based limit of Rs. 5,000 Lakhs and Non - Fund based Limit of Rs. 200 Lakhs).

(ii) Punjab National Bank Sanctioned Limit of Rs. 4,539 Lakhs (reduced from Rs. 4557 Lakhs) (Fund based limit of Rs. 4,539 Lakhs)

(iii) HDFC Bank Limited sanctioned limit of Rs. 5,191 Lakhs (Fund based Limit of Rs. 5,191 Lakhs)

(iv) Canara bank sanctioned limit of Rs. 4,500 Lakhs (Fund based limit of Rs. 4,500 Lakhs)

SBI consortium has appointed PNB Investment Services Limited as "Security Trustee".

Working capital facilities are secured by Pari passu first charge by way of hypothecation over entire current assets of the

Company and Pari passu second charge by way of Hypothecation of proposed Plant & machinery to be procured out of Term Loan granted by SBI. (Refer Note No. 26.2)

Working capital facilities granted by SBI Consortium are secured by collateral securities. (Refer Note No. 26.3)

26.2 Working capital facilities granted by SBI consortium Rs. 19,430 Lakhs:

Charge in favor of PNB Investment Services Limited of Rs. 19,430 Lakhs.

Pari passu first charge by way of hypothecation over entire current assets (present & Future, except mentioned below) of the Company including Raw Material, Stock in Process, Stock in Transit, Finished Foods, Stores, Spares & Receivables etc., kept at all owned/leased factory premises of the company or at any other place and Pari passu second charge by way of Hypothecation of proposed Plant & machinery to be procured out of Term Loan granted by SBI.

26.3 Collateral Securities for both Working capital facilities of Rs. 19,430 Lakhs granted by SBI Consortium.

As per sanction terms, charge on following collateral securities to be created:

1 Pari Passu 1st charge by way of Equitable Mortgage over factory land and Building at Block/Survey No. 155 paiki admeasuring about 13873 sq. mtrs of Khata No 447 (Old Account no. 350 admeasuring about 6791 sq. mtrs and Account no. 349 admeasuring about 7082 sq. mtrs) along with construction of factory building standing thereon of Mouje: Lodariyal, Taluka: Sanand, District: Ahmedabad in the name of Mangalam Global Enterprise Limited.

2 Pari Passu 1st charge by way of Equitable Mortgage over immovable property being residential Plot/Unit No. 17, admeasuring about 428 sq.mtr., along with rights to use common roads and common plots in the scheme known as "ORCHID GREENS", situated upon non-agricultural land bearing amalgamated Block No. 78 of mouje: Sanathal, Taluka: Sanand, District: Ahmedabad in the name of Mangalam Global Enterprise Limited.

3 Pari Passu 1st charge by way of Equitable Mortgage over immovable property being residential Bungalow at Sub -plot No. 31, admeasuring about 451 sq.mts., together with construction standing thereon in the Samast Brahmkshatriya Cooperative Housing Society Limited situated upon non-agricultural land bearing final Plot No. 98 in the Town Planning Scheme No. 22 of mouje: Paldi, Taluka: Sabarmati, District: Ahmedabad in the name of Mangalam Global Enterprise Limited.

4 Pari Passu 1st charge by way of Equitable Mortgage over immovable property being Commercial Office No. 201 on second floor, admeasuring about 502.51 sq.mts., together with undivided share admeasuring about 158 sq.mts., and having rights in the common facilities and amenities in the scheme known as "SETU COMPLEX" of Setu (commercial) non-trading Association, situated upon the non-agricultural land bearing Final Plot No. 324/3, in the Town Planning Scheme No. 3 being allotted City Survey No. 2984, of mouje: Changispur, Taluka: Sabarmati, District: Ahmedabad in the name of Mangalam Global Enterprise Limited

5 Pari Passu 1st charge by way of Equitable Mortgage over immovable property being Sub -Plot No. C-4-B (as per approved plan Sub plot No. 3-4-B), admeasuring about 5400 sq.mts., together with construction standing thereon situated upon non - agricultural land bearing Survey Nos. (i) 943/2 (Revenue Account No. 1208) (Old Survey No. 242), admeasuring about 2256 sq.mtr., and (ii) 944/2 (Revenue Account No. 3144) (old Survey No. 243), admeasuring about 3144 sq.mtr., total admeasuring about 5400 sq.mts., known as "Prathana Upvan", of Prathana Co-operative Housing Society Limited at mouje: Manipur, Taluka: Sanand, District: Ahmedabad in the name of Mangalam Global Enterprise Limited and Specific Worldwide LLP

6 Pari Passu 1st charge by way of Equitable Mortgage over non- agricultural bearing Survey/Block No. 1025/3, admeasuring about 40266 sq.mts., paiki northern side admeasuring about 22461 sq.mts., (amalgamation of old Survey Nos. 1025/ 3, admeasuring about 3642 sq.mts., 1034/1, admeasuring about 8093 sq.mts., 1035/1 2 3, admeasuring about 22469 sq.mts., 1036/3, admeasuring about 6070 sq.mts.) together with construction standing thereon of mouje & Taluka: Kapadwanj, District: Kheda

7 Pari Passu 1st charge by way of Equitable Mortgage over Sub -Plot No. 6, admeasuring about 4289.20 sq.mts., together with construction standing thereto in the "Kapdwanj Industrial Estate" of Gujarat Industrial Development Corporation situated upon non-agricultural lad bearing Survey Nos. 1035/P and 1039/P of mouje & Taluka: Kapadwanj, District: Kheda

8 Lien and pari passu 1st charge over FD of Rs. 200 Lakhs in the name of Mangalam Global Enterprise Limited

9 Lien and pari passu 1st charge over FD of Rs. 134 Lakhs in the name of Mangalam Global Enterprise Limited

10 Lien and pari passu 1st charge over FD of Rs. 186 Lakhs in the name of Mangalam Global Enterprise Limited

11 Pari passu first charge by way of hypothecation of Existing Plant & Machinery of Kapadwanj Plant acquired by MGEL through NCLT order

12 Pari passu first charge by way of hypothecation of Plant & Machinery at Block/Survey No. 155/paiki of Khata No. 447 of Village Lodariyal, Taluka Sanand District Ahmedabad

26.4 The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts and borrowing terms except incase of quarter ended 31-Mar-2025 as the Company has filed statement of different date.

30.1 The Company participates in various supply chain finance programs under which participating suppliers may voluntarily elect to sell some or all of their Company receivables to third-party financial institutions. Supplier participation in the programs is solely up to the supplier, and participating suppliers enter their arrangements directly with the financial institutions. The Company and its suppliers agree on the contractual terms for the goods and services it procure, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in these programs. The suppliers' voluntary inclusion of invoices in these programs has no bearing on our payment terms. Further, the company has no economic interest in a supplier's decision to participate in these programs. As at 31-Mar-2025 and 31-Mar-2024, confirmed supplier invoices that are outstanding and subject to the third-party programs included in accounts payable on the balance sheets were Rs. 6,883.40 Lakhs and Rs. 5,118.82 Lakhs, respectively. The Company do not believe that future changes in the availability of supply chain financing will have a significant impact on the Company's liquidity.

The Company has the following post-employment benefit plans:

B. Defined Contribution Plans :

Gratuity (Unfunded) :

(iii) Risks associated to the defined benefit plan of Gratuity:

(a) Investment / Interest Risk:

The present value of defined benefit plan liability is calculated using discount rate determined with refence to market yield on government bonds denominated in Indian rupees. A decrease in the bond interest rate will increase the plan liability.

(b) Longevity Risk:

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of the plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

(c) Salary Risk:

The present value of the defined benefit plan liability is calculated by reference to the future salaries of the plan participants. as such, an increase in the salary of the plan participants will increase the plan's liability.

(d) Legislative Risk:

Risks of increase in the plan liabilities or reduction in plan assets due to change in legislation.

# Subsequent to the approval of the Resolution Plan, the Income tax department has initiated reassessment proceedings for Assessment Year 2019-20 under section 147/ 148 of the Income Tax Act, 1961 in the name of HMIPL. The company has challenged the action of the income tax department by way of special civil application before the Hon'ble Gujarat High Court seeking to quash the said action and has also requested for an ad interim relief to stay the proceedings till the disposal of the company's petition. The company has been advised that the action of the income tax authorities is not in accordance with the law.

@ The Company has received notice from Advantage Oil Private Limited related to on account of compensation for early termination of bundi plant lease demanding of Rs. 458.27 Lakhs as a due as on 19-10-2023, which are not payable as per opinion of the management of the company.

A Show cause notice is issued by GST Department with respect to GST audit under section 65 of CGST Act, 2017 for the period 01.04.2020 to 31.03.2023 against which reply has been submitted by the company. However, no order has yet been passed confirming any liability. Management is of the view that the action of the tax authorities is not in accordance with the law.

A Demand notice under section 156 of the Income Tax Act, 1961 to the tune of Rs. 25,047.53 Lakhs for the assessment year 2018-19 is received on 4th April, 2025 from Income tax department by the company in the name of HMIPL, which is also challenged before Hon'ble NCLT Ahmedabad. Management is of the view that the action of the income tax authorities is not in accordance with the law.

It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on the receipt of the judgements/decisions pending with various forums/authorities.

The Company does not expect any reimbursements in respect of the above contingent liabilities.

The Company has evaluated the impact of Supreme Court ("SC") judgement dated February 28, 2019 in the case of Regional Provident Fund Commissioner (II) West Bengal v/s Vivekananda Vidyamandir and Others, in relation to exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to Provident Fund ("PF") under the Employees' Provident Fund & Miscellaneous Provisions Act, 1952. There are interpretation issues relating to the said SC judgement. Based on such evaluation, management has concluded that effect of the aforesaid judgement on the Company is not material and accordingly, no provision has been made in the financial statements.

Note - 46 - Operating Segment Information:

(a) The company has identified "Agro Based Commodities" viz Edible / Non-Edible Oil / Seeds and its Derivatives, Cotton / Cotton Ginning, Rice, Wheat and Other Agro Commodities, which have similar risks and returns, as its sole primary business segment, accordingly, there are no separate reportable segment.

(b) Geographical Information

The geographical information analyses the Company's revenues and Non - Current Assets by the company's country of domicile (i.e., India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of customers and segment assets have been based on the geographical location of assets.

Note - 47:

Forensic audit with regard to the financial statement of the Company for the FY 2019-20, FY 2020-21 and FY 2021-22 in context with the disclosure of financial information and the business transactions initiated by SEBI. Based on the report submitted by the forensic auditor, SEBI has issued show cause notice to the company. In response to the show ccause notice the company is in process to comply with the same and has filed a preliminary response along with the settlement application with the SEBI in March, 2025.

The promoter & promotor group of the company i.e. Vipin Prakash Mangal, Chanakya Prakash Mangal, Rashmi Mangal & Mangalam Worldwide Limited, have informed the Company that on 03rd February, 2025, they have received a Show Cause Notice ("SCN") in the matter of Mangalam Global Enterprise Limited dated 29th January, 2025, issued under Sections 11(1), 11(4), 11(4A), 11B(1) and 11B(2) of the Securities and Exchange Board of India Act, 1992 ("SEBI Act") by SEBI, alleging violation, inter-alia, of provisions of Section 12A (d) and (e) of SEBI Act read with Regulation 3(a), (b), (c), (d), 4(1), 4(2) (a) (d) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 ("PFUTP Regulations"). The Promoters of the company is in process to comply with the same and has filed a preliminary response along with the settlement application with the SEBI in March, 2025, the final outcome of the same is awaited. Since the Company is not a party to this SCN in respect of the above mentioned provisions, there will not be any financial implications of this SCN on the Company.

Key Managerial Personnel who are under the employment of the Company and entitled to post employment benefits and other long term employee benefits recognised as per Ind AS 19 -'Employee Benefits' in the Standalone Financial Statements. As these employee benefits are lump sum amounts provided on the basis of actuarial valuation, the same is not included above.

F. All Related Party transactions entered during the year were in ordinary course of business and are on arm's length basis and no amount has been recognised as bad or doubtful in respect of transactions with the Related Parites.

Note - 50 - Corporate Social Responsibility ('CSR') Expenses:

Based on the guidance note on accounting for expenditure on corporate social responsibility activities (CSR) issued by the institute of chartered accountants of India and Section 135 of the Companies Act, 2013, read with rules made thereunder, expenditure incurred by the Company on CSR activities is as follows:

Note - 52 - Financial Instruments:

The Company's financial liabilities mainly comprise the loans and borrowings in foreign as well as domestic currency, money related to capital expenditures, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's financial assets comprise mainly of investments, security deposits, cash and cash equivalents, other balances with banks, trade and other receivables that derive directly from its business operations.

The Company is exposed to the Market Risk, Credit Risk and Liquidity Risk from its financial instruments.

The Management of the Company has implemented a risk management system which is monitored by the Board of Directors of the Company. The general conditions for compliance with the requirements for proper and future-oriented risk management within the Company are set out in the risk management principles. These principles aim at encouraging all members of staff to responsibly deal with risks as well as supporting a sustained process to improve risk awareness. The guidelines on risk management specify risk management processes, compulsory limitations, and the application of financial instruments. The risk management system aims to identify, assess, mitigate the risks in order to minimize the potential adverse effect on the Company's financial performance.

The following disclosures summarize the Company's exposure to the financial risks and the information regarding use of derivatives employed to manage the exposures to such risks. Quantitative Sensitivity Analysis has been provided to reflect the impact of reasonably possible changes in market rate on financial results, cash flows and financial positions of the Company.

* Investment in subsidiaries are measured at cost as per Ind AS 27, "Separate financial statements", and hence not presented here.

@ Fair value of financial assets and liabilities measured at amortized cost approximates their respective carrying values as the management has assessed that there is no significant movement in factor such as discount rates, interest rates, credit risk. The fair values are assessed by the management using Level 3 inputs.

# The financial instruments measured at FVTPL represents current investments and derivative assets having been valued using level 2 valuation hierarchy.

Fair Value Hierarchy

The fair value of financial instruments as referred to in note below has been classified into three categories depending on the

inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical

assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3 measurements].

The Categories used are as follows:

Level 1: Quoted prices for identical instruments in an active market

Level 2: Directly (i.e. as prices) or indirectly (i.e. derived from prices) observable market inputs, other than Level 1 inputs; and

Level 3: Inputs which are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a net asset value or valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

B. Market Risk

Market Risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market Risk comprises three types of Risk: "Interest Rate Risk, Currency Risk and Other Price Risk". Financial instrument affected by the Market Risk includes loans and borrowings in foreign as well as domestic currency, retention money related to capital expenditures, trade and other payables.

(a) Interest Rate Risk

Interest Rate Risk is the risk that fair value or future cash outflows of a financial instrument will fluctuate because of changes in market interest rates. An upward movement in the interest rate would adversely affect the borrowing cost of the Company. The Company is exposed to long term and short - term borrowings. The Company manages interest rate risk by monitoring its mix of fixed and floating rate instruments and taking actions as necessary to maintain an appropriate balance. The Company has not used any interest rate derivatives.

(b) Foreign Currency Risk

The Company is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar. Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is not the functional currency of the Company. Considering the volume of foreign currency transactions, the Company has taken certain forward contracts to manage its exposure.

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables and other financial assets measured at amortized cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

The Company assesses and manages credit risk based on internal credit rating system. Internal credit rating is performed for each class of financial instruments with different characteristics. The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets. (i) Low credit risk, (ii) Moderate credit risk, (iii) High credit risk.

Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions.

• Cash and Cash Equivalent and Bank Balance:

Credit Risk related to cash and cash equivalents and bank balance is managed by only accepting highly rated banks and diversifying bank deposits and accounts in different banks.

• Loans and Other Financial Assets measured at Amortized Cost:

Other financial assets measured at amortized cost includes export benefits receivables, bank deposits with maturity of more than 12 months and other receivables. Credit risk related to these other financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

• Trade Receivables:

Life time expected credit loss is provided for trade receivables. Based on business environment in which the Company operates, a default on a financial asset is considered when the counter party fails to make payments within the agreed time period as per contract. Loss rates reflecting defaults are based on actual credit loss experience and considering differences between current and historical economic conditions. Assets are written off when there is no reasonable expectation of recovery, such as a debtor declaring bankruptcy or a litigation decided against the Company. The Company continues to engage with parties whose balances are written off and attempts to enforce repayment. Recoveries made are recognized in statement of profit and loss.

• Expected Credit Losses:

Expected Credit Loss for Trade Receivables and Other Receivables under simplified approach:

The Company recognizes lifetime expected credit losses on trade receivables & other receivables using a simplified approach, wherein Company has defined percentage of provision by analyzing historical trend of default based on the criteria defined below and such provision percentage determined have been considered to recognize life time expected credit losses on trade receivables/other receivables (other than those where default criteria are met in which case the full expected loss against the amount recoverable is provided for). Further, the Company has evaluated recovery of receivables on a case to case basis. No provision on account of expected credit loss model has been considered for related party balances. The Company computes credit loss allowance based on provision matrix. The provision matrix is prepared on historically observed default rate over the expected life of trade receivable and is adjusted for forward - looking estimate.

Liquidity Risk is the risk that the Company will encounter difficulty in raising the funds to meet the commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

Note - 53 - Disclosure Under Section 186(4):

Surplus funds have been invested with various corporates (un-related parties). It is repayable on demand and carries interest rate of 12% p.a. Maximum balance outstanding during the year is Rs. 862.05 Lakhs (PY Rs. 830.66 Lakhs).

Note - 54 - Utilisation of Borrowed Funds and Share Premium:

As on March 31, 2025 there is no Unutilised Amounts in respect of any Issue of Securities and Long Term Borrowings from Banks and Financial Institutions. The Borrowed Funds have been Utilised for the Specific Purpose for which the Funds were raised.

Note - 55 - Corporate Insolvency Resolution Process (Resolution Plan):

H M Industrial Private Limited (HMIPL) (FY 2022-23)

Vide order dated 20 September 2022, Hon'ble NCLT Ahmedabad (the adjudicating authority) has allowed, u/s 30(6) of the Insolvency and Bankruptcy Code, 2016 ("IBC, 2016"), the resolution plan submitted by Mangalam Global Enterprise Limited (MGEL) in respect of corporate debtor M/s H. M. Industrial Private Limited (HMIPL) (under Corporate Insolvency Resolution Process (CIRP).

As per the composite scheme of arrangement submitted along with the approved plan, Steel Division of HMIPL is to be demerged and to be vested into Mangalam Worldwide Limited (MWL) a group company; and HMIPL and its rest business (i.e. Agro Business - Castor and Cotton) is amalgamated with MGEL with effect from appointed date i.e. 20 September 2022. Consequently, effect of the scheme has been given in the financial statements in accordance with Ind AS 103 - Business Combinations.

(c) On approval of the resolution plan, the suspended board of directors of HMIPL was replaced by MGEL nominees to the effect that HMIPL became an entity under common control.

(d) The resolution plan inter-alia provides for a composite scheme of arrangement (scheme of arrangement) in the nature of demerger and amalgamation. As per the said scheme of arrangement, Steel Division of HMIPL is demerged and vested into MWL whereas remainder of HMIPL is amalgamated into MGEL.

The Order dated 20 September 2022 of Hon'ble the NCLT Ahmedabad (the adjudicating authority) provides -

(i) That the approved Resolution Plan shall become effective from the date of passing of the order (20/09/2022).

(ii) That the order of moratorium dated 07/06/2019 passed by the Adjudicating Authority under section14 of the IBC, 2016 shall cease to have effect from the date of the order.

(iii) That Hon'ble the NCLT has made following observation:

H M Industrial Private Limited (HMIPL) (FY 2022-23)

18. /4s far as reliefs and concessions claimed by the Resolution Applicant, the law has been well settled by the Hon'ble Supreme Court in the case of Ghanshyam Mishra and Sons Private limited Us Edelweiss Asset Reconstruction Company Limited and Ors. Reported in Manu/SC/0273/2021 in the following words:

I. The legislative intent behind this is, to freeze all the claims so that the resolution applicant starts on a clean slate and is not flung with any surprise claims. If that is permitted, the very calculations on the basis of which the resolution applicant submits its plan, would go haywire and the plan would be unworkable.

II. We have no hesitation to say, that the word "other stakeholders" would squarely cover the central government, any state government or any local authorities. The legislature, noticing that on account of obvious omission, certain tax authorities were not abiding by the mandate of I&B Code and continuing with the proceedings, has brought out the 2019 amendments so as to cure the said mischief..."

19. In view of the above we hold that the Resolution Applicant cannot be saddled with any previous claims against the corporate debtors prior to initiation of its CIRP. For the permits, licenses, leases or any other statutory rights vested in the Corporate Debtors shall remain with the Corporate Debtors and for the continuation of such statutory rights, the resolution applicant has to approach the concerned statutory authorities under relevant laws."

(iv) In view of (iii) above, the Company is not liable for any liability / demand / claim except those specifically admitted as payable as described here-in-before as regards the all kind of previous claims against HMIPL.

Note - 56 - Amalgamation of H M Industrial Private Limited (HMIPL) (FY 2022-23):

Vide order dated 20 September 2022, Hon'ble NCLT Ahmedabad (the adjudicating authority) has allowed, u/s 30(6) of the Insolvency and Bankruptcy Code, 2016 ("IBC, 2016"), the resolution plan submitted by Mangalam Global Enterprise Limited (MGEL) in respect of corporate debtor M/s H. M. Industrial Private Limited (HMIPL) (under Corporate Insolvency Resolution Process (CIRP)).

Upon the approved scheme coming into effect, the MGEL has accounted for the amalgamation of the remaining business of Transferor Company (HMIPL) in accordance with "Pooling of Interest Method" of accounting as prescribed in the scheme of arrangement and as laid down in Appendix C of Ind AS-103 (Business combination of entities under common control) as per details given below:

(a) MGEL has recorded assets and liabilities of the acquired business of HMIPL vested in it pursuant to the scheme, at the carrying value in the same form as appearing in the books of HMIPL.

(b) The identity of the reserves of the HMIPL has been preserved and has been recorded in the same form and at the same carrying amount.

(c) Inter corporate deposit / loans and advances / intercompany balances outstanding between MGEL and HMIPL has been cancelled.

(d) Necessary adjustments/ adjusting entries has been passed to ensure that the merged financial statement reflects the financial position based on consistent accounting policies followed by MGEL.

(e) The surplus (between the net assets acquired and cancellation of share capital of the acquired entity (in this case - Nil) has been credited to other equity (Amalgamation Reserve).

(f) The financial information in the financial statements in respect of prior periods is not restated since the HMIPL has become 'entity under common control' during the financial year.

(g) The amalgamation has taken place with effect from the appointed date and in accordance with the provisions of section 2(1B) of the Income tax act 1961.

Note - 58 - Events Occurring after the Balance Sheet Date:

The Group evaluates events and transactions that occur subsequent to the balance sheet date but Prior to approval of the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. There are no subsequent events to be recognized or reported that are not already disclosed.

Note - 59 - Audit Trail:

The Company uses an accounting software for maintaining its books of account which has operated throughout the year for all relevant transactions recored in the accounting software. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.

Note - 60 - Social Security Code:

The Indian Parliament has approved the Code on Social Security, 2020 ("Code") which may likely impact the obligations of the Company for contribution to employees' provident fund and gratuity. The effective date from which the Code is applicable and the rules to be framed under the Code are yet to be notified. In view of this, impact if any, of the change will be assessed and accounted in the period in which the Code and the rules thereunder are notified.

Note - 61 - Additional Regulatory Information:

(a) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company.

(b) The Company does not have any Investment Property.

(c) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) and Intangible Assets.

(d) There are no Loans or Advances in the nature of loans that are granted to Promoters, Directors, KMPs and their Related Parties (as defined under Companies act, 2013), either severally or jointly with any other person, that are outstanding as on 31 March 2025:

(i) Repayable on Demand; or

(ii) Without specifying any terms or period of repayment

(e) The Company does not have any Capital Work in Progress.

(f) There are no Intangible Assets under development as on 31 March 2025.

(g) No Proceedings have been initiated or pending against the Company for holding any Benami Property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(h) Borrowings Secured against Current Assets: Refer Note No. 48 (C)

(i) The Company is not declared Willful Defaulter by any Bank or Financial Institution or Other Lender.

(j) The Company has not undertaken any transactions with Companies Struck Off Under Section 248 of the companies act, 2013 or section 560 of companies act, 1956.

(k) No Charges or satisfaction of charges are yet to be registered with registrar of companies beyond the statutory period as on 31 March 2025.

(l) The Company has complied with the number of layers prescribed Under Clause (87) of Section 2 of the act read with Companies (Restriction on Number of Layers) Rules, 2017.

(m) No Scheme of arrangements has been approved by the competent authority in terms of sections 230 to 237 of the Companies Act, 2013 except as disclosed in Note No: 55 and 56.

(n) The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (ultimate beneficiaries) by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(o) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (ultimate beneficiaries) by or on behalf of the funding party or provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

(p) No Transactions has been surrendered or disclosed as income during the year in the tax assessment under the income tax act, 1961. There are no such previously unrecorded income or related assets.

(q) Corporate Social Responsibility (CSR): Refer Note No. 50

(r) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.

Note - 62 :

Previous Year's figures have been regrouped, rearrange, reclassified, recasted wherever necessary to correspond with the current

year classification / disclosure.

Note - 63 : Authorisation of Financial Statements:

The Financial Statements for the year ended 31 March 2025 were approved by the board of directors on 23rd April 2025.