Mangalam Global Enterprise Limited , Ahmedabad

The Board of Directors hereby submits the 12th report of the business and operations of your Company ("the Company"), along with the Standalone & Consolidated Audited Financial Statements, for the Financial Year ended on March 31, 2022.

FINANCIAL HIGHLIGHTS:

The summarized financial performance highlights are as mentioned below:

Previous year figures have been regrouped / re-arranged wherever necessary.

The Company is mainly engaged into: a. Manufacturing of Edible Oil / Non-edible Oil and Agricultural Products i.e., Soya Oil, Soya Meal, Soya De Oiled Cake, Mustard Oil, Mustard Meal, Mustard De Oiled Cake, Refined Castor Oil First Special Grade (FSG), Castor De-Oiled Cake and High Protein Castor De-Oiled Cake, Cotton Bales. b. Trading including domestic and export of Agricultural Products i.e. Wheat, Rice etc. Further, processing of wheat and rice started on 15th December, 2021.

Further, your Company took part in the e-auction of immovable and movable property of Kaneri Agro Industries Limited ("KAIL"), conducted by Bank of Baroda ("Bank") and your Company being declared as H1 in the said e-auction, was handed over the possession of Unit: Bavla, Gujarat i.e. (i) Immovable Property of KAIL admeasuring area of 13873 sq.mtrs situated at Block/Survey No. 155/paiki of Khata No. 447 of Village Lodariyal, Taluka: Sanand, in the registration District: Ahmedabad and Sub-District: Sanand (Gujarat) and also (ii) Movable Property i.e. Plant and Machinery located at the said premises by the Bank for processing of Wheat and Rice. The Commercial Production/Operations at Unit Bavla – Wheat & Rice Processing Unit commenced w.e.f December 15, 2021.

Furthermore, the Company has also entered into B2C market by launching new products in Edible Oil i.e Refined Soyabean Oil, Refined Vegetable Oil and Pungent Mustard Oil under the Brand Name "LAGNAM".

During the year, due to commercial viability reason the Lease Agreement of Unit : I - Cotton Unit situated at Survey No. 124 and 122, Harij-Kukrana Road, Village – Jaska, Taluka – Harij, District- Patan – 384240, Gujarat and Unit : II - Castor Oil Unit situated at Survey No. 355/P1 and 355P1/P1, Harij-Kukrana Road, Village - Jaska, Taluka -Harij, District-Patan - 384 240, Gujarat was terminated with effect from January 25, 2022.

The Company's plants are operated (i) Unit Bundi - Soya and Mustard Oil Unit: at Khasra No. 564/155, 565/155, 566/155, 567/155, 845/568 Ramganj Balaji, NH12, District Bundi-323001, Rajasthan and (ii) Unit Bavla – Wheat & Rice Processing Unit: Block/Survey No. 155/paiki of Khata No. 447 of Village Lodariyal, Taluka: Sanand, Sub-District: Sanand, District: Ahmedabad, Gujarat

At present, the Company is operating with two (2) plants at above mentioned locations.

Standalone operating results:

During the year under review, Revenue from Operations of the Company is Rs. 1,18,876.20 Lakhs as compared to Rs. 90,815.31 Lakhs in the previous financial year.

During the year under review, the Company has earned a Profit Before Tax (PBT) of Rs. 520.97 Lakhs and Profit After Tax (PAT) of Rs.

391.28 Lakhs as compared to Profit Before Tax (PBT) of Rs. 702.73 Lakhs and Profit After Tax (PAT) of Rs. 528.68 Lakhs, respectively, in the previous financial year.

Consolidated operating results:

During the year under review, on a Consolidated basis, your Company (together with its Subsidiaries) has earned Revenue from Operations Rs. 1,27,727.63 Lakhs as compared to Rs. 95,987.42 Lakhs in the previous financial year. Correspondingly, the Consolidated Profit Before Tax and Consolidated Profit After Tax registered during the year under review is Rs. 449.90 Lakhs and Rs. 361.46 Lakhs, respectively, as compared to Consolidated Profit Before Tax and Consolidated Profit After Tax of Rs. 594.08 Lakhs and Rs. 473.85 Lakhs, respectively, in the previous financial year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company for the financial year 2021-22 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report.

DIVIDEND:

The Directors have recommended a dividend of Rs. 1/- (10%) per equity share for the year ended March 31, 2022 (previous year Rs.1/- per equity share) subject to approval of members in the ensuing Annual General Meeting.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction of income tax at source. Your Company shall, accordingly, make the payment of the final Dividend after deduction of tax at source.

TRANSFER TO RESERVES:

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

COMPANY BACKGROUND:

Mangalam Global Enterprise Limited Bearing Corporate Identification Number L24224GJ2010PLC062434 was originally incorporated as "Hindprakash Colourchem Private Limited" under the Companies Act, 1956 on September 27, 2010. Further, name of the Company was changed to Mangalam Global Enterprise Private Limited and a Fresh Certificate of Incorporation consequent to change of name was issued on July 31, 2014 by Registrar of Companies, Ahmedabad. Further, the Company was converted in to Public Limited Company and the name of the Company was changed to "Mangalam Global Enterprise Limited" and a Fresh Certificate of Incorporation consequent upon conversion of Company from Private Limited to Public Limited dated September 30, 2019 was issued by the Registrar of Companies, Ahmedabad. Further, the Company came out with the Initial Public offer (IPO) and securities of the Company were listed and admitted to dealings on the Emerge platform of National Stock Exchange of India Limited ('NSE') on November 27, 2019. Then after, the securities of the Company got migrated from SME Emerge Platform of NSE to Main Board of NSE from December 23, 2020.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main objects of the Company.

CHANGE IN THE REGISTERED OFFICE:

During the year under review, the registered office has been shifted from 101, Mangalam Corporate House, 19/B, Kalyan Society, Near M.G. International School, Mithakhali, Ahmedabad -380 006, Gujarat, India to 101, Mangalam Corporate House, 42, Shrimali Society, Netaji Marg, Mithakhali, Navrangpura, Ahmedabad -380 009, Gujarat, India with effect from October 21, 2021.

SHARE CAPITAL:

During the year under review, the following changes have taken place in the authorized and paid-up share capital of the Company:

• AUTHORIZED CAPITAL:

(i) The Authorised Share Capital of the Company was increased from Rs. 40,00,00,000/- (Rupees Forty Crore Only) divided into 40000000 (Four Crore) Equity Shares of Rs. 10/- each to Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into

50000000 (Five Crore) Equity Shares of Rs. 10/- each vide Ordinary Resolution passed by the Members in the Annual General Meeting held on September 30, 2021.

• ISSUED, SUBSCRIBED & PAID-UP CAPITAL AND ALLOTMENTS:

The details of Allotment of Equity Shares made during the Financial Year 2021-22 are given as under:

During the Financial Year 2021-22, the Company issued 3750000 Convertible Equity Warrants at a price of Rs. 52/- per Warrant (convertible into equivalent number of fully paid up Equity Shares of face value of Rs. 10/- each at a premium of Rs. 42/- each), the details of which are as under:

During the Financial Year 2021-22, 937500 Warrants were converted into equity shares of Rs. 10/- each at a premium of Rs. 42/ - each, the details of which are as under:

At present, the paid-up capital of the Company is Rs. 26,02,23,615/- (Rupees Twenty Six Crore Two Lakh Twenty Three Thousand Six Hundred Fifteen Only) divided into 26023615 (Two Crore Sixty Lakh Twenty Three Thousand Six Hundred Fifteen) Equity Shares of Rs. 10/- each.

• There was no reduction of share capital or buy back of shares or changes in capital transaction resulting from restructuring.

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

• The Company has not issued sweat equity shares to its directors or employees.

• The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

• During the financial year 2021-22, the Company has not made allotment of any securities, other than equity shares and convertible equity warrants, and as such, the requirement for obtaining credit rating was not applicable to the company.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

No amount of unclaimed dividend is due for transfer to the Investor Education and Protection Fund administered by the Central Government pursuant to Section 124 and 125 of the Companies Act, 2013. Further, the Company does not have any unclaimed shares pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund), Rules, 2016 as notified from time to time.

UTILISATION OF FUNDS RAISED UNDER PREFERENTIAL ISSUE:

The Company had raised funds of Rs. 853.125 Lakhs through Preferential Issue of 3750000 Convertible Equity Warrants at a price of Rs. 52/- per warrant during the financial year 2021-22 and the entire funds have been utilized in the manner as proposed in the Offer Document/Special resolution approved by shareholders through Postal Ballot dated November 7, 2021 in the financial year 2021-22. The details of which are hereunder:

Further, there was no deviation/variation in the utilization of the funds raised through Preferential Issue.

• Board of Directors and KMP:

The Board of Directors of the Company is led by the Executive Chairman and other seven Directors which comprises of two Managing Directors, four Independent Directors and one Non-Executive Director (other than Independent Director). As on March 31, 2022, the Board was constituted with Mr. Vipin Prakash Mangal, Chairman, Mr. Chanakya Prakash Mangal, Managing Director, Mr. Chandragupt Prakash Mangal, Managing Director, Mr. Praveen Kumar Gupta, Mr. Madhusudan Garg, Mr. Shubhang Mittal, Mr. Anilkumar Shyamlal Agrawal, Independent Directors and Mrs. Sarika Modi, Non-Executive Director.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided at page no. 63 of this Annual Report.

• Appointment:

None of the person was appointed as Directors of the Company during the financial year 2021-22.

• Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mr. Vipin Prakash Mangal (DIN:02825511), Director, retires by rotation at the 12th Annual General Meeting and being eligible, offered themselves for re-appointment.

• Cessation

During the year 2021-22, none of the Directors ceased to be a Director of the Company.

• Key Managerial personal:

The Board of Directors in their meeting held on February 13, 2022 approved change in designation of Mr. Vipin Prakash Mangal (DIN: 02825511) from ‘Chairman and Executive Director' to ‘Chairman' of the Company, change in designation of Mr. Chanakya Prakash Mangal (DIN: 06714256) from Joint Managing Director & COO (Chief Operating Officer) to Managing Director and change in designation of Mr. Chandragupt Prakash Mangal (DIN: 07408422) from Joint Managing Director & CEO (Chief Executive Officer) to Managing Director of the Company with effect from February 14. 2022. Further, there is no change in nature of appointment. All other terms and conditions of their appointment are remain unchanged.

BOARD MEETINGS HELD DURING THE YEAR:

During the financial year 2021-22, Fifteen (15) Board Meetings were held, the details of which are give below:

COMMITTEES OF THE BOARD OF DIRECTORS:

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ‘SEBI (LODR) Regulations, 2015') and as part of the best governance practice, the Company has constituted following Committees of the Board.

I. Audit Committee

II. Stakeholders Relationship Committee III. Nomination and Remuneration Committee IV. Corporate Social Responsibility (CSR) Committee V. Management Committee

Details of the composition of the Board and its Committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the rules thereof and the SEBI (LODR) Regulations, 2015, the Board has carried out the evaluation of annual performance of its own, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors were done by the entire Board of Directors which includes: I. Performance of the Directors and II. Fulfillment of the Independence criteria as specified in the regulations and their independence from the management. The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Company's Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Agricultural Industry as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at www.groupmangalam.com

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel. The Nomination and Remuneration Policy is outlined in the Corporate Governance Report which is a Part of this Report. The detailed Policy is placed on the website of the Company at www.groupmangalam.com

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states that—a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same; b) the Directors 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 and of the profit of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the Annual Accounts on a going concern basis; e) the Directors 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) the Directors have devised proper systems to ensure compliance with the provisions of all applicable Laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules thereof, M/s. K K A K & Co., Chartered Accountants, (Firm Registration No.: 141173W) Ahmedabad have been appointed as Statutory Auditors of the Company at the 10th Annual General Meeting of the Company held on August 13, 2020 for a period of five years from the conclusion of the 10th Annual General Meeting till the conclusion of 15th Annual General Meeting to be held in the calendar year 2025.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would be required to be mentioned in the Directors' Report.

COST AUDITORS:

The Cost Audit Report for the financial year ended March 31, 2021 has been filed within stipulated time frame. Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in their meeting held on April 29, 2022, on the recommendation of the Audit Committee, have appointed M/s A.G. Tulsian & Co., Cost Accountants, Ahmedabad (Firm Registration No.: 100629) as the Cost Auditor of the Company to audit the cost records of the Company for the financial year 2022- 23. Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the Companies Act, 2013 and rules thereof.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed SCS and Co. LLP (LLPIN: AAV-1091), Practicing Company Secretaries (ACS-41942, CP No. 23630), Ahmedabad to conduct a Secretarial Audit of the Company. The Secretarial Audit Report for the year ended March 31, 2022 is annexed herewith as Annexure "A" to this Board's Report. There were no qualifications/observations/reservations and adverse remark in the Secretarial Audit Report.

PARTICULAR OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed as Annexure "B" to this report.

Further, Executive Director and/or Managing Directors have not received any remuneration or commission from any of subsidiary of the Company for the financial year under review. Further, the Company does not have any Holding Company. As such, disclosure regarding receipt of the remuneration or commission by the Managing Director(s)/Whole Time Director from the subsidiary of the Company under provisions of Section 197(14) of the Companies Act, 2013 is not required.

SUBSIDIARIES, ASSOCIATE AND JOUINT VENTURE COMPANIES AND LLP:

As on March 31, 2022, the Company has following subsidiaries (including LLP):

During the financial year 2021-22, the Company sold and transferred the entire equity share holding (60109 Equity Shares –representing 51.01%) held by the Company in one of the Subsidiary Company namely Rajgor Castor Derivatives Private Limited (erstwhile Ardent Castor Derivatives Private Limited and Hindprakash Castor Derivatives Private Limited) (RCDPL) at a price of Rs. 340/- which is equal to almost investment price. Further, as per the discussions, negotiation and mutual understanding between the Company and new promoters of RCDPL, the sale and transfer of the said shares were effective from December 31, 2021. Pursuant to such sale and transfer of shares, RCDPL ceased to be subsidiary of the Company with effect from December 31, 2021. Further, Farpoint Enterprise LLP ceased to be subsidiary of the Company with effect from close of business hours at 31st March, 2022.

During the year, the Board of Directors reviewed the affairs of the subsidiaries.

Further, a statement containing the salient features of the financial statements of its respective subsidiaries of the company in the prescribed format i.e. Form AOC-1 is annexed to this Report as Annexure "C".

Except above, the Company does not have any joint venture or associate companies.

Pursuant to the Section 136 of the Companies Act, 2013, the financial statements of the company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries companies/LLP, are available on the website of the company www.groupmangalam.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The Company constituted Corporate Social Responsibility Committee on June 25, 2021. During the financial year ended 31st March, 2022, the Company has incurred CSR expenditure of Rs. 10,36,000/- (Rupees Ten Lakh Thirty Six Thousand Only) which is 2.09% of the average net profit of the past three financial years as against statutory requirement of 2%. The CSR Activities undertaken by the Company were under the thrust areas of Community Healthcare and Education. Your Company's major focus is to educate people and improve the quality of lives of people in the Communities in which it operates through Gurjar Vipassana Kendra, a meditation centre called "Dhammapith" in Ranoda Village, Ta: Dholka, Dist: Ahmedabad Gujarat for educating people through Vipassana Meditation. Vipassana, which means to see things as they really are, it is a logical process of mental purification through self-observation. Vipassana is one of the India's most ancient techniques of meditation. It was taught in India more than 2500 years ago as a universal remedy for universal ills. The technique of Vipassana is a simple, practical way to achieve real peace of mind and to lead happy, useful life. This technique of meditation is taught at ten day residential courses during which people learn the basics of the method and practice sufficiently to experience its beneficial results. Further, your Company also facilitates to provide hospitals with latest medical machines in order to improve the health related issues faced by society at large and recover from the same at early stage. One of the initiatives taken by the Company is donation of Electrical Neurosurgery Table to the Department of Neurosurgery, B.J. Medical College and Civil Hospital, Ahmedabad. Neurosurgery is not only a brain surgery but also the medical specialty concerned with the diagnosis and treatment of patients with injury to, or diseases/disorders of the brain, spinal cord and spinal column, and peripheral nerves within all parts of the body. Donation of such Electrical Neurosurgery Table would be extremely useful in the skull and brain surgeries.

The Company's CSR Policy Statement and Annual Report on the aforesaid CSR activities undertaken during the financial year ended 31st March, 2022, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure "D" to this report. CSR Policy is available on the Company's Website at www.groupmangalam.com.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The Company has devised proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent director, inter-alia, to oversee company's financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management. Further, the Board has also appointed M/s. RMJ & Associates LLP, as Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have adopted a policy on "Prevention of Sexual Harassment", through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

We have also constituted an Internal Complaints Committee to consider and address sexual harassment complaints in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/compliant reported under said Act.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance and Certificate from the Practicing Company Secretary regarding compliance of condition of corporate governance, as stipulated under SEBI (LODR) Regulations, 2015 is forming a part of this Annual Report. A Certificate of CFO of the Company in terms of the SEBI (LODR) Regulations, 2015, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure "I" to report on Corporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS (MDA):

Pursuant to Regulation 34(2)(e) read with part B of Schedule V of the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report is forming the part of this Annual Report.

DEPOSITS FROM PUBLIC:

The Company has not accepted any deposits from Public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

The particulars of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements which is a part of this Annual Report.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company's website on www.groupmangalam.com.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2021-22 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.groupmangalam.com

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments have occurred that would affect financial position of the Company from the end of the financial year of the Company to which the financial statements relate and the date of the directors' report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 as amended from time to time is annexed to this Report as Annexure "E".

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015, the Audit Committee consists of the following members: a) Mr. Madhusudan Garg (Independent Director) – Chairman b) Mr. Praveen Gupta (Independent Director)- Member c) Mr. Chandragupt Prakash Mangal (Managing Director)- Member The details of composition, terms of the reference and number of meetings & attendance at the meetings of Audit Committee held during the financial year is provided in the Corporate Governance Report which is part of this Annual Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy / vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015 for the genuine concerns expressed by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at www.groupmangalam.com

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149:

The Company has received declarations from Mr. Madhusudan Garg, Mr. Praveen Kumar Gupta, Mr. Shubhang Mittal and Mr. Anilkumar Shyamlal Agrawal, Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 alongwith in compliance in Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the Board / Committee of the Company.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and company's operations in future.

INSURANCE

The assets of your Company have been adequately insured.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks. During the year under review, the Management reviewed the risk management and minimization procedure adopted by the Company covering the business operations of the Company.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.groupmangalam.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors would like to express their appreciation for the assistance and co-operation received from the Company's customers, vendors, bankers, auditors, investors and Government bodies during the year under review. Your Directors place on record their appreciation of the contributions made by employees at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, co-operation and support.