Mangalam Organics Ltd

TO THE MEMBERS OF MANGALAM ORGANICS LIMITED

Your Directors have pleasure in presenting the Forty Third Annual Report on the performance of the Company together with the audited financial statements for the Financial Year ('FY') ended March 31, 2025.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2025 is summarized below:

(? in Lakhs)

NATURE OF BUSINESS AND FINANCIAL PERFORMANCE / STATE OF Company'S AFFAIRS

YYour 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 2024-25

1. Net Sales Turnover: Our net sales turnover reached an impressive Rs. 530.00 Crore, reflecting steady growth. This compares favorably to the Rs. 493.52 Crore achieved in the previous financial year.

2. Profit after Tax (PAT): Our profit after tax (PAT) turned the corner significantly. In FY 2024-25, we recorded a PAT of Rs. 125.04 Crore, a remarkable improvement from the PAT of Rs. 4.22 Crore in FY 2023-24.

3. Revenue Composition: Approximately 95% of our revenue came from Terpenes Chemicals.

4. 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.

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 31,2025 amount of Rs.17,30,328.50/-, comprising Rs.3,79,914/-, Rs.2,64,781/-, Rs.2,68,524/-, Rs.4,06,836/- and Rs. 4,10,273/- are lying in the unpaid equity dividend account of the Company in respect of the dividends for FY- 2017-18, 2018-19, FY 2019-20, FY 2020-21 and FY 2021-22 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 list of such shareholders for unpaid and unclaimed dividend for FY 2017-18, FY 2018-19, FY 2019-20, FY 2020-21 and FY 2021-22 is placed on the Company's website www.mangalamorganics.com.

Pursuant Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (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 Protection Fund in accordance with the procedure prescribed in the Rules. In this regard, all dividends remain unpaid or unclaimed for a period of seven years and also the shares in respect of which the dividend have not been claimed by the shareholders for seven consecutive years for FY 2009-10 & 2010-11 have been transferred to Investor Education Protection Fund (IEPF) account on November 2, 2018 and February 15, 2019 respectively.

Shareholders who have not claimed their dividend for the Financial Year 2017-18 are hereby informed that the unclaimed dividend along with the corresponding shares will be transferred to the Investor Education and Protection Fund (IEPF) on December 2, 2025, in accordance with the applicable rules. Concerned shareholders are requested to claim their unpaid dividend on or before November 15, 2025, to avoid such transfer. The Company has sent individual letters to these shareholders on August 8, 2025, and the list of such shareholders is also available on the Company's website at HYPERLINK "http://www.mangalamorganics.com"www. mangalamorganics.com.

The members can claim the transfer of such shares 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 2024-25 in the Retained Earnings.

SHARE CAPITAL

Authorized Capital: The authorized share capital of the Company as on March 31, 2025 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, 2025 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.

During the year under review, Mr. Kamalkumar Dujodwala, Promoter of the Company, acquired 3,20,124 equity shares of the Company from the open market through a block deal, representing 3.74% of the total share capital of the Company. Consequent to this acquisition, his individual shareholding has increased to equity shares, constituting 5.58% of the total share capital of the Company. Accordingly, the aggregate shareholding of the Promoter

Group stands increased to 50,22,926 equity shares, representing 58.65% of the total share capital of the Company.

DEPOSITS

During the year under review, your Company neither accepted any deposits nor there were 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 three subsidiary Companies as follows:

* During the period under review, your Company acquired 10,000 equity shares of Rs.10 each, amounting to Rs. 1,00,000, in its subsidiary, Mangalam Pooja Stores Private Limited. Pursuant to this acquisition, the subsidiary became a wholly owned subsidiary of the Company, with the Company holding 99.99% of its equity shares..

The performance and financial position of the subsidiaries of the Company for the year ended March 31, 2025 is attached to the financial statements hereto.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition

As on March 31, 2025, the Board of the Company comprises of 7 (Seven) Directors. Out of the said Directors, 4 (Four) are Independent Directors including one Woman Director and 3 (Three) are Executive Directors.

The Board Composition is in compliance with Section 149 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

b. Appointment / Re-appointment / Resignation

Appointment of a Director Retire by Rotation :

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Pannkaj Dujodwala (DIN: 00546353) 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.

ii. Appointment of Director not liable to retire by rotation:

During the year under review

Mr. Mahesh Lahurao Navathar (DIN: 10936585) was appointed as an Additional Executive Director (Works) of the Company with effect from February 07, 2025, for a term of three years up to February 06, 2028, not liable to retire by rotation.

Mr. Sudarshan Kumar Saraf (DIN: 00035799) was appointed as a Non-Executive Independent Director of the Company with effect from August 10, 2024, for his first term of five consecutive years.

iii. Resignation of Director:

Mr. Sharad Kumar Saraf (DIN: 00035843) resigned from the position of Non-Executive Director with effect from July 15, 2024, upon completion of his second term of five years in accordance with the provisions of Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations. The Board placed on record its sincere appreciation for the valuable contributions made by him during his tenure.

iv. Directors Proposed for Re-appointment

The following Directors are proposed to be re-appointed at the ensuing Annual General Meeting of the Company:

1. Mrs. Manisha Agarwal (DIN: 00441841),

Independent Director (Non-Executive & Woman Director), whose first term is due to expire, is proposed to be re-appointed for a second term of five consecutive years w.e.f. September 29, 2025 to September 30, 2025, not liable to retire by rotation.

2. Mr. Pannkaj Dujodwala (DIN: 00546353), Managing Director, is proposed to be re-appointed for a further period of five years with effect from September 18, 2025, till September 17, 2030, on the terms and conditions as set out in the Notice of the AGM.

3. Mr. Kamalkumar Dujodwala (DIN: 00546281), Executive Director designated as Chairperson, is proposed to be re-appointed for a further period of five years with effect from November 01, 2025, till October 31, 2030, on the terms and conditions as set out in the Notice of the Annual General Meeting.

During the year under review, there was a change in the Company Secretary & Compliance officer of the Company:

Mr. Nitin Kore was resigned w.e.f. June 12, 2024 and @Ms. Charmi Shah was appointed as the Company Secretary & Compliance officer of the Company w.e.f. September 10, 2024.

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

c. Disqualification & Compliance Status of Directors:

None of the Directors of the Company are disqualified from being appointed as Directors in terms of Section 164(1) and Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, none of the Directors have been debarred or disqualified by the Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), or any other statutory authority.

The Company has obtained a certificate from a Practising Company Secretary confirming that none of the Directors on the Board have been debarred or disqualified from being appointed and/or continuing as Directors by SEBI, MCA, or any other statutory authority.

All members of the Board and Senior Management Personnel have affirmed compliance with the Company's Code of Conduct for Board and Senior Management Personnel for the financial year 2024-25. During the year under review, the Non-Executive Directors had no pecuniary relationship or transactions with the Company other than the payment of sitting fees for attending meetings of the Board and its Committees.

d. Declaration by Independent Directors:

The Company has received 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) and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing

Regulations"), as amended from time to time, read with Schedule IV to the Act and the rules made thereunder.

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 as prescribed under Schedule IV to the Act.

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 Program for Independent Directors:

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis.

During the year under review, the Nomination and Remuneration Committee further strengthened and formalised the induction plan & familiarisation programme for the board members by ensuring organised exposure to the incoming Directors, adding structure, laying down clear accountability, ensuring internal and external interactions, complete access to any information relating to the Company, thereby ensuring holistic perspective of the Company's operations to enable the Non-Executive Directors to be in a position to take well informed decisions.

The Company has set Familiarization program for Independent Directors with regard to their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the business model of the Company etc. The details of which are available on the website of the Company.

The Weblink of the same is as: https://www.mangalamorganics. com/post/familiarization-program-for-independent- Directors. 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:

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 carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and also taking into consideration the Guidance Note on Board Evaluation issued by SEBI.

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 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://www.mangalamorganics. com/post/nomination-remuneration-and-evaluation-policy- for-board-of-Directors

h. Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the KMPs of the Company as on March 31, 2025 were as follows:

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

5. @Mr. Nitin Kore, Company Secretary & Compliance Officer

6. $ Ms. Charmi Shah, Company Secretary & Compliance Officer

@: Resigned w.e.f. June 12, 2024 $: Appointed w.e.f. September 10, 2024

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 11 times during the financial year ending March 31, 2025. The maximum gap between two Board meetings did not exceed 120 days. 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, 2025, 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, 2025 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.

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.

Committees of Board

The Company has constituted the following Committees of Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

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

Internal financial control systems and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

AUDITORS

I. STATUTORY AUDITORS

M/s. NGST & Associates, Chartered Accountants, Mumbai (Firm Registration No. 135159W) were reappointed as the statutory auditors of the Company to hold office for a term of 5 years from the conclusion of the 39th Annual General Meeting held on September 29, 2021 until the conclusion of the 44th Annual General Meeting of the Company to be held in the year 2026. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

Further, the report of the Statutory Auditors along with notes to Schedules 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 2025-26. In term 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:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Yogesh Sharma & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company and its Unlisted material subsidiary Company - Mangalam Brands Private Limited,

for FY 2025-26. Accordingly, a resolution seeking approval of appointment by the members is listed as Item No. 4 of the AGM Notice as Ordinary Resolution.

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 Forms MR-3 for the FY 2023-24 forms part to 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 amendment notified by the Ministry of Corporate Affairs on September 20, 2022, via the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022, sub-rule (2) of Rule 3 has been omitted. As a result, the applicability of Corporate Social Responsibility (CSR) provisions under Section 135 of the Companies Act, 2013 is now determined based on the financial parameters of the immediately preceding financial year, instead of the earlier requirement to consider the preceding three financial years.

In the financial year 2023-24, the Company earned a profit of Rs. 4,15,19,790 as computed under Section 198 of the Companies Act, 2013. However, the Company does not meet the thresholds prescribed under Section 135(1) of the Act in terms of net worth, turnover, or net profit. Accordingly, the provisions relating to CSR are not applicable to the Company for the financial year 2024-25.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company 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://uploads-ssl.webfiow.com

/6173d2812ea50ef2de67463e/61d5e2efdb504707211ba8ee

Corporate%20Social%20Responsibilitv%20Policv.pdf

MANAGEMENT DISUSSION 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, 2025, the Company has following credit ratings from CRISIL:

Long Term Rating: CRISIL BBB+ / Watch Developing Short Term Rating: CRISIL A2 / Watch Developing

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditor of the Company on the inefficiency or inadequacy of such controls.

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 of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, 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 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"). There were no contracts or arrangements falling within the scope of Section 188(1) of the Act requiring approval by the Board or shareholders.

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://uploads-ssl.webflow.com/6173d2812ea50ef2de67463 e/647496db3cfe3851b739ac81 Policy%20on%20Related%20 Party%20Transactions.pdf

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, 2025.

Fraud Reporting

During the year under review, no instances of fraud were reported by the Statutory Auditors of the Company.

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, are set out in Annexure IV attached herewith and which forms part of this report. The relation between the Company and its employees continues 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) 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, 2025 is available on the Company's website at https://cdn.prod.website-files.com /6173d2812ea50ef2de67463e/6853ae462e3770bf22093b1a_ ANNUAL%20RETURN%202024-25.pdf

OTHER DISCLOSURES

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

Registrar and Share Transfer Agent :

During the year under review, Link Intime India Private Limited, Registrar and Share Transfer Agent ("RTA") of the Company has changed its name to 'MUFG Intime India Private Limited' ("MIIPL") with effect from December 31, 2024. MIIPL is now the RTA of the Company.

Vigil Mechanism for the Directors and Employees

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company.

The Whistle Blower Policy is placed on the website of the Company at https://uploads-ssl.webflow.com/6173d2812ea50ef2de67463 e/61d5e2f6cac59753f9802c49 Vigil%20Mechanism%20and%20 Whistle%20Blower%20Policy.pdf

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 https://uploads-ssl. webflow.com/6173d2812ea50ef2de67463e/61d5e2f385b67 3d3890e879a Nomination%20Remmuneration%20and%20 Evaluation%20Policy%20for%20Board%20of%20Directors.pdf

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.

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 2024-25 will be send 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.

Internal Complaints 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. 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.

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.

The 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 organisation to build awareness about the Policy and the provisions of the Prevention of Sexual Harassment Act.

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.

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. During the financial year under review, no employee availed maternity benefit.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION

The Company is conscious of the importance to environmental 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 Kumbhivali village is fully complied with the laws, regulations and requirements stipulated by the concerned pollution Control Board.

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 MOL family.