Mangalam Drugs and Organics Ltd Directors Report

To, The Members of Mangalam Drugs & Organics Limited (Company)

Your directors (hereinafter referred to as the Board) have pleasure in presenting the 51st (Fifty First Annual Report) Annual Report of the Company including Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIALS:

A. FINANCIAL RESULTS AND HIGHLIGHTS OF PERFORMANCE:

The Standalone Financial Performance of the Company for the year ended March 31, 2024, in comparison with previous year is summarized below:

(Figures – in Lakhs)

	Year Ended
Particulars	March 31, 2024	March 31, 2023
Operational & Other Income	36869.27	37,225.29
Total Expenses including Interest Expense and Depreciation and Amortization Expense	(37975.01)	(37,047.47)
Profit before exceptional items and tax	(1105.74)	221.38
Prior period items	NIL	NIL
Exceptional Items	NIL	NIL
Provision for diminution in the value of investments	NIL	NIL
Profit before tax	(1105.74)	221.38
Tax Expense	(200.85)	94.38
Profit after tax	(904.89)	127.00
Total comprehensive income	(960.86)	139.48
Earnings Per Share (In Rs.) (Basic Diluted)	(5.72)	0.80

The Consolidated Financial Performance of the Company for the year ended March 31, 2024 in comparison with previous year is summarized below:

(Figures – in Lakhs)

Particulars	March 31, 2024	March 31, 2023
Operational & Other Income	36859.48
Total Expenses including Interest Expense and Depreciation and Amortization Expense	37976.60
Profit before exceptional items and tax	(1107.32)
Prior period items	NIL
Exceptional Items	NIL
Provision for diminution in the value of investments	NIL	Not Applicable
Profit before tax	(1107.32)
Tax Expense	(200.15)
Profit after tax	(907.17)
Total comprehensive income	(963.14)
Earnings Per Share (In Rs.) (Basic Diluted)	(5.73)

Mangalam Laboratories Private Limited has become wholly owned subsidiary of the Company on September 30, 2024, and therefore the consolidation of financials is applicable for Financial Year 2024.

B. OPERATIONS OF THE COMPANY / COMPANY PERFORMANCE:

During the Financial Year under report, the Company registered a total revenue from operations of Rs. 36,869.27 Lakhs as against Rs.

37,225.29 Lakhs in the previous year & registered an economic decline of 0.95 % over the previous year. The operational performance has resulted into decreased profitability of Rs. (904.89) Lakhs as compared to the previous year of Rs. 127.00 Lakhs.

Further, there has been no change in business during the year under review.

C. HIT ON PAT AND FUTURE OUTLOOK:

During the Financial Year 2023-24, the PAT Margin of the Company was declined because of following reasons numerated below: a. R & D Cost: Sulfadoxine is the latest API in the treatment of Malaria and will be soon a major product for manufacturing for treatment of Malaria. The Company has developed this product in-house and made it commercially viable after a lot of R & D work. b. High Manpower Cost: During Quarter 2 of Financial Year 2024, the Company has given increment to employees as an object to retain good talent which has resulted in higher manpower cost. c. High Power & Fuel Cost: Power and fuel costs also increased further thereby hitting at bottom-line of the Company.

The Company has taken various steps to improve its PAT margins for the coming Financial Years. Some of the key steps are as follows: a. Reduced Revenue Concentration: Sales of Anti-Inflammatory and Anti-Hypertensive products have showcased positive trends, contributing to a more diversified revenue stream.

Also, the Sulfadoxine holds immense potential for the company and has shown commercial viability in the current year and the Company has managed to reduce the per unit Raw Material Cost of Sulfadoxine. Hence this product will not only help us to boost our top line but also improve our bottom line in these coming years. We plan to increase the production capacity of the same. b. Strengthening Raw Material Sourcing thereby setting up an In-House Manufacturing of Critical APIs: The Company has taken significant steps to reduce its dependency on Chinese imports, particularly during the Covid crisis, when the supply of certain key raw materials faced disruptions. To enhance its supply chain stability and mitigate risks associated with reliance on foreign sources, the company strategically invested in establishing an in-house manufacturing facility for Lumefantrine and Sulfadoxine. Lumefantrine and Sulfadoxine are critical raw materials required in the production of Artemisinin Combination Therapies (ACTs), which are essential for combating malaria effectively. By producing Lumefantrine in-house at its facility in Vapi, the Company has achieved a higher degree of self-sufficiency and reduced its dependence on imports from China. For other raw materials as required, the raw material prices have now been stabilised and the Company has also fixed the rate of contracts for coming few years.

D. SHARE CAPITAL:

Authorized Share Capital:

During the year there has been no change in the Authorized Share Capital of the Company. The Companys Authorized Share Capital is Rs. 30,00,00,000/-(Rupees Thirty Crores only) comprising of 3,00,00,000 (Three Crore) Equity Shares of Rs. 10/- each.

Issued, Subscribed and Paid-Up Share Capital of the Company:

The Companys paid-up capital is Rs. 15,82,82,480/- (Fifteen Crore Eighty-Two Lakhs Eighty-Two Thousand Four Hundred and Eighty) comprising of 1,58,28,248 (One Crore Fifty-Eight Lakhs Twenty-Eight Thousand Two Hundred and Forty-Eight Only) Equity Shares of Rs. 10/- each fully paid up. The Companys Equity shares are listed on the National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Limited (BSE Limited).

There has been no change in paid up share capital of the Company during the Financial Year under review as the Company has not:

• Issued Shares on Rights basis as per provisions of Section 62 of Companies Act, 2013 (The Act).

• Issued Shares on Private Placement basis as per provisions of Section 42 of the Act.

• Issued Bonus Shares as per provisions of Section 63 of the Act.

• Issued any sweat equity shares as per provisions of Section 54 (1) (d) of the Act.

• Issued any equity shares under Employees Stock Option Scheme as per provisions of Section 62 (1) (b) of the Act; and

• Bought back any shares as per provisions of Section 68 of the Act.

E. DIVIDEND:

Considering losses in financial year under review, your directors have not recommended any dividend on Equity Shares for the Financial

Year 2023-24.

F. TRANSFER TO RESERVES:

The Company has not transferred any amount to Reserves.

G. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and does not have an unclaimed dividend which remains to be transferred to Unpaid Dividend Account.

H. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

I. DEPOSITS:

During the year under review, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. 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.

J. LOAN FROM DIRECTORS:

During the year under review, the Company has not taken any loan from its directors and their relatives.

2. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATIONS AND JOINT VENTURE COMPANIES:

During the Financial Year under review, the Company has one Unlisted Wholly owned Owned Subsidiary, Mangalam Laboratories Private

Limited, and has no Associate and Joint Venture.

Report on Subsidiary of Company: Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements, highlights of the performance of the subsidiary are furnished in Form AOC -1 is annexed hereto and marked as Annexure - A and forms part of this Report.

Financial Statements of Subsidiary of Company: The details regarding the contribution of the subsidiary to the overall performance of the Company during the Financial Year have been included in the Consolidated Financial Statements of the Company for the Financial Year 2023-24 which is provided in this Annual Report.

Further, the Audited Standalone Financial Statements of the Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company is available on the website of the Company at https://www.mangalamdrugs.com/investors/. Members interested in obtaining a copy of the Audited Standalone Financial Statements of the Mangalam Laboratories Private Limited, a Wholly owned owned Subsidiary of the Company may write to the Company at cs@mangalamdrugs.com Policy for Material Subsidiary: In terms of Regulation 16 (1) (c) of Listing Regulations and Companys Policy for Determining Material Subsidiary, Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company is not a material subsidiary of your Company.

Independent Director of Subsidiary of Company: Further, in terms of explanation to Regulation 24(1) of the Listing Regulations, the requirement of appointing an Independent Director of the Company on the board of directors of Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company is currently not applicable.

Functions of Audit Committee for Subsidiary of Company: The Audit Committee reviews the investments made by Mangalam Laboratories

Private Limited and the statement of all significant transactions and arrangements entered by Mangalam Laboratories

Wholly owned Subsidiary of the Company. Also, the minutes of board meetings of Mangalam Laboratories Private Limited and detailed presentations on business performance of Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company, are placed before the Board.

Change in Nature of Business of Subsidiary of Company: During the Financial Year under review, there has been no change in the nature of business of the Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company and there were no additions / deletions in the number of Associate Companies, Joint Venture, and subsidiary of your Company as on March 31, 2024. Remuneration drawn from Subsidiary Company: No director or key managerial personnel has withdrawn remuneration or commission from Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company.

Loan to Subsidiary: During the Financial Year under review, the Company has not provided any loan to its Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company.

Secretarial Audit of Subsidiary of Company: In terms of Regulation 24A of the Listing Regulations, the Secretarial Audit of Mangalam Laboratories Private Limited, a Wholly owned Subsidiary of the Company, is not applicable.

3. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY:

The Company does not have Holding Company and hence the said clause is not applicable. Details pertaining to subsidiary covered herein above.

4. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company for Financial Year 2023-24 is attached to this report. Further, Your Company does not have investment in any Associate / Joint Venture Company as on March 31, 2024.

5. DISCLOSURE OF LOANS AND ADVANCES IN NATURE OF LOAN TO SUBSIDIARIES AND ASSOCIATE OF THE COMPANY:

The Company does not have associate as on March 31, 2024.

Further, the company has not provided any loans and advances in nature of Loan to its Wholly owned Owned Subsidiary i.e., Mangalam Laboratories Private Limited.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement containing the necessary information for conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134 (3) (m) of the Act read with rule 8 of Companies (Accounts) Rules, 2014 is annexed to the Annual Report as Annexure – B.

7. RELATED PARTY TRANSACTIONS:

A. THE PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability. These transactions are not likely to have any conflict with the Companys interest.

All Related Party Transactions up to March 31, 2024 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2023-24. The transactions entered pursuant to the omnibus approval so granted were audited and a statement giving details of all related party transactions was placed before the Audit Committee for its review on a quarterly basis. The particulars of transactions between the Company and its related parties as per the Accounting Standard-18 are set out in Notes to Accounts in the Annual Report. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. An abridged policy on related party transactions has been placed on the Companys website at: https://www.mangalamdrugs.com/wp-content/ uploads/2022/08/Policy-on-Related-Party-Transaction_MDOL.pdf.

B. DISCLOSURE OF RELATED PARTY TRANSACTION WITH PERSON OR ENTITY BELONGING TO PROMOTER & PROMOTER GROUP:

During the year under review, the Company has not made any transaction with person to Promoter & Promoter Group that hold 10% or more shareholding of the Company except the Company has received rent from Shri JB Pharma Private Limited (Formerly known as Shri JB Pharma LLP). Also, the Board of Directors of the Company in its meeting held on 18th June 2024 has approved the Scheme of Merger by Absorption of Mangalam Laboratories Private Limited ("MLPL" or "First Transferor Company") and Shri JB Pharma Private Limited (Formerly known as Shri JB Pharma LLP) ("SJPPL" or "Second Transferor Company") with Mangalam Drugs and Organics

Limited ("MDOL" or "Transferee Company"). The Company is yet to receive No Objection Certificates from both the Exchanges as per Regulation 37 of Listing Regulations as on date of report.

8. MATTERS RELATED TO INDEPENDENT DIRECTORS: A. DECLARATIONS BY INDEPENDENT DIRECTORS:

The independent directors have submitted the Declaration of Independence, as required pursuant to section 149 (7) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided in sub-section (6). There has been no change in the circumstances, which has affected their status as independent director. Further, they also declared that they have complied with Rule 6 (1) of the Companies (Appointment and

Qualifications of Directors) Rules, 2014 with respect to the inclusion of name in the data bank created by the Indian Institute of Corporate

Affairs.

B. EVALUATION BY INDEPENDENT DIRECTOR:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Director has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder relationship Committees. The way the evaluation has been carried out has been explained in the Corporate Governance Report. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was discussed in the Board meeting at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

C. OPINION OF BOARD OF DIRECTORS PERTAINING TO INDEPENDENT DIRECTORS OF THE COMPANY:

In the opinion of the Board of Directors, all the independent directors on the Board of the Company are independent of the management and complies with criteria of Independent Director as submitted by them under Companies Act, 2013 and under Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. They possess integrity, expertise and also have vast experience which is necessary or suitable to be the Director of the Company. Further, they have no pecuniary relationship other than sitting fee for attending meetings.

9. MATTERS RELATING TO BOARD OF DIRECTORS

A. MEETING OF BOARD OF DIRECTORS OF THE COMPANY DURING THE FINANCIAL YEAR 2023-24:

During the year under review, the Board met 6 (Six) Board Meetings were convened and held on May 30, 2023, August 10, 2023, September 30, 2023, November 08, 2023, February 13, 2024, and March 15, 2024, in accordance with the provisions of the Companies Act, 2013 to discuss and decide on various business strategies, policies and other issues. The intervening gap between any two Meetings was not more than the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Company has complied with the applicable Secretarial Standards in respect of all the above-Board Meetings. The detailed composition of Board of Directors and requisite details are given in the Corporate Governance Report.

B. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Board of Directors has adopted a formal mechanism for evaluating various aspects of the Boards functioning its performance and as well as that of its committee i.e., Audit, Nomination and Remuneration, Stakeholders Relationship and individual directors. The criteria for performance evaluation of the Board include aspects like composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, experience, competencies etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of Individual Director who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest. The Board of Directors expressed their satisfaction with the evaluation process.

10. APPOINTMENT, RE-APPOINTMENT AND RESIGNATION OF DIRECTORS DURING THE YEAR 2023-24:

The Board of Directors of the Company is led by the Executive Chairman and comprises of five other Directors as on March 31, 2024, including three Independent Directors which includes one Woman Director as required under Section 149 (1) of the Companies Act, 2013. The composition of the Board is in conformity with the provisions of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Appointment:

No appointment of any director was made during the Financial Year under review. However, the Board approved the re-appointment of Shri Brijmohan M. Dhoot as Whole Time Director of the Company for a further period of 3 years i.e. from August 14, 2024 to August 13, 2027 Board approved- The Re-Appointment Of Shri Govardhan M. Dhoot, Managing Director Of The Company For Another Term Of 3 Years W.e.f. 01st November 2024 Till 31st October 2027: Reappointment: During the Financial Year under review, there was no change in composition of Key Managerial Personnel of the Company. However the Board approved the re-appointment of Shri Brijmohan M. Dhoot as Whole Time Director of the Company for a further period of 3 years i.e. from August 14, 2024 to August 13, 2027.

Change in Designation:

No Change in designation of any director was made during the Financial Year under review. However, the members of the Company have approved continuation of Shri Govardhan M. Dhoot as a Managing Director of the Company on attaining the age of Seventy Year by way of Special Resolution passed through Postal Ballot on April 30, 2023.

Retire by Rotation:

Shri Rakesh Kishinchand Milwani (DIN: 01115469) is retiring by rotation in this 51st Annual General Meeting and is offering himself for reappointment.

11. APPOINTMENT, REAPPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONS DURING THE YEAR 2023-24:

Board Approved- The Re-Appointment Of Shri Govardhan M. Dhoot, Managing Director Of The Company For Another Term Of 3 Years W.e.f. 01st November 2024 Till 31st October 2027:

12. COMMITTEES OF BOARD OF DIRECTORS OF THE COMPANY:

As on the date of approval of Directors Report, following are the Committees of Board of Directors of the Company constituted under Companies

Act, 2013, Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Companies Act 2013 and applicable regulations of Securities and Exchange Board of India (SEBI Regulations). Composition of the following Committees are also hosted on the website of the Company at https://www.mangalamdrugs.com/wp-content/uploads/2022/08/Terms-of-Reference-of-all-Committees_MDOL.pdf.

A. AUDIT COMMITTEE (AC)

B. NOMINATION AND REMUNERATION COMMITTEE(NRC) C. STAKEHOLDERS RELATIONSHIP COMMITTEE(SRC) D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSRC)

E. INTERNAL COMPLAIN COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The constitutions, composition, terms of reference, details of meetings and attendance of members of afore-mentioned Committees have been mentioned in the Corporate Governance Report. Further, the Board of Directors has also formed an Executive Committee (EC), which is a non-mandatory committee and delegated power to EC members to consider and approve day-to-day business matters. The decisions taken by the EC members are considered on record by the Board in their meetings F. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In accordance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of SEBI (LODR) Regulations 2015 the Company already has in place "Vigil Mechanism Policy" (Whistle Blower Policy) for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The policy is also available on the Companys website at https://www.mangalamdrugs.com/wp-content/uploads/2022/08/Whistle-Blower-Policy.pdf G. RISK MANAGEMENT POLICY:

The Company is not required to constitute Risk Management Committee pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the Board of Director in pursuance to Regulation 17 (9) (b) has laid down risk management plan to deal with the risks that might become threat to the existence of the Company and subsequently affect the going concern status of the Company. Risks are classified in different categories such as Financial, Operational, Legal and Strategic risks. These risks are reviewed from time to time and controls are put in place with specific responsibility of the concerned officers of the

Company. Further, a separate section on probable risks and their management is provided in the Management Discussion and Analysis (MD&A) Report. The Company has in place a Policy on Risk Management for systematic approach to control risks.

13. AUDITORS & REPORTS:

A. STATUROTY AUDITORS OF THE COMPANY:

• Appointment: At the 48th Annual General Meeting of the Company, M/s. S. Somani & Co., Chartered Accountants (FRN: 117589W) was appointed Statutory Auditors of the Company for a period of 5 years from the conclusion of 48th AGM until the conclusion of the 53rd Annual General Meeting to be held in the year 2026.

• Explanations or Comments on the Qualification, Reservation or Adverse Remark or Disclaimer made by the Auditor in his report:

The auditor has not expressed any qualification or adverse remark in his report.

B. SECRETARIAL AUDITORS OF THE COMPANY:

As per Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force the Company had appointed M/s Rakhi Dasgupta & Associates - Practicing Company Secretaries to conduct Secretarial Audit for the financial year 2023-24. The

Secretarial Audit Report in form MR.3 for the Financial Year ended March 31, 2024, is attached herewith as Annexure – C to this report. Management reply on observations marked out by Secretarial Auditor is given below:

Observations/ Remarks of the Secretarial Auditor	Management Reply
Following E forms have been filed by the Company after its due date:
1. E Form AOC 4 XBRL for Financial Statements for Financial Year 2022-23
2. E Form MGT 7 as Annual Return for Financial Year 2022-23
3. E Form DPT 3 as Return of Exempted Deposit for Financial Year 2022-23
4. Form IEPF 2 as Statement of unclaimed and unpaid amounts for Financial Year 2022-23	The suitable steps were taken by the Company after identification. The said forms have been filed with the Registrar of Companies.
5. E Form MGT byCompanywithAdditionalFees and as on 6 as Return to file declaration E-Formswere filed date both received under Section 89 of Companies Act, 2013.	The clarification was sought by NSE vide its communication dated May 07, 2024 and the Company had clarified to the NSE on May 08 2024. The management in its clarification responded that there was a change in the period of announcement from 24 hours to 12 hours / 30 Minutes as per the SEBI (Listing Obligations and Disclosure requirements) (Second Amendment) Regulations, 2023 for outcome of Board Meeting where Scheme of Merger is considered. Based on said amendment, the outcome was inadvertently filed within 24 hours from the conclusion Board Meeting due to oversight of said amendment which was effective from 15.08.2023 and as a result the listed entity failed to submit the announcement within timeframe of 30 minutes
6. E Forms MSME for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprises (Half Year March 2023 and Half Year September 2023)	BSE and NSE vide their communication dated 14th December 2023 (Exchange Letters), imposed fine as follows on the Listed Entity with respect to certain non-compliance / delayed compliance under Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Fine imposed as follows:
7. E Form CHG 4 for satisfaction of Charge created in favor of Bank of Baroda	A. BSE – Rs.3,66,980/- (Inclusive of applicable taxes). B. NSE – Rs.3,66,980/- (Inclusive of applicable taxes).
8. E Form CHG 1 for modification of Charge created in favor of Bank of India The Company submitted outcome of the Board Meeting on 16th March 2024 I.e., within 24 Hours of the closure of the Board Meeting instead of 30 Minutes for considering Scheme of Merger by Absorption at Board Meeting held on 15th March, 2024	With respect to action taken by BSE & NSE, the listed entity filed a waiver letter on BSE and NSE respectively. The Listed Entitys representation for waiver of fine was placed before the "Request Review Committee" of BSE and NSE and such request for waiver was approved by BSE and NSE on February 01, 2024. The same was intimated to exchanges by the listed entity on 1st February, 2024
The Company did not submit the Cash Flow Statement at time of filing Financial Results for the Quarter and Half Year ended 30th September, 2023

Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 inter-alia requires every listed company to annex with its Boards report, a Annual Secretarial Compliance Report given by a Company Secretary in practice, in the prescribed form. The Annual Secretarial Compliance Report given by M/s Rakhi Dasgupta & Associates - Practicing Company Secretaries for the Financial Year 2023-24 is annexed hereto and marked as Annexure – D.

C. COST AUDITORS OF THE COMPANY:

As per Section 148 of the Act read with rules framed thereunder, Rampurawala Mohammed A & Co., Cost Accountants, (Membership No. 32100) was appointed as Cost Auditors for the Financial Year 2023-24 to conduct cost audit of the accounts maintained by the Company in respect of the Bulk Drugs as prescribed under the applicable Cost Audit Rules.

Further, Rampurawala Mohammed A & Co., Cost Accountants have certified that their appointment is within the limits of Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified from being re-appointed within the meaning of the said Act. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. D. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

During the Financial Year under review, the Statutory Auditors have not reported any incident of fraud to the Audit Committee or to the Board of Directors of the Company.

E. INTERNAL AUDIT AND INTERNAL CONTROL SYSTEMS:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. Your Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has an Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements. It comprises of experienced professionals who conduct regular audits across the Companys operations. The

Company has also appointed a firm of Chartered Accountants as Internal Auditors, who review the various functions of the Company thoroughly and report to the Audit Committee. During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting ("ICOFR") and finalized processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors. The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report. No significant events had come to notice during the year under review that have or are reasonably likely to materially affect IFC. Considering the business operations of the Company, the Management believes that the

IFC and other financial reporting were effective and adequate during the year under review.

Further, the adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditors Report) Order, 2020.

The Company had appointed M/s. Bipin Zavar & Associates, Chartered Accountants, as Internal Auditor of the Company for the Financial Year 2023-24.

14. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, the draft Annual Return for the Financial Year ended March 31, 2024 made under the provisions of Section 92 (3) of the Act is made available on the website of the Company and can be accessed at: https://www.mangalamdrugs.com/wp-content/uploads/2024/09/Form-MG-7-31.03.2024.pdf

15. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure – E and forms part of this Report.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197 (12) of the Act read with sub-rules 2 & 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure – F.

17. ANNUAL REPORT ON CSR ACTIVITIES / INITIATIVES FOR FINANCIAL YEAR 2023-24:

The Company is not required to provide Annual Report on Corporate Social Responsibility activities / Initiatives for Financial Year 2023-24 as the Company does not fall under the criteria provided under section 135 (1) of Companies Act, 2013.

18. CORPORATE GOVERNANCE REPORT:

The Corporate Governance Report pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as Annexure – G and forms part of this Report.

19. DETAILS OF PENDING PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG-WITH THEIR STATUS AS THE END OF THE FINANCIAL YEAR:

The said clause is not applicable.

20. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

The said clause is not applicable.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

Save and except as discussed in the Annual Report, no material changes have occurred and no commitments were given by the Company which affects the financial position between the end of financial year to which the financial statements relate and the date of this report.

22. LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Companys business operations. We are subject to laws and regulations in diverse areas as trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain compliant with relevant laws and legal obligations.

23. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

24. DIRECTORS 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, 2024, the Board of Directors hereby confirms that

A. In the preparation of the Financial Statements, for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed and that there is no material departures.

B. Appropriate accounting policies have been selected 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 as of March 31, 2024, and of the loss of the Company for the Financial Year ended March 31, 2024.

C. Proper and sufficient care has been taken for 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 Financial Statements have been prepared on a "Going Concern" basis. E. Proper Internal Financial Controls were followed by the Company and that such internal financial operating effectively.

F. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

25. OTHER DISCLOSURES

A. DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

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

In accordance with Regulation 34 of the Listing Regulations, Business Responsibility Report is not applicable to the Company.

26. CAUTIONARY STATEMENT:

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

27. APPRECIATION / ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation for the steadfast commitment and highly motivated performance by the employees at all levels which was instrumental in sustained performance of the Company. The Directors are also grateful and pleased to place on record their appreciation for the assistance and cooperation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your directors are also grateful to the customers, suppliers and business associates of your Company for their continued cooperation and support Compliance with laws and regulations is an essential part of your Companys business operations. We are subject to laws and regulations in diverse areas as trademarks, copyright, patents, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes.

Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

	For and On Behalf of the Board of Directors
	Sd/-
	Mr. Govardhan M. Dhoot
Place : Mumbai	Chairman & Managing Director
Date : 13th August, 2024	DIN: 01240086