Mangalam Alloys Ltd Directors Report

DEAR MEMBERS,

Your directors are pleased to present the 36^thAnnual Report of the Company covering the operating and financial performance together with the Audited Standalone Financial Statements and the Auditors Report thereon for the Financial Year ended on March 31, 2024.

FINANCIAL RESULTS AND OPERATIONS REVIEW:

The financial highlights of the Company during the period ended March 31, 2024are as below:

(Amount in Rs.)

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from operations (Net)	3,04,55,21,598	3,02,92,25,425
Other income	1,00,43,189	5,25,66,981
Total Revenue	3,05,55,64,787	3,08,17,92,406
Profit/loss before depreciation, ^Finance, Costs, Exceptional items and Tax Expense	33,48,64,908	37,16,40,196
Less: Depreciation expense	7,17,69,074	6,68,52,541
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	26,30,95,834	30,47,87,655
Less: Finance costs	18,28,10,414	17,47,17,648
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense	8,02,85,420	13,00,70,007
Less: Exceptional Items	0	0
Profit/Loss before Extraordinary “Items	8,02,85,420	13,00,70,007
Less: Extraordinary Items	0	0
Profit/ (Loss) before tax	8,02,85,420	13,00,70,007
Less: Tax expense:
(a) Current tax expense	1,12,48,767	-
(b) Deferred tax	(4,56,64,395)	2,88,07,672
Profit / (Loss) for the year (1)	11,47,01,048	10,12,62,335

^During the year under review on the basis of Financial Statement the Companys revenue from operations during the financial year ended 31^stMarch, 2024were Rs3,04,55,21,598/-as against Rs3,02,92,25,425/-of the previous year representing Increase of approximately about 0.54% over the corresponding period of the previous year with total expenses of Rs 2,97,52,79,368/-(previous year of Rs 2,95,17,22,398). The company has made profit before Exceptional Items of Rs8,02,85,420/-as against profit of Rs13,00,70,007in the previous year. The Company has made Net Profit of Rs11,47,01,048/-as against Rs10,12,62,335/-of the previous year representing increase of approximately about 13.27% over the corresponding period of the previous year.

The EPS of the Company for the year 2023-24 is Rs5.29.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year ended on 31^st March, 2024and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

To bring transparency in the matter of declaration of dividend and protect the interests of investors,the company had adopted a Dividend Policy since listing of its shares. The policy has beendisplayed on the Companys websitewww.mangalamalloys.com.

TRANSFER TO RESERVES

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

SHARE CAPITAL

During the year under review the Company has made changes in the paid upshare capital as on 31^stMarch, 2024.The details of the same are mentioned below:

Authorised Share Capital:

TheAuthorized Share Capital of the Company as on 31^st March, 2024 stood at Rs 25,00,00,000 /- (Rupees Twenty Five Crore Only) divided into 2,50,00,000(Two Crore Fifty Lakh) Equity Shares ofRs10/- (Rupees Ten Only) each. During the year under review the Company has not made any changes inits the Authorisedshare capital.

Paid Up Share Capital:

The issued capital as on March 31, 2024 stood at Rs24,68,59,270 (Rupees Twenty-Four Crore Sixty-Eight LakhsFifty-Nine Thousand Two Hundred Seventy) comprising of 2,46,85,927(Two Crore Forty Six Lakhs Eighty Five Thousand Nine Hundred Twenty Seven) equity shares of Rs10/- (Rupees Ten Only).

Initial Public Offer:

The Company made its maiden public offer of equity shares in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, wherein 68,64,000 Equity Shares were issued through the Initial Public Offer. The public issue was opened on September21, 2023 and closed on September25, 2023 for Retail Individual Investor and Non-Institutional Investor and Market Maker.The issue is a combination of fresh issue of 61,26,400 equity Share and offer for sale of 7,37,600 Equity Share aggregating to 68,64,000 equity shares of face value of Rs 10 each of the Company at an offer price of Rs80/- per equity share, including a share premium of Rs70/- per equity share aggregating to ^54,91,20,000/. The Equity shares of the Company were listed on “NSE Emerge”SMEPlatform with effect from 04^thOctober, 2023.

Proceeds from Initial Public Offering

The details of the proceeds of the Fresh Issue are set forth below:

Particulars	Amount
Gross Proceeds of the Issue	4,901.12
(less) Issue related Expenses	443.44
Net Proceeds of the Issue	4457.68

Post listing also, the Companys market capitalization soared high backed by strong quarterly results and various new business inroads it made consistently. We see this as an endorsement of our consumer-focused approach as well as our ethos of trust, transparency, and innovation in everything we do. We are gratified and humbled by the faith shown in the Company by the market participants and grateful to our customers for their continued trust shown in our capabilities to deliver consistent high-quality services & innovative solutions.

The change in paid-up share capital during the year was as under:

Particulars	No. of Securities Allotted	Cumulative Paid-up Share Capital
Capital at the beginning of the year i.e. on April 01, 2023	-	18,55,95,270
Allotment 61,26,400 equity shares of Rs10/- each fully paid up pursuant to Initial Public Offer (IPO) (on September 27, 2023)	61,26,400	6,12,64,000
Capital at Present	-	24,68,59,270

ALTERATION OF MEMORANDUM OF ASSOCIATION

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

ALTERATION OF ARTICLES OF ASSOCIATION

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

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

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations/LODR) read with SEBI circular no. CIR/CFD /CMD1/162/2019 d ated December 24, 2019, the company has made disclosure on NSE in statement of Deviation/variation in utilization of funds raised through Initial Public offer from the objects stated in the Prospectus for the year ended on March 31, 2024.

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

Mode	Object	Amount Allocated	Amount Utilised as on March 31, 2024
IPO	Issue related expense	443.44	443.44
	Capital Expenditure for Business Expansion And Research and development	532.68	0.00
	Working Capital	2700.00	2700.00
	General Corporate Purpose	1225.00	523.5

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

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of Rs 3, 05,55,64,788/- as against Rs3,08,17,92,406 in the previous year. The company has made Profit before depreciation, Finance Costs, Exceptional items and Tax Expenseof Rs33,48,64,908/-asagainst profit of Rs37,16,40,196/-in the previous year in the financial statement.

The Company made net profit of ^11,47,01,048/- as against ^10,12,62,335/- in the previous year in the financial statement.

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

LISTING WITH STOCK EXCHANGE

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

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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

DEPOSITS

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

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

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

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment/ Re-Appointment

During the year under review, the Companyhas on the recommendation of the NRCappointed Ms. KarunaSantoshkumar Khatri (DIN: 10171747) as Additional Independent Director (Non-Executive) with effect from 23^rd May 2023of the Company.

The Company has on the recommendation of the NRC re-appointed Mr. Tushar Uttamchand Mehta as Managing Director for period of 5 years with effect from July 01, 2023 vide Special Resolutionpassed at the Extra Ordinary General Meeting held on 14th June, 2023.

Further the Company has on the recommendation of the NRC re-appointed Mr. Uttamchand Chandanmal Mehta as Whole-time Director for period of 5 years with effect from July 01, 2023 vide Special Resolutionpassed at the Extra Ordinary General Meeting held on 14th June, 2023.

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Pushpa Uttamchand Mehta (DIN:00153558) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

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

Cessation

During the year under review, there is no cessation of director from the Board.

Independent Directors

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

Ms. Karuna Santosh kumar Khatri

Mr. Sarat Chandra Pradhan

Mr. Ghanshyam bhai Kishorbhai Patel

The Key Managerial Personnel as on 31st March,2024:

Mr.Tushar Uttamchand Mehta -	Chairman & Managing Director
Mr. Uttamchand Chandmal Mehta -	Whole Time Director
Ms. MeghaTushar Mehta -	Chief Financial Officer
Ms. Manmeet kaur Harshdeepsingh Bhatia -	Company Secretary & Compliance Officer*

*However, Ms. Sonam Pandey was appointed as Company Secretary and Compliance Officer of the Company with effect from 17^th May, 2024.

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”). These declarations have been placed before and noted by the Board.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024and of the profit of the Company for that period;

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

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

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

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

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

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

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of Mangalam Alloys Limited comprises of Executive and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, marketing, technology, finance, economics, administration, etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors as on March 31, 2024, comprised of 6 Directors, out of which 1was Executive Director ("ED") (MD & Chairman), 1 was Executive Directors ("EDs") (Whole Time Director) and 4were NonExecutive Directors ("NEDs") out of which 3 were Independent Directors ("IDs"). Detailed profile of our directors is available on our website at www.mangalamalloys.com

Composition of Board:

Name of Director	Category	Designation
1. Mr. TusharUttamchand Mehta	Executive Director	Managing Director & Chairman
2. Mr. UttamchandChandanmal Mehta	Executive Director	Whole Time Director
3. Mrs. PushpaUttamchand Mehta	Non-Executive Director	Director
4. Mr. GhanshyambhaiKishorbhai Patel	Non-Executive Director	Independent Director
5. Mr. Sarat Chandra Pradhan	Non-Executive Director	Independent Director
6. Ms. KarunaSantoshkumar Khatri	N on-Executive Director	Independent Director

Board Meetings:

The Board of Directors duly met 18times at regular intervals during the mentioned financial year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The dates on which meetings were held are as follows:

Name of the Directors

Date of Meeting	TusharUttamc hand Mehta	Uttamchand Chandanmal Mehta	PushpaUtta mchand Mehta	Ghanshyam bhaiKishorb hai Patel	Sarat Chandra Pradhan	KarunaSantos hkumar Khatri
13/04/2023	Yes	Yes	Yes	Yes	Yes	NA
21/04/2023	Yes	Yes	Yes	Yes	Yes	NA
23/05/2023	Yes	Yes	Yes	Yes	Yes	NA
21/07/2023	Yes	Yes	Yes	Yes	Yes	Yes
04/08/2023	Yes	Yes	Yes	Yes	Yes	Yes
10/08/2023	Yes	Yes	Yes	Yes	^ Yes	Yes
17/08/2023	Yes	Yes	Yes	Yes	Yes	Yes 1
24/08/2023	Yes	Yes	Yes	Yes	Yes	Yes
14/09/2023	Yes	Yes	Yes	Yes	Yes	Yes
26/09/2023	Yes	Yes	Yes	Yes	Yes	Yes ^
27/09/2023	Yes	Yes	Yes	Yes	Yes	Yes
26/10/2023	Yes	Yes	^Yes	Yes	Yes	Yes ^
01/11/2023	Yes	Yes	Yes	Yes	Yes	Yes
09/11/2023	Yes	Yes	Yes	Yes	Yes	Yes
26/02/2024	Yes	Yes	Yes	Yes	Yes	Yes
01/03/2024	Yes	Yes	“Yes	Yes	Yes	Yes
04.03.2024	Yes	^Yes	Yes	Yes	Yes	Yes
20/03/2024	Yes	CYes	Yes	Yes	Yes	Yes
No of Board Meeting attended	18/18	18/18	18/18	18/18	18/18	15/15

**During the year under review 1 (One) Extra Ordinary General Meeting were held on 14^th June 2023. Independent Directors Meetings:

Date of Meeting	Name of Director
	GhanshyambhaiKi shorbhai Patel	Sarat Chandra Pradhan	KarunaSantoshkumar Khatri
05/03/2024	Yes	Yes	Yes
Number of Independent Directors attended during the year	01/01	01/01	01/01

In terms of the provisions of the Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations, the Independent Directors of the Company shall meet at least once in a year, withoutthe presence of Executive Directors and members of Management. During the financial year,the Meetings of Independent Directors was held in following manner:

AUDIT COMMITTEE:

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

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

Composition of Audit Committee:

Name of Director	Designation	Nature of Directorship
1. Mr. GhanshyambhaiKishorbhai Patel	Chairman	Non-Executive Independent Director
2. Mr. Sarat Pradhan Chandra	Member	Non-Executive Independent Director
3. Ms. KarunaSantoshkumar Khatri	Member	Non-Executive Independent Director
4. Mr. UttamchandChandanmal Mehta	Member	Whole-time Director

Audit Committee Meeting:

Date of Meeting	Name of Director
	Ghanshyambhai Kishorbhai Patel	Sarat Pradhan Chandra	KarunaSantosh kumar Khatri	UttamchandChandan mal Mehta
21/04/2023	Yes	Yes	NA	Yes
23/05/2023	Yes	Yes	NA	Yes
14/09/2023	Yes	Yes	Yes	Yes
09/11/2023	Yes	Yes	Yes	Yes
20/03/2024	Yes	Yes	Yes	Yes
Number of Audit Committee Meetings attended during the year	05/05	05/05	03/03	05/05

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

Financial Reporting and Related Processes:

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

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

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

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

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

NOMINATION AND REMUNERATION COMMITTEE:

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

Composition of Nomination and Remuneration Committee:

Name of Director	Designation	Nature of Directorship
1. Mr. GhanshyambhaiKishorbhai Patel	Chairman	Non-Executive Independent Director
2. Mr. Sarat Pradhan Chandra	Member	Non-Executive Independent Director
3. Ms. KarunaSantoshkumar Khatri	Member	Non-Executive Independent Director
4. Ms. PushpaUttamchand Mehta	Member	Non-Executive Director

Nomination and Remuneration Committee Meeting:

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

Date of Meeting	Name of Director
	GhanshyambhaiKishorbhai Patel	Sarat Pradhan Chandra	KarunaSantoshkumar Khatri	PushpaUttamchand Mehta
21/04/2023	Yes	Yes	NA	Yes
23/05/2023	Yes	Yes	Yes	Yes
09/11/2023	Yes	Yes	Yes	Yes
Number of NRC Meetings attended	03/03	03/03	02/02	03/03

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

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

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

? Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior ^4 Management positions;

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

Composition of Stakeholders Relationship Committee:

Name of Director Designation ^Nature ?f D^irect?^rship

1. Ms. PushpaUttamchand Mehta	^ Chairman	Non-Executive Director
2. Mr. GhanshyambhaiKishorbhai Patel	Member	Non- Executive Independent Director
3. 4. Ms. KarunaSantoshkumar Khatri Mr. UttamchandChandanmal Mehta	Member Member	Non-Executive Independent Director Whole-time Director

Stakeholders Relationship Committee Meeting:

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

	Name of Director
Date of Meeting	GhanshyambhaiKishorbhai Patel	UttamchandChandanmal Mehta	KarunaSantoshkumar Khatri	Pushpa Uttamchand Mehta
01/03/2024	Yes	Yes	Yes	Yes
Number of SRC Meetings attended during the year	01/01	01/01	01/01	01/01

The terms of reference of the Committee are:

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

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

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

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

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

• Monitoring expeditious redressal of investors / stakeholders grievances;

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

During the year, the Company has given disclosure for Investor Complaints of lastthree quarters on Stock Exchange and no complaints were received from shareholders. There are no balance complaints. The Company hadno share transfers pending as on March 31, 2024.

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

The Company Secretary to the Company shall act as Secretary to the Corporate Social Responsibility Committee.

Composition of CSR Committee

Name of Director	Designation	Nature of Directorship
1. Mr. UttamchandChandanmal Mehta	Chairman	Whole Time Director
2. Ms. PushpaUttamchand Mehta	Member	Non-Executive Director
3. Ms. KarunaSantoshkumar Khatri	Member	Non-Executive Independent Director
4. Mr. GhanshyambhaiKishorbhai Patel	Member	Non-Executive Independent Director

CSR Committee Meeting

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

Date of Meeting	Name of Director
	Ganshyam bhai Kishorbhai Patel	Pushpa Uttamchand Mehta	Uttamchand Chandanmal Mehta	Karuna Santoshkumar Khatri
09/11/2023	Yes	Yes	Yes	Yes
Number of CSR Meetings attended	01/01	01/01	01/01	01/01

DETAILS OF FRAUD REPORTING BY AUDITOR

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

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial. The Nomination and Remuneration Policy is also available on the website of the Company www.mangalamalloys.comin the head ofPolicies.

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

All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2024as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.mangalamalloys.com.

FOR PREVENTION OF INSIDER TRADING

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

? Code of Practices for Prevention of Insider Trading and

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

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

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

VIGIL MECHANISM

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

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

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

BOARD EVALUATION

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

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

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

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

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

? Effectiveness of the deliberations and process management;

? Board/Committee culture and dynamics; and

? Quality of relationship between Board Members and the Management.

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

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

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

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

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

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

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

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

? Knowledge

? Professional Conduct

? Comply Secretarial Standard issued by ICSI Duties,

? Role and functions

2. For Executive Directors:

? Performance as leader

? Evaluating Business Opportunity and analysis of Risk Reward Scenarios

? Key set investment goal

? Professional conduct and integrity

? Sharing of information with Board.

? Adherence applicable government law

RISK MANAGEMENT POLICY

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

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

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

Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at work place. Your Company has in place Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at WorkPlace (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our websitewww. mangalamalloys.com.

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

The composition of internal complaint committee is as follows:

Name of the Member	Designation
1. Mr. BhaveshSuthar	HR Executive
2. ^Mr. TusharUttamchand Mehta	Managing Director
3. Ms. MeghaTushar Mehta	Chief Financial Officer

AUDITORS

STATUTORY AUDITORS:

In the 31^stAnnual General Meeting (AGM) M/s KPSJ & Associates LLP, Chartered Accountants (ICAI Firm No. 124845W/W100209) were appointed as Statutory Auditors of the Company in the Annual General Meeting (AGM) held on 30th September, 2019 for tenure of 5 years. The tenure of M/s KPSJ & Associates LLP, shall going to be end in upcoming Annual General Meeting. The Board of Director recommend to appoint them for further period of 5 year in the Annual General Meeting to be held in the year 2024. The Company has received letter from M/s KPSJ & Associates LLP, Chartered Accountants, to the effect that their appointments, if made would be within the prescribed limits of Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act, 2013. A resolution seeking shareholders approval for their re-appointments form a part of the Notice. The Standalone Auditors Report for the financial year ended on March 31, 2024 has been ^iprovided in “Financial Statements” forming part of this Annual Report. The report of the Statutory Auditor has not made any adverse remarks in their Audit Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013, M/s. Rathore& Associates (Firm RegistrationNo 132995W) has been appointed on 31^stMarch,2024as the internal auditor of the company for the Financial Year 2023-24 and continues until resolved further. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a half yearly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. G R Shah & Associates, PracticingCompany Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2024. The Secretarial Audit Reportin Form MR-3for the financial year ended on March 31, 2024is attached as Annexure -II to the Directors Report and forming part of this Annual Report.

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

a) The Company has not submitted the Cash Flow Statement in the Financial Statements as per the Regulation 33 of the SEBI (Regulations), 2015 for the half year ended on 30^th September, 2023.

Reply: The Cash Flow Statement was inadvertently missed in our initial submission but we rectified that and resubmitted the Financial Statement for the half year ended on 30^th September, 2023 along with that we have also paid the penalty levied on us by the Exchange.

b) The Financial Results were not submitted with the Exchangeby the Company within the prescribed time limit of thirty minutes from the conclusion of the Board Meeting.

Reply:The Board Meeting on 09^th November, 2023 for approval of the Financial Statements for the half year ended on 30^th September, 2023 concluded on 12:30 p.m. but outcome for that was given on 06:28 p.m. due to technical challenges encountered by the secretarial team.

c) The Company has not submitted with the exchange segment reporting in accordance with AS-17, specified in Section 133 of the Companies Act, 2013 in the Financial Statements for the half year ended on 30^th September, 2023.

Reply: The Company operates in single business segment i.e. “manufacturing of stainless steel and higher alloys product” segment.

d) The Company has not spent the amount prescribed under Section 135 of the Companies for its Corporate Social Responsibility activities in the Financial Year 2023-2024.

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

e) The Company has delayed the submission of Certificate under Regulation 74(5) of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 for the Quarter ended December 31, 2023.

Reply: The Company hadsubmitted the certificate under Regulation 74(5) of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 on Stock Exchange on 20^th January, 2024.Inadvertence caused the delay in submission of the certificate.

f) The company has received notice of penalty for non-compliance of Regulation 33 of SEBI Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 for the Quarter ended September 30, 2023.

Reply: The Company hadpaid the penalty of non-compliance of Regulation 33 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 to National Stock Exchange on 10^th January, 2024.

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

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

SECRETARIAL STANDARDS

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

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No.MGT-7 for the financial year 2023-24 will be available on the website of the Company (www.mangalamalloys.com). The due date for filing annual return for the financial year 2023-24 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.mangalamalloys.com) as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

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

Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015the compliance with the Corporate Governanceprovision as specified in Regulation 17 to 27 andclause (b) to (i) of sub regulations (2) of regulation46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.

MANAGEMENT DISCUSSION AND ANALYSIS

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

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

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

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at thebeginning of the year were ^1,96,89,110/- and at the close of year was ^1,00,19,110/-.

The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year ended on 31^stMarch, 2024were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were Related Party Transactions made by the Company during the year that required shareholders approval.

The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 are given in Annexure IIIof this Director Report for the F. Y 2023-24.

Details of other related party transactions have been included in Point L of Significant Account Policies to the standalone financial statements.

The Policy on the Related Party Transactions is available on the Companys website at www.mangalamalloys.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

PARTICULARS OF EMPLOYEES

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

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

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Mr. Uttamchand Chandanmal Mehta	Executive Director	0.45
Mr. Tushar Uttamchand Mehta	1 Managing Director	0.68
Ms. Megha Tushar Mehta	Chief Financial Officer	0.25
Manmeetkaur Harshdeepsingh Bhatia	Company Secretary	0.02

2. The percentage increase in the median remuneration of employees in the financial year: NIL

3. The number of permanent employees on the rolls of Company: 196

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

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

The statement containing names of top five employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

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

INDUSTRIAL RELATION

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

MAINENTANCE OF COST RECORD

Pursuant to Section 148(3) of the Act, M/s.KVM & Co., Cost Accountants, Ahmedabad had been appointed as the Cost Auditors of the Company forFY2024-2025 by the Board of Directors for conducting audit ofcost records maintained in respect of our business. Theirremuneration will be ratified by the Members in the ensuing Annual General Meeting.

DEMATERIALISATION

The Demat activation number allotted to the Company is ISININE00C401011. The company is holding its shares in dematerialized form only.

INSOLVENCY AND BANKRUPTCY CODE

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

ACKNOWLEDGMENTS

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

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

PLACE: Gandhinagar	By Order of the Board
DATE: 30th July, 2024	For, MANGALAM ALLOYS LIMITED

 

Sd/-	Sd/-
Uttamchand Chandanmal Mehta	Tushar Uttamchand Mehta
Whole Time Director	Managing Director
DIN: 00153639	DIN:00187046

 

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

GIDC Phase III, Chhatral, Dist. Gandhinagar,

Gujarat, India, 382729.

Website: www.mangalamalloys.com

CIN: L27109GJ1988PLC011051