Directors Report of MMP Industries Ltd.

Mar 31, 2025

The Board of Directors of the Company hereby present the Fifty-second (52^nd) Annual Report together with the Audited
Financial Statements (Standalone and Consolidated) of the Company for the year 2024-25.

1. COMPANY SPECIFIC INFORMATION

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized financial results (standalone) of the Company are as follows:-

PARTICULARS	FY 2024-25	FY 2023-24
PARTICULARS	(Rupees in Lakhs)
Revenue from Operations (Gross)	69185.99	57854.35
Other Income	154.55	134.14
Profit / loss before Depreciation, Finance Costs, Exceptional Items and Tax Expenses	6550.50	4756.10
Less: Depreciation / Amortization / Impairment	970.01	796.35
Profit / loss before Finance Costs, Exceptional items and Tax Expense	5580.49	3959.75
Less: Finance Costs	1019.26	684.30
Profit / loss before Exceptional items and Tax Expense	4561.23	3275.45
Add/(less): Exceptional items	_-	_-
Profit / loss before Tax Expense	4561.23	3275.45
Less: Tax Expense (Current & Deferred)	1227.10	833.13
Profit / loss for the year (1)	3334.13	2442.32
Total Comprehensive Income / loss (2)	(23.84)	(14.74)
Total (1 2)	3310.29	2427.58
Balance carried forward	3310.29	2427.58

During FY 2024-25, the total revenue from operations was at Rs. 69185.99 Lakhs as against Rs. 57854.35 Lakhs during
FY 2023-24. Revenue from operations during FY 2024-25 increased compared to the FY 2023-24.

During FY 2024-25 under review, the share of profits from the associate companies was Rs. 613.67 lakhs as compared
to profit of Rs. 721.66 in FY 2023-24.

1.2 AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES - TRANSFER TO
RESERVES (BALANCE SHEET)

The sum/s transferred to reserves and surplus (balance sheet) account/s viz., Capital Reserve (Special Capital Incentives),
Securities Premium, Retained Earnings, and closing balance/s thereof as at 31^st March 2025 (FY 2024-25) [Previous
Year FY 2023-24) is as follows:-

Sr. No.	Particulars	FY 2024-25	FY 2023-24
Sr. No.	Particulars	Amount in Rupees (Lakhs)
1.	Capital Reserve
	a. Opening Balance	40.32	40.32
	b. (Add) Additions during the year	--	--
	c. (Less) Transferred during the year	--	--
	Closing Balance	40.32	40.32

2.	Securities Premium
	a. Opening Balance	6789.49	6789.49
	b. Addition during the reporting period	--	--
	c. Expenses for Issue of Bonus Shares	--	--
	d. Expenses for Issue	--	--
	Closing Balance	6789.49	6789.49
3.	Retained Earnings
	a. Opening Balance	16090.54	13902.25
	b. (Add) Net Profit for the year	3334.13	2442.32
	c. (Add) Re-measurement of benefit of defined benefit plans (Net)	(15.90)	(254.02)
	d. Expenses for Increase in Authorized Share Capital	381.04	--
	Closing Balance	19027.72	16090.54
4.	Equity Instruments through OCI
	Opening Balance		0.03
	Net fair value gain on investments in equity instruments through OCI		(0.03)
	Closing Balance		-
5.	Remeasurement of Defined Benefit Plans
	Opening Balance	2.06	16.77
	(Add) Net Profit for the year	10.81	--
	(Add) Re-measurement of benefit of defined benefit plans (Net)	(23.84)	(14.71)
	Expenses for Increase in Authorized Share Capital		--
	Closing Balance	(10.98)	2.06

1.3 DIVIDEND

As per the Dividend policy of the company and considering the profitability and financial position of the company
and with a view to reward its Members for showing faith in the management, the Board of Directors recommended its
maiden Final Dividend @ 20% i.e., Rs. 2/- per equity share of face value of Rs. 10/- each, subject to approval of the
Shareholders at the ensuing 52^nd Annual General Meeting. the said dividend pay-out is in compliance with the
applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India
(ICSI).

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR
a) STATE OF COMPANYâS AFFAIRS

The overall performance of the respective division/s of the Company during the FY 2024-25 are provided
hereunder: -

ALUMINIUM POWDERS

The revenue for the segment in the FY 2024-25 was Rs. 43,835.43 Lakhs the revenue of Rs. 39,039.81 Lakhs in
FY 2023-24.

ALUMINIUM FOILS

The revenue for the segment in the FY 2024-25 was Rs. 15,441.20 Lakhs over the revenue of Rs 10,703.89 Lakhs
in FY 2023-24.

ALUMINIUM CONDUCTORS & CABLES

The revenue for the segment in the FY 2024-25 was Rs. 9666.99 Lakhs up over the revenue of Rs. 7865.91 Lakhs
of FY 2023-24.

FUTURE PLANS / PROSPECTS:-
Aluminium Powders

The Aluminium Powders division delivered strong revenue growth of 25% year-on-year in Q4FY25 and 12% for
the full year FY25, outperforming industry benchmarks and reflecting healthy demand.

However, demand has been subdued in Q1FY26, particularly from the explosives segment. Export volumes have
also declined due to the economic slowdown in Europe. Considering the current market conditions and the impact
of the recent fire incident (note below), we anticipate single-digit growth for the Powder division in FY26.

The Phase III capacity expansion of2,500 MTPA (Pyro and Flake) has been partially commissioned and is expected
to be fully operational by the end of Q2FY26.

Aluminium Foils

The Foil segment delivered exceptional revenue growth of 89% year-on-year in Q4FY25 and 44% for the full year
FY25, driven by strong demand across all product categories and consistent supply of foil stock from Hindalco,
our key supplier.

Our brand, MMP, continues to gain strong traction among foil customers, reinforcing our position as a preferred
vendor across diverse customer segments.

Margins have improved, supported by robust demand and the recent withdrawal of export incentives by the Chinese
Government, which has increased the cost of imports and benefited domestic producers.

Aluminium Conductors and Cables

The Aluminium Conductor and Cables division recorded strong revenue growth of 39% year-on-year in Q4FY25
and 23% for the full year FY25, driven by sustained demand in the segment.

We expect this positive momentum to continue in FY26 with further improved margins.

MMP Electricals Private Limited [MEPL] - WOS

During the period under review, the Company has incorporated its new WOS- Wholly Owned Subsidiary namely
MMP Electricals Private Limited on 24th September, 2025, to the manufacturing of composite insulators for the
power distribution and transmission sectors. This strategic decision marks the companyâs diversification from
aluminium products to electrical infrastructure products and exploit the market synergy with its conductor & cable
division. This diversification is aimed to take advantage of the golden era of electrical infrastructural development
in India.

Commercial production is expected to commence in Q2FY26 of Phase I, we anticipate to reach full capacity by
end of FY 25-26.

Encouraged by strong market feedback and the promising growth potential, the company has already initiated
Phase II expansion and will be completed by Q2 FY26-27.

b) CHANGE IN NATURE OF BUSINESS

During the FY 2024-25 under review, the Board of Directors, though exploring addition to existing business and
commercial activities, had neither been explored any change in nature of business and commercial activities for
the Company nor there is a change in nature of business and commercial activities of the Company. As such, no
specific details regarding change in nature of business activities are required to be given or provided.

d) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE
OF THE REPORT

During the FY 2024-25 under review, there are no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the financial year of the Company to which
the financial statements relates and the date of this report. As such, no specific details are required to be given or
provided.

1.5 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no occasion whereby the Company has either revised or required to revise the Financial Statement or the
Boardâs Report of the Company for any period prior to the FY 2024-25. As such, no specific details are required to be
given or provided.

2. GENERAL INFORMATION
OVERVIEW OF THE INDUSTRY

The details discussion on the overview of the industry is covered under Management Discussion and Analysis which
forms part of this report

ECONOMIC OUTLOOK

The details discussion on the Global Economic outlook is covered under Management Discussion and Analysis which
forms part of this report

3. CAPITAL AND DEBT STRUCTURE

During the FY 2024-25 under review, there was no change in the capital structure of the Company. The existing capital
Structure of the Company is as follows:

Particulars	31^st March 2025	31^st March 2024
	Amount (Rupees in Lakhs)
Authorised Share Capital 26000000 (26000000) Equity Shares of Rs. 10/- (Rupees Ten) each	2600.00	2600.00
Issued, Subscribed and Paid-Up Share Capital 25402613 (25402613) Equity Shares of Rs. 10/- (Rupees Ten) each	2540.26	2540.26

Further, the Company has neither issued any convertible or non-convertible securities, debentures, bonds, warrants,
shares with differential voting rights as to dividend, voting or otherwise, nor issued or granted ESOP, stock option, sweat
equity during the FY 2024-25.

4. CREDIT RATING OF SECURITIES

During the FY 2024-25 under review, the Company has neither issued nor required to obtain credit rating of its securities.
As such, no specific details are required to be given or provided.

CREDIT RATING FOR DEBT

CRISIL in their review for total credit facilities, has maintained the credit rating of the Company that of the previous
year. The details of credit rating assigned to the Company for its credit facilities are given below: -

Credit Facilities	Credit Rating
Long-Term Rating	CRISIL BBB /Stable
Short-Term Rating	CRISIL A2

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2024-25 under review, there were no amount/s which is required to be transferred to the Investor Education
and Protection Fund by the Company. As such, no specific details are required to be given or provided.

6. MANAGEMENT

6.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The changes amongst the Director/s including Executive Director/s and Key Managerial Personnel during the period are
as follows: -

(A) CHANGES AMONGST THE PROMOTER DIRECTOR/S

There were no changes took place amongst the Promoter, Director/s of the Company during the FY 2024-25
However Ms. Rohini Bhandari was appointed as Non Executive Director on 8th August, 2025..

(B) CHANGES AMONGST THE EXECUTIVE DIRECTOR/S

No changes took place amongst the Non-Promoter, Executive Director/s of the Company during the FY 2024-25.

(C) CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

There are no changes in Key Managerial Personnel during FY 2024-25.

As such, Mr. Arun Raghuvirraj Bhandari, [DIN - 00008901], Managing Director, [Category - Promoter &
Executive], Mr. Lalit Bhandari, [DIN - 00010934], Whole-time Director, [Category - Promoter & Executive], Mr.
Tenneti Narasimham Murthy, [DIN - 08342116], Whole-time Director, [Category - Non-Promoter & Executive],
Mr. Mayank Arun Bhandari, [01176865] Non-Executive Director (Category - Promoter, Non-Executive), CA
Sharad Mohanlal Khandelwal, Chief Financial Officer of the Company, and Ms. Madhura Ubale, Company
Secretary and Compliance Officer continued to act as the Key Managerial Personnel (KMP) of the Company,
pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended).

(D) DIRECTOR RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 (as amended), Mr. T. N. Murthy, [DIN - 08342116], Whole-time Director,
[Category - Executive], of the Company, retires by rotation and being eligible, offers himself for re-appointment.
The Board recommends his re-appointment as a Director [Category - Non-Executive] of the Company, in the
interest of the Company.

The Company has received the self-declaration/s from all the Executive Director/s of the Company, to the effect
that he (i) was or is not disqualified from being appointed and/or continued to act, as a Director of the Company in
terms of the provisions of Section 164 of the Companies Act, 2013; and (ii) was or is not debarred from holding the
office of a Director pursuant to any order of the SEBI or such other authority in terms of SEBIâs Circular No. LIST/
COMP/14/2018-19 dated 20th June 2018 on the subject âEnforcement of SEBI Orders regarding appointment of
Directors by listed companiesâ

The information (details) of Director/s of seeking appointment / re-appointment at the Fifty Second (52^nd) Annual
General Meeting of the Company, pursuant to Regulation 26(4) and 36(6) of the Listing Regulations and Secretarial
Standards on General Meetings (SS-2) is annexed to the Notice convening the Fifty Second (52^nd ) Annual General
Meeting of the Company].

6.2 INDEPENDENT DIRECTORS

CHANGES AMONGST THE INDEPENDENT DIRECTOR/S

Mr. Vijay Singh Bapna [DIN - 02599024] has been appointed as a Director [Category - Non-executive, Independent]
for a Second fixed term of consecutive Five (5) years i.e., from the conclusion of Forty-Eighth (48th) Annual General
Meeting up to the conclusion of Fifty-Third (53rd) Annual General Meeting of the Company to be held for the financial
year 2025-26 ending 31st March 2026. However, as per Regulation 17A of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, a special resolution was passed for continuation of his Directorship in the company
on 26^th August, 2023 as he is crossed age of 75 years w.e.f. 28th August, 2023.

There are following change in the composition of the Board of Directors of the Company. Mr. Sachin Nirgudkar [DIN -
06890618] was appointed as Non-Executive, Independent Director and Mr. Karan Yudhishtir Varma, [DIN - 06923525]
resigned on 8^th August, 2025 and during the period under review and accordingly, the Director/s namely, Mr. Sanjay
Sacheti [DIN: 00271310], , Mr. Vijay Singh Bapna, [DIN - 02599024} and Mr. Sunil Khanna, [DIN - 00907147] Ms.
Ulka Kulkarni, [DIN - 07085469], are continued as the Director/s [Category - Non-executive, Independent] of the
Company.

6.3 DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF
CONDUCT

The Company has received the self-declaration/s from all the Independent Director/s of the Company, to the effect that
he / she (i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [âListing Regulationsâ] and
also, duly complied with Code of Conduct prescribed in Schedule IV to the Act; (ii) was or is not disqualified from
being appointed and/or continued to act, as a Director of the Company in terms of the provisions of Section 164 of the
Companies Act, 2013; and (ii) was or is not debarred from holding the office of a Director pursuant to any order of
the SEBI or such other authority in terms of SEBIâs Circular No. LIST/COMP/14/2018-19 dated 20^th June 2018 on the
subject âEnforcement of SEBI Orders regarding appointment of Directors by listed companiesâ.

The Company has received the self-declaration/s from all the Director/s and Senior Management Personnel of the
Company, as to the due compliance of Companyâs Code of Conduct. As such, the Company do hereby confirm that the
Company has duly complied with the Companyâs Code of Conduct namely (i) MMP Code for Prohibition of Insider
Trading and MMP Code of Fair Disclosure, and (ii) MMP Code of Business Principles and Conduct.

6.4 BOARD MEETINGS

Seven (7) meeting/s of the Board of Directors of the Company were held during the FY 2024-25 under review, on (1)
24^th May 2024 (2) 22^nd July 2024 (3) 10^th August 2024 (4) 7^th October 2024 (5) 12^th November 2024 (6) 13^th February
2025 and (7) 17^th March 2025.

6.5 COMMITTEES

The Company has constituted all the requisite Committee(s) of the Board, namely Audit Committee, Nomination &
Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility (CSR) Committee,
Share Transfer Committee, Risk Management Committee and Project Monitoring Committee, pursuant to the provisions
of the Companies Act, 2013 read with the rules made there under and Listing Regulations. The details of its constitution,
objective or terms of reference and other related information has been provided under the Corporate Governance Report,
which forms part and parcel of the Boardâs Report.

6.6 RECOMMENDATIONS OF AUDIT COMMITTEE

There is no occasion wherein the Board of Directors of the Company has not accepted any recommendation/s of the
Audit Committee of the Company during the FY 2024-25. As such, no specific details are required to be given or
provided.

6.7 COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorâs appointment and remuneration and such other related information has been provided
under the Corporate Governance Report, which forms part and parcel of the Boardâs Report.

6.8 BOARD EVALUATION

The Companyâs policy on Board Evaluation and such other related information has been provided under the Corporate
Governance Report, which forms part and parcel of the Boardâs Report.

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (as amended) will be available at Corporate office of the company
on the day of Annual General Meeting.

6.10 REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR
SUBSIDIARY COMPANY

The Company do have following Subsidiary Companies:

1. MMP Electricals Private Limited incorporated on 24^th September, 2024

2. MMP Cables Private Limited incorporated on 6^th June, 2025

3. MMP Alutech Private Limited incorporated on 16^th June, 2025

6.11 DIRECTORSâ RESPONSBILITY STATEMENT
The Board of Directors confirms: -

(i) That in the preparation of the Annual Accounts (Financial Statements), the applicable Accounting Standards had
been followed along with proper explanation, relating to material departures;

(ii) That the Directors had 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 profits of the Company for that financial year;

(iii) That the Directors had 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;

(iv) That the Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls were adequate and operating effectively; and

(vi) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and
regulations and that such systems were adequate and operating effectively.

6.12 INTERNAL FINANCIAL CONTROLS

M/s Manish N. Jain & Company, Chartered Accountants, Nagpur, the Statutory Auditors of the Company, has reviewed
and accordingly, issued their Report on the Internal Financial Controls over the Financial Reporting, in terms of Clause
(i) of Sub-section 3 of Section 143 of the Act, which is annexed as an âAnnex - Bâ to the Independent Auditorsâ Report
of the Company. The Report on the Internal Financial Controls over the Financial Reporting for the FY 2024-25 do not
contain any qualification or adverse remarks. The observations made by the Statutory Auditors in their report are selfÂ¬
explanatory and have also been further amplified in the notes to the financial statements and as such, do not call for any
explanations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of
business. These procedures are designed to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

6.13 FRAUDS REPORTED BY AUDITOR
During the FY 2024-25 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the Company
are self-explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of Directors of
the Company.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

7.1 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURES

MMP ELECTRICALS PRIVATE LIMITED [MEPL] - WOS

Commercial production is expected to commence in Q2FY25-26 of Phase I, we anticipate to reach full capacity by end
of FY25-26.

Encouraged by strong market feedback and the promising growth potential, the company has already initiated Phase II
expansion and will be completed by Q2 FY26-27.

MMP CABLES PRIVATE LIMITED [MCPL] - WOS - Not Applicable as this was incorporated on 6^th June,
2025.

MMP ALUTECH PRIVATE LIMITED [MAPL] - WOS- Not Applicable as this was incorporated on 16th June,
2025.

STAR CIRCLIPS AND ENGINEERING LIMITED (âSCELâ)

Star Circlips & Engineering Limited reported Q4 FY25 revenue of '' 440 Mn (Q4 FY24: '' 418 Mn) and full-year
revenue of '' 1,689 Mn (FY24: '' 1,590 Mn). PAT stood at '' 67 Mn in Q4 FY25 (Q4 FY24: '' 81 Mn) and '' 218 Mn for
FY25 (FY24: '' 238 Mn).

TOYAL MMP INDIA PRIVATE LIMITED (TMI)

TMI reported Q4 FY25 revenue of '' 148 Mn (Q4 FY24: '' 141 Mn) and full-year revenue of '' 609 Mn (FY24: '' 628
Mn). PAT was '' (15) Mn in Q4 FY25 (Q4 FY24: '' 15 Mn) and '' 18 Mn for FY25 (FY24: '' 39 Mn).

7.2 COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

During the FY 2024-25 under review, the Company is Holding Company to following companies:

1. MMP Electrical Private Limited - from 24^th September, 2024 [CIN - U23934MH2024PTC432604]

2. MMP Cables Private Limited - from 6^th June, 2025 [CIN - U27310MH2025PTC450153]

3. MMP Alutech Private Limited - from 16^th June, 2025 [CIN - U27320MH2025PTC450616 ]

Also, Star Circlips & Engineering Limited [CIN - U 24110 MH 1974 PLC 017301] and TOYAL MMP India Private
Limited [CIN - U 36990 MH 2016 FTC 281521] were continued to be the Associate Companies of the Company during
the FY 2024-25.

8. DETAILS OF DEPOSITS

During the FY 2024-25 under review, the Company has neither invited nor accepted any public deposits within the
meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 (as amended). As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as
amended) are required to be given or provided.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the FY 2024-25 under review, the Company has secured guarantees in connection with the loan/s availed by
MMP Electricals Private Limited However, not made any investments pursuant to the provisions of Section 185 and 186
the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As
such, no specific details are required to be given or provided as the guarantee was within limits prescribed under Section
185 and 186 the Companies Act, 2013.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of contracts or arrangements or transactions not at armâs length basis and/or the details of contracts or
arrangements or transactions at armâs length basis for the FY 2024-25 in the prescribed Form No. AOC - 2 pursuant
to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 (as amended) are given in the Annex - B, which forms part and parcel of the Boardâs Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as an integral part of its business. Education specifically
Education for Girls, Women, Poor, Under-privileged or Disabled (Divyang), Special Education, Research, Training &
Skill Development, Environment, Health, Drinking Water, Rural Development, are some of the most critical problems
that our country has been facing for years. One of the most effective direct and indirect solutions to solve these is an
education, but a great number of peoples cannot afford to get them self-educated.

Keeping this in mind, the Board of Directors through its CSR Committee has implemented certain CSR projects either
directly or through implementing agency nominated by the CSR Committee of the Company. All the activities and
programme/s covered under CSR are being monitored and implemented by the CSR Committee of the Company. The
Company do confirm that the Company is in due compliance of the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Project/s of the Company
are in accordance with the provisions of Section 135 of, Schedule VII to, the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companyâs CSR Policy. The Annual Report
on the CSR Activities for the FY 2024-25 is given in the Annex - C, which forms part and parcel of the Boardâs Report.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, for the
FY 2024-25 as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are given in the Annex - D to this report.

13. RISK MANAGEMENT

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to its
business. It has framed the Risk Management Plan and adopted in its Risk Management Policy.

The Board of Directors based on the recommendations of the Risk Management Committee of the Company, periodically
reviews the Companyâs risk assessment and minimization procedures to ensure that management identifies and controls
risks through a properly defined framework. The details of the Risk Management Committee and its terms of reference
are set out in the Corporate Governance Report forming part of this Report.

Note on Fire Incident

An explosion and fire incident occurred at the Aluminium Powder Plant in Umred on 11th April, 2025. The incident
took place in the post-production area, not in the main production zone. It caused significant damage to the building and
parts of the post-production machinery. Additionally, Aluminium Powder stock was destroyed in the finished goods (FG)
godown and partially damaged in the work-in-progress (WIP) section

Tragically, the incident resulted in 7 fatalities and 4 injuries. The company promptly announced and disbursed monetary
compensation to the families of the deceased and the injured.

Powder Plant operations (at Umred only) were suspended for over a month. However, all customer demands were
fulfilled from the Bhandara and Hingna locations of the powder division. The company also had buffer inventory which
has helped overcome this challenge.

The estimated loss of '' 150 - 200 Mn, covering damage to plant and machinery, the building, and burnt stock, is fully
insured. The company is actively working toward the early settlement of the insurance claim.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards
against victimization of persons who is using this platform and direct access to the Chairman of the Audit Committee
is also available in exceptional cases. The detailed objectives of the policy are given in Corporate Governance Report
which forms part of this report. This Whistle Blower Policy is applicable to all the Directors, employees, vendors and
customers of the Company and it is also posted on the Website of the Company.

15. MATERIAL ORDERS OF JUDICIAL BODIES OR REGULATORS

During the FY 2024-25 under review, no significant and material order is passed by any of the Regulators or Courts
or Tribunals impacting the going concern status and Companyâs operations in future. As such, no specific details are
required to be given or provided.

16. AUDITORS

(A) STATUTORY AUDITORS AND THEIR REPORT

The Shareholders (Members) of the Company, at their Forty-ninth (49th) Annual General Meeting of the Company
held on 29^th August 2022, were appointed M/s Manish N. Jain & Co., Chartered Accountants, Nagpur [ICAI Firm
Registration No. 138430W, Peer Review Certificate No. 010231], as the Statutory Auditors of the Company to
hold office from the conclusion of 49^th Annual General Meeting held for the financial year 2021-22 ended 31st
March 2022 till the conclusion of 54^th Annual General Meeting of the Company to be held for the financial year
2026-2027 ending 31st March 2027.

The Auditorsâ Report submitted by M/s Manish N. Jain & Co., Chartered Accountants, Nagpur, [ICAI Firm
Registration No. 138430W, Peer Review Certificate No. 010231], the Statutory Auditors of the Company to the
Shareholders (Members) for the FY 2024-25 do not contain any qualification. The observations made by the
Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the
financial statements and as such, do not call for any explanations.

(B) SECRETARIAL AUDITORS

M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of
Practice No. 18495], have furnished a Certificate of their consent, qualification and eligibility and also, have
confirmed about their not being disqualified for the appointment including re-appointment as the Secretarial
Auditors of the Company for the term of five years starting from FY 2025-26.

Accordingly, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has
approved and appointed, M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-
8821 & Certificate of Practice No. 18495], as the Secretarial Auditors of the Company for the FY 2025-26 to
2029-30 Pursuant to Regulation 24A(1)(b) of SEBI (LODR) Regulations, 2015

(C) COST AUDITORS

M/s Khanuja Patra & Associates, Cost Accountants, Nagpur, [Firm Registration No. 00214], have furnished a
Certificate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act,

2013 read with the rules made there under, Certificate for independence and armsâ length relationship with the
Company and have confirmed about their not being disqualified for such appointment including re-appointment
within the meaning of Section 141(3) of the Companies Act, 2013.

Pursuant to the provisions ofSection 148 of the Companies Act 2013, the Board of Directors, on the recommendations
of the Audit Committee, of the Company, has approved and appointed, M/s Deepak Khanuja & Associates, Cost
Accountants, Nagpur, [Firm Registration No. 100247], as the Cost Auditors of the Company, for the FY 2025-26
and has also recommended their remuneration to the Shareholders (Members) for their ratification at the ensuing
52^nd Annual General Meeting of the Company.

(D) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules,

2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has
approved and appointed M/s Nitin Alshi & Associates, Chartered Accountants, Nagpur, as the Internal Auditors of
the Company, for the FY 2024-25.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the
FY 2024-25, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks
and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

Further, the Company has appointed M/s Nitin Alshi & Associates, Chartered Accountants, Nagpur as the Internal
Auditors of the Company of FY 2025-26.

17. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form No. MR-3 submitted by M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur
[ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], the Secretarial Auditors of the Company, do not
contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the
Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors of the Company,
for the FY 2024-25, is attached herewith as an Annex - E and forms part and parcel of the Boardâs Report.

18. EXPLANATIONS IN RESPONSE TO AUDITORSâ QUALIFICATIONS

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors of the
Company, for the FY 2024-25 do not contain any qualification or adverse remarks. The observations made by all the
Auditors in their respective Report/s are self-explanatory and as such, do not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable
Secretarial Standard/s, namely Secretarial Standard - 1 (âSS-1â) on Meetings of the Board of Directors and Secretarial
Standard - 2 (âSS-2â) on General Meetings, during the FY 2024-25.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

During the FY 2024-25 under review, no such event occurred by which Corporate Insolvency Resolution Process can be
initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or
provided.

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2024-25 under review, there is no occasion wherein the Company failed to implement any Corporate
Action. As such, no specific details are required to be given or provided.

22. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7 in accordance with Section 92(3) of
the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the
Company at www.mmpil.com.

23. OTHER DISCLOSURES

(A) AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED

For the FY 2024-25 under review, the Company has prepared the audited financial statements on standalone
as well as consolidated basis after incorporating the share of profit or loss from its associate and joint-venture
companies namely Star Circlips & Engineering Limited and TOYAL MMP India Private Limited and wholly
owned subsidiary MMP Electricals Private Limited. (Consolidation for MMP Cables Private Limited and MMP
Alutech Private Limited is not applicable for FY 2024-25 as they are incorporated in June, 2025.)

(B) MATERIAL DEVELOPMENT IN HUMAN RESOURCES

During the FY 2024-25 under review, industrial relations remained cordial. Employeesâ competencies and skills
were enhanced by exposing them to several internal and external training programme/s. A number of measures
were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a
view to obtain commitment and loyalty towards the organisation.

(C) INDUSTRIAL RELATIONS, HEALTH AND SAFETY

The departmental safety coordinators are identified for monitoring and training on safety related matter at shop-
floor. Safety Committee and Apex Committee are available for periodical review on health, safety & environment
of all departments. Regular training on safety is being organised for new appointee, regular employees & contract
labour. Mock-drills are conducted for practical exposure to meet emergency need on regular basis. Hand book on
safety awareness are distributed to all employees.

(D) COST RECORDS

Pursuant to the provisions of Rule 8(5)(ix)(d) of the Companies (Accounts) Rules, 2014 (as amended), the Board
of Directors do confirm that, the Central Government has prescribed for maintenance of cost records under Section
148(1) of the Companies Act, 2013 by the Company and accordingly, such cost accounts and records, subject to
cost audit, have been made and maintained by the Company during the FY 2024-25.

24. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

24.1 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report (MDAR) on the affairs of the Company for the FY 2024-25, as
required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) is provided
in a separate section and forms an integral part of this Report.

24.2 CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate
Governance for the year 2024-25 relating to the Listing Regulations. A Certificate from M/s. Vaibhav Jachak & Co,
Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495] confirming
compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of
the Company.

24.3 SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of National Stock Exchange of
India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during
the FY 2024-25.

However, due Enhanced Surveillance Measures, when scrip of company entered in ESM Stage-II, the trading of shares
was suspended for procedural measures on few occasions.

â¢ OTHER MATTERS

(A) DEMATERIALISATION OF SHARES

As on 31^st March 2025, the entire 100% issued, subscribed and paid-up share capital i. e. 25402613 equity shares
of the Company were held in dematerialised form through depositories namely National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES

The Company, has duly paid the requisite annual listing fees for the FY 2025-26, to the National Stock Exchange
of India Limited (NSE).

The Company, has also duly paid the requisite annual custodian and other fees for the FY 2025-26, to the National
Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER
TRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company has complied with the:-

(i) Code of Conduct of Business Principles and Conduct;

(ii) Code of Prevention of Insider Trading in MMP securities by the designated persons (insider) (as amended
from time to time);

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Risk Management Policy;

(vii) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

(viii) Policy for determining of âmaterialâ Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

(ix) Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation
23 of the SEBI (LODR) Regulations, 2015); and

(x) Policy for determination of materiality, based on specified criteria and accordingly, grant authorization for
determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code/s and policy(ies) are available on the Companyâs website www.mmpil.com.

25. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

MMP Industries Limited (âthe Companyâ) has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees etc.) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed of during the FY 2024-25:-

(a)	Number of complaints pending at the beginning of the year	NIL
(b)	Number of complaints received during the year	NIL
(c)	Number of complaints disposed off during the year	NIL
(d)	Number of cases pending at the end of the year	NIL

ENCLOSURES

Annex - A	Form No. AOC-1 - Information or Details about the Associate Companies of the Company
Annex - B	Form No. AOC-2 - Information / Details of contracts or arrangements or transactions not at armâs length basis and/or the details of contracts or arrangements or transactions at armâs length basis
Annex - C	Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details
Annex - D	Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Annex - E	Secretarial Audit Report in Form No.MR-3
Annex - F	Certificate on Sexual Harassment of Women at the Work place and its Prevention, Prohibition & Redressal

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock
Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants, other
Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company.

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the
Company from the Central - State - Local Government and other regulatory authorities, Bankers and Members.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment
to ensure that the Company continues to grow.

For and on behalf of the Board

Sd/- Sd/-

Arun Raghuvirraj Bhandari Lalit Bhandari

Place: Nagpur Managing Director Whole-time Director

Date: 8^th August, 2025 DIN - 00008901 DIN - 00010934

Mar 31, 2024

The Board of Directors of the Company hereby present the Fifty-first (51^st) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the year 2023-24.

1. COMPANY SPECIFIC INFORMATION

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized financial results (standalone) of the Company are as follows:-

PARTICULARS	FY 2023-24	FY 2022-23
PARTICULARS	(Rupees in Lakhs)
Revenue from Operations (Gross)	57854.35	53829.03
Other Income	134.14	58.94
Profit / loss before Depreciation, Finance Costs, Exceptional Items and Tax Expenses	4756.10	3585.10
Less: Depreciation / Amortization / Impairment	796.35	685.19
Profit / loss before Finance Costs, Exceptional items and Tax Expense	3959.75	2899.91
Less: Finance Costs	684.30	446.44
Profit / loss before Exceptional items and Tax Expense	3275.45	2453.47
Add/(less): Exceptional items	_-	_-
Profit / loss before Tax Expense	3275.45	2453.47
Less: Tax Expense (Current & Deferred)	833.13	603.35
Profit / loss for the year (1)	2442.32	1850.12
Total Comprehensive Income / loss (2)	(14.74)	(18.15)
Total (1 2)	2427.58	1831.97
Balance carried forward	2427.58	1831.97

During FY 2023-24, the total revenue from operations was at Rs. 57,854.35 Lakhs as against Rs. 53,829.03 Lakhs during FY 2022-23. Revenue from operations during FY 2023-24 increased compared to the FY 2022-23.

During FY 2023-24 under review, the share of profits from the associate companies was Rs.721.66 lakhs as compared to profit of Rs. 281.94 in FY 2022-23.

1.2 AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES - TRANSFER TO RESERVES (BALANCE SHEET)

The sum/s transferred to reserves and surplus (balance sheet) account/s viz., Capital Reserve (Special Capital Incentives), Securities Premium, Retained Earnings, and closing balance/s thereof as at 31^st March 2024 (FY 2023-24) [Previous Year FY 2022-23) is as follows:-

Sr. No.	Particulars	FY 2023-24	FY 2022-23
Sr. No.	Particulars	Amount in Rupees (Lakhs)

1.	Capital Reserve
	a. Opening Balance	40.32	40.32
	b. (Add) Additions during the year	--	--
	c. (Less) Transferred during the year	--	--
	Closing Balance	40.32	40.32

2.	Securities Premium
	a. Opening Balance	6789.49	6789.49
	b. Addition during the reporting period	--	--
	c. Expenses for Issue of Bonus Shares	--	--
	d. Expenses for Issue	--	--
	Closing Balance	6789.49	6789.49

3.	Retained Earnings
	a. Opening Balance	13902.25	12306.15
	b. (Add) Net Profit for the year	2442.32	1850.12
	c. (Add) Final Dividend (Net)	(254.02)	(254.02)
	d. Expenses for Increase in Authorized Share Capital	--	--
	Closing Balance	16090.54	13902.25

4.	Equity Instruments through OCI
	Opening Balance	0.03	--
	Net fair value gain on investments in equity instruments through OCI	(0.03)	0.03
	Closing Balance	--	0.03

5.	Remeasurement of Defined Benefit Plans
	Opening Balance	16.77	34.95
	(Add) Net Profit for the year	--	--
	(Add) Re-measurement of benefit of defined benefit plans (Net)	(14.71)	(18.18)
	Expenses for Increase in Authorized Share Capital	--	--
	Closing Balance	2.06	16.77

1.3 DIVIDEND

As per the Dividend policy of the company and considering the profitability and financial position of the company and with a view to reward its Members for showing faith in the management, the Board of Directors recommended its maiden Final Dividend @ 15% i.e., Rs. 1.5/- per equity share of face value of Rs. 10/- each, subject to approval by the Shareholders at the ensuing 51^st Annual General Meeting. the said dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India (ICSI).

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR a) STATE OF COMPANYâS AFFAIRS

The overall performance of the respective division/s of the Company during the FY 2023-24 are provided hereunder: -

ALUMINIUM POWDERS

The revenue for the segment in the FY 2023-24 was Rs. 39,039.81 Lakhs, up 2% over the revenue of Rs. 38,278.08 Lakhs in FY 2022-23.

ALUMINIUM FOILS

The revenue for the segment in the FY 2023-24 was Rs. 10,703.89 Lakhs over the revenue of Rs 11,276.34 Lakhs in FY 2022-23.

ALUMINIUM CONDUCTORS & CABLES

The revenue for the segment in the FY 2023-24 was Rs. 7865.91 Lakhs up over the revenue of Rs. 4043.29 Lakhs of FY 2022-23.

FUTURE PLANS / PROSPECTS:-

A. Aluminium Powders

Aluminium powders witnessed an impressive quantum growth of 10.7%, surpassing industry benchmarks, signalling robust demand. However, despite this remarkable volume surge, revenue growth in this segment faced some challenges due to persistently low aluminium prices throughout the year. Looking ahead, we anticipate a rebound in FY25 with a projected revenue growth of 13-15%, indicating a positive outlook.

Phase I capacity expansion of 1500 MTPA (pyro & flake) has been commissioned in Q3 FY 2024. Phase II Capacity expansion of 1800 MTPA (pyro & flake) has been commissioned in Q1 FY 2025. The Phase I and Phase II capacities of 3300 MTPA (pyro & flake) will generate full revenue from Q2 FY 2025 onwards. This will further strengthen our position in the market and enable extra exports also.

To cater to the anticipated escalating demand of our products, Phase III capacity addition of 2500 MTPA (pyro & flake) has been undertaken and will be completed in Q4 FY 2025. This will be majorly financed by internal accruals.

Once Phase III is commissioned, the total pyro & flake capacity will be 16800 MTPA.

B. Aluminium Conductors and Cables

The Aluminium Conductor and Cables division demonstrated outstanding performance, achieving a remarkable quantum growth of 95.2% coupled with a strong revenue growth of 94.5%. This segment thrived on the back of robust demand and enhanced margins, emerging as a substantial contributor to our overall success.

We anticipate sustaining this momentum in FY25 with an expected revenue growth of 35-40%. The expansion of our cable making capacity (1200 MTPA), combined with the buoyant conductor market growth, are poised to be pivotal drivers propelling this anticipated revenue surge, further solidifying our position in the industry.

C. Aluminium Foils

The Aluminium Foil segment encountered significant challenges, grappling with the influx of cheaper imports from China, decreased demand from pharmaceutical firms, and heightened competition from emerging players in the Indian market.

Despite these obstacles, we anticipate a notable turnaround in FY2024-25, with an expected revenue growth of 23-25%. This optimistic projection is underpinned by anticipated improvements in sales realization, enhanced capacity utilization, and a diversified portfolio of products already developed. Moreover, the industry is cautiously optimistic about the potential imposition of anti-dumping duties on Chinese imports by the third quarter of FY2025, a move that is expected to provide much-needed support to all Indian Foil Manufacturers, further bolstering the growth trajectory of the sector.

b) CHANGE IN NATURE OF BUSINESS

During the FY 2023-24 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided. However, company added a new clause in memorandum of Association vide Postal Ballot Resolution passed on 21^st March, 2024.

d) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

During the FY 2023-24 under review, there are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this report. As such, no specific details are required to be given or provided.

1.5 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no occasion whereby the Company has either revised or required to revise the Financial Statement or the Boardâs Report of the Company for any period prior to the FY 2023-24. As such, no specific details are required to be given or provided.

2. GENERAL INFORMATION OVERVIEW OF THE INDUSTRY

The details discussion on the overview of the industry is covered under Management Discussion and Analysis which forms part of this report

ECONOMIC OUTLOOK

The details discussion on the Global Economic outlook is covered under Management Discussion and Analysis which forms part of this report

3. CAPITAL AND DEBT STRUCTURE

During the FY 2023-24 under review, there was no change in the capital structure of the Company. The existing capital Structure of the Company is as follows:

Particulars	31^st March	31^st March
	2024	2023
	Amount (Rupees in Lakhs)
Authorised Share Capital 26000000 (26000000) Equity Shares of Rs. 10/- (Rupees Ten) each	2600.00	2600.00
Issued, Subscribed and Paid-Up Share Capital 25402613 (25402613) Equity Shares of Rs. 10/- (Rupees Ten) each	2540.26	2540.26

Further, the Company has neither issued any convertible or non-convertible securities, debentures, bonds, warrants, shares with differential voting rights as to dividend, voting or otherwise, nor issued or granted ESOP, stock option, sweat equity during the FY 2023-24.

4. CREDIT RATING OF SECURITIES

During the FY 2023-24 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

CREDIT RATING FOR DEBT

CRISIL in their review for total credit facilities, has maintained the credit rating of the Company that of the previous year. The details of credit rating assigned to the Company for its credit facilities are given below: -

Credit Facilities	Credit Rating
Long-Term Rating	CRISIL BBB /Stable
Short-Term Rating	CRISIL A2

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2023-24 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

6. MANAGEMENT

6.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The changes amongst the Director/s including Executive Director/s and Key Managerial Personnel during the period are as follows:-

(A) CHANGES AMONGST THE PROMOTER DIRECTOR/S

There were no changes took place amongst the Promoter, Director/s of the Company during the FY 2023-24.

(B) CHANGES AMONGST THE EXECUTIVE DIRECTOR/S

Following changes took place amongst the Non-Promoter, Executive Director/s of the Company during the FY 2023-24.

Mr. T. N. Murthy was re-appointed as Executive Director w.e.f. 2^nd February, 2024.

(C) CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

Mr. Rakesh Kanzode has resigned from the office Company Secretary cum Compliance officer of the Company with effect from 27^th May 2023 and Ms. Madhura Ubale is appointed as Company Secretary cum Compliance officer of the Company with effect from 1^st June, 2023.

As such, Mr. Arun Raghuvirraj Bhandari, [DIN - 00008901], Managing Director, [Category - Promoter & Executive], Mr. Lalit Bhandari, [DIN - 00010934], Whole-time Director, [Category - Promoter & Executive], Mr. Tenneti Narasimham Murthy, [DIN - 08342116], Whole-time Director, [Category - Non-Promoter & Executive], Mr. Mayank Arun Bhandari, [01176865] Additional Director (Category - Promoter, Non-Executive), CA Sharad Mohanlal Khandelwal, Chief Financial Officer of the Company, continued to act as the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended).

(D) DIRECTOR RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Lalit Bhandari [DIN - 00010934], Whole-time Director, [Category - Promoter & Non-Executive], of the Company, retires by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as a Director [Category - Executive] of the Company, in the interest of the Company.

The Company has received the self-declaration/s from all the Executive Director/s of the Company, to the effect that he (i) was or is not disqualified from being appointed and/or continued to act, as a Director of the Company in terms of the provisions of Section 164 of the Companies Act, 2013; and (ii) was or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other authority in terms of SEBIâs Circular No. LIST/ COMP/14/2018-19 dated 20th June 2018 on the subject âEnforcement of SEBI Orders regarding appointment of Directors by listed companiesâ

The information (details) of Director/s of seeking appointment / re-appointment at the Fifty First (51st) Annual General Meeting of the Company, pursuant to Regulation 26(4) and 36(6) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) is annexed to the Notice convening the Fifty First (51st) Annual General Meeting of the Company].

6.2 INDEPENDENT DIRECTORS

CHANGES AMONGST THE INDEPENDENT DIRECTOR/S

Mr. Vijay Singh Bapna [DIN - 02599024] has been appointed as a Director [Category - Non-executive, Independent] for a Second fixed term of consecutive Five (5) years i.e., from the conclusion of Forty-Eighth (48th) Annual General Meeting up to the conclusion of Fifty-Third (53rd) Annual General Meeting of the Company to be held for the financial year 2025-26 ending 31st March 2026. However, as per Regulation 17A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a special resolution was passed for continuation of his Directorship in the company on 26^th August, 2023 as he is crossed age of 75 years w.e.f. 28th August, 2023.

Mr. Karan Varma [DIN - 06923525], a special resolution was passed for continuation of his Directorship in the company on 26th August, 2023 as he is crossed age of 75 years w.e.f. 28th August, 2023.

There are following change in the composition of the Board of Directors of the Company. Mrs. Sudha Sukesh Gandhi, [DIN - 06611145] resigned and Ms. Ulka Kulkarni [DIN - 07085469] on 6^th November, 2023 and during the period under review and accordingly, the Director/s namely, Mr. Sanjay Sacheti [DIN: 00271310], Mr. Karan Yudhishtir Varma, [DIN - 06923525], Mr. Vijay Singh Bapna, [DIN - 02599024} and Mr. Sunil Khanna, [DIN - 00907147], are continued as the Director/s [Category - Non-executive, Independent] of the Company.

6.3 DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received the self-declaration/s from all the Independent Director/s of the Company, to the effect that he / she (i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [âListing Regulationsâ] and also, duly complied with Code of Conduct prescribed in Schedule IV to the Act; (ii) was or is not disqualified from being appointed and/or continued to act, as a Director of the Company in terms of the provisions of Section 164 of the Companies Act, 2013; and (ii) was or is not debarred from holding the office of a Director pursuant to any order of

the SEBI or such other authority in terms of SEBIâs Circular No. LIST/COMP/14/2018-19 dated 20^th June 2018 on the subject âEnforcement of SEBI Orders regarding appointment of Directors by listed companiesâ.

The Company has received the self-declaration/s from all the Director/s and Senior Management Personnel of the Company, as to the due compliance of Companyâs Code of Conduct. As such, the Company do hereby confirm that the Company has duly complied with the Companyâs Code of Conduct namely (i) MMP Code for Prohibition of Insider Trading and MMP Code of Fair Disclosure, and (ii) MMP Code of Business Principles and Conduct.

6.4 BOARD MEETINGS

Five (5) meeting/s of the Board of Directors of the Company were held during the FY 2023-24 under review, on (1) 27^thMay 2023 (2) 29^th July 2023 (3) 6^th November 2023 (4) 7^th February 2024 and (5) 29^th March 2024.

6.5 COMMITTEES

The Company has constituted all the requisite Committee(s) of the Board, namely Audit Committee, Nomination & Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility (CSR) Committee, Share Transfer Committee, Risk Management Committee and Project Monitoring Committee, pursuant to the provisions of the Companies Act, 2013 read with the rules made there under and Listing Regulations. The details of its constitution, objective or terms of reference and other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boardâs Report.

6.6 RECOMMENDATIONS OF AUDIT COMMITTEE

There is no occasion wherein the Board of Directors of the Company has not accepted any recommendation/s of the Audit Committee of the Company during the FY 2023-24. As such, no specific details are required to be given or provided.

6.7 COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorâs appointment and remuneration and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boardâs Report.

6.8 BOARD EVALUATION

The Companyâs policy on Board Evaluation and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boardâs Report.

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) will be available at Corporate office of the company on the day of Annual General Meeting.

6.10 REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company do not have any Holding or Subsidiary Company.

6.11 DIRECTORSâ RESPONSBILITY STATEMENT

The Board of Directors confirms: -

(i) That in the preparation of the Annual Accounts (Financial Statements), the applicable Accounting Standards had been followed along with proper explanation, relating to material departures;

(ii) That the Directors had 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 profits of the Company for that financial year;

(iii) That the Directors had 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;

(iv) That the Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

(vi) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and regulations and that such systems were adequate and operating effectively.

6.12 INTERNAL FINANCIAL CONTROLS

(i) of Sub-section 3 of Section 143 of the Act, which is annexed as an âAnnex - Bâ to the Independent Auditorsâ Report of the Company. The Report on the Internal Financial Controls over the Financial Reporting for the FY 2023-24 do not contain any qualification or adverse remarks. The observations made by the Statutory Auditors in their report are selfexplanatory and have also been further amplified in the notes to the financial statements and as such, do not call for any explanations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

6.13 FRAUDS REPORTED BY AUDITOR During the FY 2023-24 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the Company are self-explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of Directors of the Company.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

7.1 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

STAR CIRCLIPS AND ENGINEERING LIMITED (âSCELâ)

Star Circlips & Engineering Limited achieved revenue of ''1590 mn in FY24, compared to ''1,466 mn in FY23 and reported PAT of ''238 mn in FY24 compared to PAT ''115 mn for FY23.

The impressive PAT is due to new high margin businesses developed in India, operational efficiencies, energy savings and development / introduction of EV parts.

The company expects a revenue growth of 10%-12% in FY 2025 on the back of bulk supplies of special parts for EVs, ramp up of our fine blanking division, a booming auto market and strong forecasted growth from our US buyers.

TOYAL MMP INDIA PRIVATE LIMITED (TMI)

TMI achieved revenue of ''628 mn in FY24 compared to ''544 mn in FY23 and reported PAT of ''39 mn in FY24 compared to loss of '' 7 mn in FY23.

All the requisite information (details) have been provided in the prescribed Form No. AOC-1 attached as an Annex - A, which forms part and parcel of the Boardâs Report.

7.2 COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the FY 2023-24 under review, the Company is neither a Holding Company nor a Subsidiary, Associates or Joint Venture Company of any other Company or Companies pursuant to the provisions of the Companies Act, 2013 read with relevant rules made thereof.

However, Star Circlips & Engineering Limited [CIN - U 24110 MH 1974 PLC 017301] and TOYAL MMP India Private Limited [CIN - U 36990 MH 2016 FTC 281521] were continued to be the Associate Companies of the Company during the FY 2023-24.

8. DETAILS OF DEPOSITS

During the FY 2023-24 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the FY 2023-24 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 185 and 186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As such, no specific details are required to be given or provided.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of contracts or arrangements or transactions not at armâs length basis and/or the details of contracts or arrangements or transactions at armâs length basis for the FY 2023-24 in the prescribed Form No. AOC - 2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are given in the Annex - B, which forms part and parcel of the Boardâs Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as an integral part of its business. Education specifically Education for Girls, Women, Poor, Under-privileged or Disabled (Divyang), Special Education, Research, Training & Skill Development, Environment, Health, Drinking Water, Rural Development, are some of the most critical problems that our country has been facing for years. One of the most effective direct and indirect solutions to solve these is an education, but a great number of peoples cannot afford to get them self-educated.

Keeping this in mind, the Board of Directors through its CSR Committee has implemented certain CSR projects either directly or through implementing agency nominated by the CSR Committee of the Company. All the activities and programme/s covered under CSR are being monitored and implemented by the CSR Committee of the Company. The Company do confirm that the Company is in due compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Project/s of the Company are in accordance with the provisions of Section 135 of, Schedule VII to, the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companyâs CSR Policy. The Annual Report on the CSR Activities for the FY 2023-24 is given in the Annex - C, which forms part and parcel of the Boardâs Report.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, for the FY 2023-24 as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annex - D to this report.

13. RISK MANAGEMENT

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to its business. It has framed the Risk Management Plan and adopted in its Risk Management Policy.

The COVID-19 pandemic in previous years has posed several unprecedented challenges in the form of uncertain mini lockdowns, unlock phases, health hazards and supply chain disruptions across the globe. These changes and challenges have brought a mix of opportunities and uncertainties impacting the Companyâs objectives.

The Board of Directors based on the recommendations of the Risk Management Committee of the Company, periodically reviews the Companyâs risk assessment and minimization procedures to ensure that management identifies and controls risks through a properly defined framework. The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who is using this platform and direct access to the Chairman of the Audit Committee is also available in exceptional cases. The detailed objectives of the policy are given in Corporate Governance Report which forms part of this report. This Whistle Blower Policy is applicable to all the Directors, employees, vendors and customers of the Company and it is also posted on the Website of the Company.

15. MATERIAL ORDERS OF JUDICIAL BODIES OR REGULATORS

During the FY 2023-24 under review, no significant and material order is passed by any of the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future. As such, no specific details are required to be given or provided.

16. AUDITORS

(A) STATUTORY AUDITORS AND THEIR REPORT

The Shareholders (Members) of the Company, at their Forty-ninth (49th) Annual General Meeting of the Company held on 29^th August 2022, were appointed M/s Manish N. Jain & Co., Chartered Accountants, Nagpur [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], as the Statutory Auditors of the Company to hold office from the conclusion of 49^th Annual General Meeting held for the financial year 2021-22 ended 31st March 2022 till the conclusion of 54^th Annual General Meeting of the Company to be held for the financial year 2026-2027 ending 31st March 2027.

The Auditorsâ Report submitted by M/s Manish N. Jain & Co., Chartered Accountants, Nagpur, [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], the Statutory Auditors of the Company to the Shareholders (Members) for the FY 2023-24 do not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the financial statements and as such, do not call for any explanations.

(B) SECRETARIAL AUDITORS

M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], have furnished a Certificate of their consent, qualification and eligibility and also, have confirmed about their not being disqualified for the appointment including re-appointment as the Secretarial Auditors of the Company for the FY 2024-25.

Accordingly, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed, M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], as the Secretarial Auditors of the Company for the FY 2024-25.

(C) COST AUDITORS

M/s Khanuja Patra & Associates, Cost Accountants, Nagpur, [Firm Registration No. 00214], have furnished a Certificate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act,

2013 read with the rules made there under, Certificate for independence and armsâ length relationship with the Company and have confirmed about their not being disqualified for such appointment including re-appointment within the meaning of Section 141(3) of the Companies Act, 2013.

Pursuant to the provisions ofSection 148 of the Companies Act 2013, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed, M/s Khanuja Patra & Associates, Cost Accountants, Nagpur, [Firm Registration No. 00214], as the Cost Auditors of the Company, for the FY 2024-25 and has also recommended their remuneration to the Shareholders (Members) for their ratification at the ensuing 51^st Annual General Meeting of the Company.

(D) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules,

2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed M/s Nitin Alshi & Associates, Chartered Accountants, Nagpur, as the Internal Auditors of the Company, for the FY 2023-24.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the FY 2023-24, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

Further, the Company has appointed M/s Nitin Alshi & Associates, Chartered Accountants, Nagpur as the Internal Auditors of the Company of FY 2024-25.

17. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form No. MR-3 submitted by M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], the Secretarial Auditors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors of the Company, for the FY 2023-24, is attached herewith as an Annex - E and forms part and parcel of the Boardâs Report.

18. EXPLANATIONS IN RESPONSE TO AUDITORSâ QUALIFICATIONS

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors of the Company, for the FY 2023-24 do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective Report/s are self-explanatory and as such, do not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard - 1 (âSS-1â) on Meetings of the Board of Directors and Secretarial Standard - 2 (âSS-2â) on General Meetings, during the FY 2023-24.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the FY 2023-24 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided.

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2023-24 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

22. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.mmpil.com.

23. OTHER DISCLOSURES

(A) AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED

For the FY 2023-24 under review, the Company has prepared the audited financial statements on standalone as well as consolidated basis after incorporating the share of profit or loss from its associate and joint-venture companies namely Star Circlips & Engineering Limited and TOYAL MMP India Private Limited.

(B) MATERIAL DEVELOPMENT IN HUMAN RESOURCES

During the FY 2023-24 under review, industrial relations remained cordial. Employeesâ competencies and skills were enhanced by exposing them to several internal and external training programme/s. A number of measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organisation.

(C) INDUSTRIAL RELATIONS, HEALTH AND SAFETY

The departmental safety coordinators are identified for monitoring and training on safety related matter at shop-floor. Safety Committee and Apex Committee are available for periodical review on health, safety & environment of all departments. Regular training on safety is being organised for new appointee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on regular basis. Hand book on safety awareness are distributed to all employees.

(D) COST RECORDS

Pursuant to the provisions of Rule 8(5)(ix)(d) of the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors do confirm that, the Central Government has prescribed for maintenance of cost records under Section 148(1) of the Companies Act, 2013 by the Company and accordingly, such cost accounts and records, subject to cost audit, have been made and maintained by the Company during the FY 2023-24.

24. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

24.1 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report (MDAR) on the affairs of the Company for the FY 2023-24, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) is provided in a separate section and forms an integral part of this Report.

24.2 CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2023-24 relating to the Listing Regulations. A Certificate from M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495] confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company.

24.3 SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2023-24.

However, due Enhanced Surveillance Measures, when scrip of company entered in ESM Stage-II, the trading of shares was suspended for procedural measures on few occasions.

â¢ OTHER MATTERS

(A) DEMATERIALISATION OF SHARES

As on 31^st March 2024, the entire 100% issued, subscribed and paid-up share capital i. e. 25402613 equity shares of the Company were held in dematerialised form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES

The Company, has duly paid the requisite annual listing fees for the FY 2024-25, to the National Stock Exchange of India Limited (NSE).

The Company, has also duly paid the requisite annual custodian and other fees for the FY 2024-25, to the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company has complied with the:-

(i) Code of Conduct of Business Principles and Conduct;

(ii) Code of Prevention of Insider Trading in MMP securities by the designated persons (insider) (as amended from time to time);

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Risk Management Policy;

(vii) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

(viii) Policy for determining of âmaterialâ Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

(ix) Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

(x) Policy for determination of materiality, based on specified criteria and accordingly, grant authorization for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code/s and policy(ies) are available on the Companyâs website www.mmpil.com.

25. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

MMP Industries Limited (âthe Companyâ) has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed of during the FY 2023-24:-

(a)	Number of complaints pending at the beginning of the year	NIL
(b)	Number of complaints received during the year	NIL
(c)	Number of complaints disposed off during the year	NIL
(d)	Number of cases pending at the end of the year	NIL

The Certificate by the Managing Director and Whole-time Director of the Company, to that effect is enclosed herewith as an Annex - G and forms part of this report.

ENCLOSURES

Annex - A	Form No. AOC-1 - Information or Details about the Associate Companies of the Company
Annex - B	Form No. AOC-2 - Information / Details of contracts or arrangements or transactions not at armâs length basis and/or the details of contracts or arrangements or transactions at armâs length basis
Annex - C	Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details
Annex - D	Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Annex - E	Secretarial Audit Report in Form No.MR-3
Annex - F	Certificate on Sexual Harassment of Women at the Work place and its Prevention, Prohibition & Redressal

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company.

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central - State - Local Government and other regulatory authorities, Bankers and Members.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

For and on behalf of the Board

Sd/- Sd/-

Arun Raghuvirraj Bhandari Lalit Bhandari

Place: Nagpur Managing Director Whole-time Director

Date: 22^th July 2024 DIN - 00008901 DIN - 00010934

Mar 31, 2023

The Board of Directors of the Company hereby present the Fiftieth (50^th) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the year 2022-23.

1. COMPANY SPECIFIC INFORMATION1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized financial results (standalone) of the Company are as follows:-

PARTICULARS	FY 2022-23	FY 2021-22
PARTICULARS	(Rupees in Lakhs)
Revenue from Operations (Gross)	53829.03	44826.01
Other Income	58.94	46.86
Profit / loss before Depreciation, Finance Costs, Exceptional Items and Tax Expenses	3585.10	4240.35
Less: Depreciation / Amortization / Impairment	685.19	632.30
Profit / loss before Finance Costs, Exceptional items and Tax Expense	2899.91	3608.05
Less: Finance Costs	446.44	363.22
Profit / loss before Exceptional items and Tax Expense	2453.47	3244.83
Add/(less): Exceptional items	_-	_-
Profit / loss before Tax Expense	2453.47	3244.83
Less: Tax Expense (Current & Deferred)	603.35	806.14
Profit / loss for the year (1)	1850.12	2438.69
Total Comprehensive Income / loss (2)	(18.15)	10.43
Total (1 2)	1831.97	2449.12
Balance carried forward	1831.97	2449.12

During FY 2022-23, the total revenue from operations was at Rs. 53,829.03 Lakhs as against Rs. 44826.01 Lakhs during FY 2021-22. Revenue from operations during FY 2021-22 increase by 20% compared to the FY 2020-21. Revenue from foil division in FY 2022-23 increase to Rs. 11,275.16 Lakhs in comparison with previous year of Rs 8,041.71 Lakhs.

During FY 2022-23 under review, the share of profits from the associate companies was Rs.281.94 lakhs as compared to profit of Rs. 459.91 in FY 2021-22.

1.2 AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES - TRANSFER TO RESERVES (BALANCE SHEET)

The sum/s transferred to reserves and surplus (balance sheet) account/s viz., Capital Reserve (Special Capital Incentives), Securities Premium, Retained Earnings, and closing balance/s thereof as at 31^st March 2023 (FY 2022-23) [Previous Year FY 2021-22) is as follows:-

Sr. No.	Particulars	FY 2022-23	FY 2021-22
Sr. No.	Particulars	Amount in Rupees (Lakhs)

1.	Capital Reserve
	a. Opening Balance	40.32	40.32
	b. (Add) Additions during the year	--	--
	c. (Less) Transferred during the year	--	--
	Closing Balance	40.32	40.32

1.3 DIVIDEND

2.	Securities Premium
	a. Opening Balance	6789.49	6789.49
	b. Addition during the reporting period	--	--
	c. Expenses for Issue of Bonus Shares	--	--
	d. Expenses for Issue	--	--
	Closing Balance	6789.49	6789.49

3.	Retained Earnings
	a. Opening Balance	10121.48	10121.48
	b. (Add) Net Profit for the year	2438.69	2438.69
	c. (Add) Re-measurement of benefit of defined benefit plans (Net)	--	--
	d. Expenses for Increase in Authorized Share Capital	--	--
	Closing Balance	12560.17	12560.17
4.	Remeasurement of Defined Benefit Plans
	Opening Balance	24.52	24.52
	(Add) Net Profit for the year	--	--
	(Add) Re-measurement of benefit of defined benefit plans (Net)	10.43	10.43
	Expenses for Increase in Authorized Share Capital	--	--
	Closing Balance	34.95	34.95

As per the Dividend policy of the company and considering the profitability and financial position of the company and with a view to reward its Members for showing faith in the management, the Board of Directors recommended its maiden Final Dividend @ 10% i.e., Re. 1/- per equity share of face value of Rs. 10/- each, subject to approval by the Shareholders at the ensuing 50^th Annual General Meeting. the said dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India (ICSI).

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR a) STATE OF COMPANYâS AFFAIRS

The overall performance of the respective division/s of the Company during the FY 2022-23 are provided hereunder: -

ALUMINIUM POWDERS

The revenue for the segment in the FY 2022-23 was Rs. 38,243.79 Lakhs (up 10% over the revenue of Rs. 34,669.83 Lakhs in FY 2021-22.

ALUMINIUM FOILS

The revenue for the segment in the FY 2022-23 was Rs. 11,275.16 Lakhs significant up over the revenue of Rs 8042.32 Lakhs in FY 2021-22.

ALUMINIUM CONDUCTORS & CABLES

The revenue for the segment in the FY 2022-23 was Rs. 4043.29 Lakhs up over the revenue of Rs. 1868.23 Lakhs of FY 2021-22.

FUTURE PLANS / PROSPECTS:-(A) ALUMINIUM POWDERS

The market for all segments remains positive and robust. Revenue growth of 10-12%(in line with construction, mining/infra and agriculture growth) is expected during FY 24. This growth could well be exceeded as infra expenditure increases in the pre election year as well as the governmentâs target of 1 billion tons coal mining in this year.

The new capacity of 1500 MTPA of pyro and flake powders is expected to be fully commissioned in early H2 and expect full utilisation by Q4 FY24.

A new investment for producing high margin export grades of leafing powders and pellets is currently under implementation and expected to be commissioned in Q4 FY24.This market segment is also growing well in the domestic market.

The uptick in exports is likely to be maintained with 20% growth. Our trusted and valued collaborator AVL Metal Powders, Belgium have recently expressed their interest in assisting in the development of special powder grades which they want us to produce. This is a new opportunity which is likely to open up during H2 FY24. In anticipation, the company has already planned to install another pyro and flake capacity of 1800 MTPA as a preparation for FY 2024-25.

(B) ALUMINIUM FOILS

The commissioning of new rolling mill from mid Q2 will result in addition of new product portfolio (SRC, Lidding and glassine paper). This will also more than double the capacity, bringing in economies of scale.

Indiaâs two biggest pharma companies viz Sun Pharma and Aurobindo Pharma have already started sales in a small way and we expect a long term strategic cooperation in the coming months for sustained bulk business. This will result in utilisation of large part of conversion and value added printing capacity and realise our vision of becoming the preferred vendor to major pharma.

The business with the existing pharma customers is likely to grow very well when the demand comes back. There is continuing effort to bring other major pharma in our fold.

In view of the above the company has planned to increase the printing capacity immediately with a nominal investment.

The company expects revenue growth in excess of 25% from foil business in FY24.

The market for both segments has shown a remarkable demand upswing. The company expects a 150% rise in revenues and considerably increased margins with a bigger proportion of value added cable sales. Market sources have regularly highlighted a sustained demand pattern continuing for next 2 to 3 years.

With shortage in cable producing capacity of correct product mix we have already ordered a new machine for commissioning during Q3 FY24.

b) CHANGE IN NATURE OF BUSINESS

During the FY 2022-23 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

d) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

During the FY 2022-23 under review, there are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this report. As such, no specific details are required to be given or provided.

1.5 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

There is no occasion whereby the Company has either revised or required to revise the Financial Statement or the Boardâs Report of the Company for any period prior to the FY 2021-22. As such, no specific details are required to be given or provided.

2. GENERAL INFORMATIONOVERVIEW OF THE INDUSTRY

The details discussion on the overview of the industry is covered under Management Discussion and Analysis which forms part of this report

ECONOMIC OUTLOOK

The details discussion on the Global Economic outlook is covered under Management Discussion and Analysis which forms part of this report

3. CAPITAL AND DEBT STRUCTURE

During the FY 2022-23 under review, there was no change in the capital structure of the Company. The existing capital Structure of the Company is as follows:

Particulars	31^st March 2023	31^st March 2022
Particulars	Amount (Rupees in Lakhs)
Authorised Share Capital 26000000 (26000000) Equity Shares of Rs. 10/- (Rupees Ten) each	2600.00	2600.00
Issued, Subscribed and Paid-Up Share Capital 25402613 (25402613) Equity Shares of Rs. 10/- (Rupees Ten) each	2540.26	2540.26

Further, the Company has neither issued any convertible or non-convertible securities, debentures, bonds, warrants, shares with differential voting rights as to dividend, voting or otherwise, nor issued or granted ESOP, stock option, sweat equity during the FY 2022-23.

4. CREDIT RATING OF SECURITIES

During the FY 2022-23 under review, the Company has neither issued nor required to obtain credit rating of its securities. As such, no specific details are required to be given or provided.

CREDIT RATING FOR DEBT

CRISIL in their review for total credit facilities, has maintained the credit rating of the Company that of the previous year. The details of credit rating assigned to the Company for its credit facilities are given below: -

Credit Facilities Credit Rating

Long-Term Rating CRISIL BBB /Stable

Short-Term Rating CRISIL A2

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the FY 2022-23under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

6. MANAGEMENT6.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The changes amongst the Director/s including Executive Director/s and Key Managerial Personnel during the period are as follows:-

(A) CHANGES AMONGST THE PROMOTER DIRECTOR/S

There were no changes took place amongst the Promoter, Director/s of the Company during the FY 2022-23.

(B) CHANGES AMONGST THE EXECUTIVE DIRECTOR/S

There were no changes took place amongst the Non-Promoter, Executive Director/s of the Company during the FY 2022-23.

As such, Mr. Arun Raghuvirraj Bhandari, [DIN - 00008901], Managing Director, [Category - Promoter & Executive], Mr. Lalit Bhandari, [DIN - 00010934], Whole-time Director, [Category - Promoter & Executive], Mr. Tenneti Narasimham Murthy, [DIN - 08342116], Whole-time Director, [Category - Non-Promoter & Executive], Mr. Mayank Arun Bhandari, [01176865] Additional Director (Category - Promoter, Non-Executive), CA Sharad Mohanlal Khandelwal, Chief Financial Officer of the Company, continued to act as the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended).

(D) DIRECTOR RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Mayank Bhandari, [DIN - 01176865], Whole-time Director, [Category - Promoter & Non-Executive], of the Company, retires by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment as a Director [Category -Promoter & Non-Executive] of the Company, in the interest of the Company.

The Company has received the self-declaration/s from all the Executive Director/s of the Company, to the effect that he (i) was or is not disqualified from being appointed and/or continued to act, as a Director of the Company in terms of the provisions of Section 164 of the Companies Act, 2013; and (ii) was or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other authority in terms of SEBIâs Circular No. LIST/ COMP/14/2018-19 dated 20th June 2018 on the subject âEnforcement of SEBI Orders regarding appointment of Directors by listed companiesâ

The information (details) of Director/s of seeking appointment / re-appointment at the Fiftieth (50^th) Annual General Meeting of the Company, pursuant to Regulation 26(4) and 36(6) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) is annexed to the Notice convening the Forty-Ninth (50^th) Annual General Meeting of the Company].

6.2 INDEPENDENT DIRECTORSCHANGES AMONGST THE INDEPENDENT DIRECTOR/S

Mr. Karan Varma [DIN - 06923525] and Mr. Vijay Singh Bapna [DIN- 02599024] has been appointed as a Director [Category - Non-executive, Independent] for a Second fixed term of consecutive Five (5) years i.e., However, They are crossing age of 75years w.e.f. 28th August, 2023, and as per Regulation 17A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a special resolution is proposed to be passed for continuation of his Directorship in the company in ensuing Annual General Meeting.

Except the above, there is no change in the composition of the Board of Directors of the Company during the period under review and accordingly, the Director/s namely, Mr. Sanjay Sacheti [DIN: 00271310], Mr. Karan Yudhishtir Varma, [DIN - 06923525], Mrs. Sudha Sukesh Gandhi, [DIN - 06611145], Mr. Vijay Singh Bapna, [DIN - 02599024} and Mr. Sunil Khanna, [DIN - 00907147], are continued as the Director/s [Category - Nonexecutive, Independent] of the Company.

6.3 DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received the self-declaration/s from all the Independent Director/s of the Company, to the effect that he / she (i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [âListing Regulationsâ] and also, duly complied with Code of Conduct prescribed in Schedule IV to the Act; (ii) was or is not disqualified from being appointed and/or continued to act, as a Director of the Company in terms of the provisions of Section 164 of the Companies Act, 2013; and (ii) was or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other authority in terms of SEBIâs Circular No. LIST/COMP/14/2018-19 dated 20^th June 2018 on the subject âEnforcement of SEBI Orders regarding appointment of Directors by listed companiesâ.

The Company has received the self-declaration/s from all the Director/s and Senior Management Personnel of the Company, as to the due compliance of Companyâs Code of Conduct. As such, the Company do hereby confirm that the Company has duly complied with the Companyâs Code of Conduct namely (i) MMP Code for Prohibition of Insider Trading and MMP Code of Fair Disclosure, and (ii) MMP Code of Business Principles and Conduct.

6.4 BOARD MEETINGS

Five (5) meeting/s of the Board of Directors of the Company were held during the FY 2022-23 under review, on (1) 30^th May 2022 (2) 15^th July 2022 (3) 11^th November 2022 (4) 1^st February 2023 and (5) 29^th March 2023.

6.5 COMMITTEES

details of its constitution, objective or terms of reference and other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boardâs Report.

6.6 RECOMMENDATIONS OF AUDIT COMMITTEE

There is no occasion wherein the Board of Directors of the Company has not accepted any recommendation/s of the Audit Committee of the Company during the FY 2022-23. As such, no specific details are required to be given or provided.

6.7 COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorâs appointment and remuneration and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boardâs Report.

6.8 BOARD EVALUATION

The Companyâs policy on Board Evaluation and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Boardâs Report.

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) will be available at Corporate office of the company on the day of Annual General Meeting.

6.10 REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

The Company do not have any Holding or Subsidiary Company.

6.11 DIRECTORSâ RESPONSBILITY STATEMENT

The Board of Directors confirms: -

(i) That in the preparation of the Annual Accounts (Financial Statements), the applicable Accounting Standards had been followed along with proper explanation, relating to material departures;

(ii) That the Directors had 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 profits of the Company for that financial year;

(iii) That the Directors had 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;

(iv) That the Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

(vi) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and regulations and that such systems were adequate and operating effectively.

6.12 INTERNAL FINANCIAL CONTROLS

M/s Manish N. Jain & Company, Chartered Accountants, Nagpur, the Statutory Auditors of the Company, has reviewed and accordingly, issued their Report on the Internal Financial Controls over the Financial Reporting, in terms of Clause (i) of Sub-section 3 of Section 143 of the Act, which is annexed as an âAnnex - Bâ to the Independent Auditorsâ Report of the Company. The Report on the Internal Financial Controls over the Financial Reporting for the FY 2022-23 do not contain any qualification or adverse remarks. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the notes to the financial statements and as such, do not call for any explanations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

6.13 FRAUDS REPORTED BY AUDITOR

During the FY 2022-23 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the Company are self-explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of Directors of the Company.

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES7.1 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURESSTAR CIRCLIPS AND ENGINEERING LIMITED (âSCELâ)

SCEL reported FY23 Revenue of ?1466 mn compared to ? 1499 mn revenue in FY22. PAT is ?115 mn for FY23 compared to ?165 mn in FY22.The reduction in PAT is largely due to increased depreciation, inflationary pressure and lower high margins exports. Overall exports were also down due to the challenges in Europe and America.

The domestic demand is expected to be stable in the coming year, led predominantly by the commercial vehicle and the tractor segments. We expect USA exports to maintain momentum but exports to Germany are likely to be slow as Germany is officially in recession now.

Our fine blanking project will be operational from June 2023. The fine blanking technology will give the company better value addition with its existing customers. Fine blanked components are also widely used in Electric Vehicles and the Company has been nominated for long term supplies by a leading UK based automobile company.

SCEL will be investing more in fine blanking sector during the current and next year to prepare well for the domestic and export EV market.

TOYAL MMP INDIA PRIVATE LIMITED (TMI)

TMI achieved revenue of ?544 mn in FY23 compared to ?587mn in FY22 and reported PAT of (-)? 7mn in FY23 compared to PAT ?11 mn for FY22.

All the requisite information (details) have been provided in the prescribed Form No. AOC-1 attached as an Annex - A, which forms part and parcel of the Boardâs Report.

7.2 COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the FY 2022-23 under review, the Company is neither a Holding Company nor a Subsidiary, Associates or Joint Venture Company of any other Company or Companies pursuant to the provisions of the Companies Act, 2013 read with relevant rules made thereof.

8. DETAILS OF DEPOSITS

During the FY 2022-23 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the FY 2022-23 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 185 and 186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As such, no specific details are required to be given or provided.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The details of contracts or arrangements or transactions not at armâs length basis and/or the details of contracts or arrangements or transactions at armâs length basis for the FY 2022-23 in the prescribed Form No. AOC - 2 pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are given in the Annex - B, which forms part and parcel of the Boardâs Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as an integral part of its business. Education specifically Education for Girls, Women, Poor, Under-privileged or Disabled (Divyang), Special Education, Research, Training & Skill Development, Environment, Health, Drinking Water, Rural Development, are some of the most critical problems that our country has been facing for years. One of the most effective direct and indirect solutions to solve these is an education, but a great number of peoples cannot afford to get them self-educated.

Keeping this in mind, the Board of Directors through its CSR Committee has implemented certain CSR projects either directly or through implementing agency nominated by the CSR Committee of the Company. All the activities and programme/s covered under CSR are being monitored and implemented by the CSR Committee of the Company. The Company do confirm that the Company is in due compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Project/s of the Company are in accordance with the provisions of Section 135 of, Schedule VII to, the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Companyâs CSR Policy. The Annual Report on the CSR Activities for the FY 2022-23 is given in the Annex - C, which forms part and parcel of the Boardâs Report.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, for the FY 2022-23 as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annex - D to this report.

13. RISK MANAGEMENT

The Company has a Risk Management framework in place to identify, assess, monitor and mitigate various risks to its business. It has framed the Risk Management Plan and adopted in its Risk Management Policy.

The Board of Directors based on the recommendations of the Risk Management Committee of the Company, periodically reviews the Companyâs risk assessment and minimization procedures to ensure that management identifies and controls risks through a properly defined framework. The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report.

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who is using this platform and direct access to the Chairman of the Audit Committee is also available in exceptional cases. The detailed objectives of the policy are given in Corporate Governance Report which forms part of this report. This Whistle Blower Policy is applicable to all the Directors, employees, vendors and customers of the Company and it is also posted on the Website of the Company.

15. MATERIAL ORDERS OF JUDICIAL BODIES OR REGULATORS

During the FY 2022-23 under review, no significant and material order is passed by any of the Regulators or Courts or Tribunals impacting the going concern status and Companyâs operations in future. As such, no specific details are required to be given or provided.

16. AUDITORS(A) STATUTORY AUDITORS AND THEIR REPORT

The Shareholders (Members) of the Company, at their Forty-ninth (49th) Annual General Meeting of the Company held on 29^th August 2022, were appointed M/s Manish N. Jain & Co., Chartered Accountants, Nagpur [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], as the Statutory Auditors of the Company to hold office from the conclusion of 49^th Annual General Meeting held for the financial year 2021-22 ended 31st March 2022 till the conclusion of 54^th Annual General Meeting of the Company to be held for the financial year 2026-2027 ending 31st March 2027.

The Auditorsâ Report submitted by M/s Manish N. Jain & Co., Chartered Accountants, Nagpur, [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], the Statutory Auditors of the Company to the Shareholders (Members) for the FY 2022-23 do not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the financial statements and as such, do not call for any explanations.

(B) SECRETARIAL AUDITORS

M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], have furnished a Certificate of their consent, qualification and eligibility and also, have confirmed about their not being disqualified for the appointment including re-appointment as the Secretarial Auditors of the Company for the FY 2023-24.

Accordingly, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed, M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], as the Secretarial Auditors of the Company for the FY 2023-24.

M/s Khanuja Patra & Associates, Cost Accountants, Nagpur, [Firm Registration No. 00214], have furnished a Certificate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act,

2013 read with the rules made there under, Certificate for independence and armsâ length relationship with the Company and have confirmed about their not being disqualified for such appointment including re-appointment within the meaning of Section 141(3) of the Companies Act, 2013.

Pursuant to the provisions of Section 148 ofthe Companies Act 2013, the Board ofDirectors, on the recommendations of the Audit Committee, of the Company, has approved and appointed, M/s Khanuja Patra & Associates, Cost Accountants, Nagpur, [Firm Registration No. 00214], as the Cost Auditors of the Company, for the FY 2023-24 and has also recommended their remuneration to the Shareholders (Members) for their ratification at the ensuing 50^th Annual General Meeting of the Company.

(D) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules,

2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has approved and appointed M/s Nitin Alshi & Associates, Chartered Accountants, Nagpur, as the Internal Auditors of the Company, for the FY 2022-23.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the FY 2022-23, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

Further, the Company has appointed M/s Nitin Alshi & Associates, Chartered Accountants, Nagpur as the Internal Auditors of the Company of FY 2023-24.

17. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form No. MR-3 submitted by M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495], the Secretarial Auditors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors of the Company, for the FY 2022-23, is attached herewith as an Annex - E and forms part and parcel of the Boardâs Report.

18. EXPLANATIONS IN RESPONSE TO AUDITORSâ QUALIFICATIONS

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors of the Company, for the FY 2022-23 do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective Report/s are self-explanatory and as such, do not call for any explanations.

19. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard - 1 (âSS-1â) on Meetings of the Board of Directors and Secretarial Standard - 2 (âSS-2â) on General Meetings, during the FY 2022-23.

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the FY 2022-23 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided.

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

During the FY 2022-23 under review, there is no occasion wherein the Company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

22. ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.mmpil.com.

23. OTHER DISCLOSURES(A) AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED

For the FY 2022-23 under review, the Company has prepared the audited financial statements on standalone as well as consolidated basis after incorporating the share of profit or loss from its associate and joint-venture companies namely Star Circlips & Engineering Limited and TOYAL MMP India Private Limited.

(B) MATERIAL DEVELOPMENT IN HUMAN RESOURCES

During the FY 2022-23 under review, industrial relations remained cordial. Employeesâ competencies and skills were enhanced by exposing them to several internal and external training programme/s. A number of measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organisation.

The departmental safety coordinators are identified for monitoring and training on safety related matter at shop-floor. Safety Committee and Apex Committee are available for periodical review on health, safety & environment of all departments. Regular training on safety is being organised for new appointee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on regular basis. Hand book on safety awareness are distributed to all employees.

(D) COST RECORDS

Pursuant to the provisions of Rule 8(5)(ix)(d) of the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors do confirm that, the Central Government has prescribed for maintenance of cost records under Section 148(1) of the Companies Act, 2013 by the Company and accordingly, such cost accounts and records, subject to cost audit, have been made and maintained by the Company during the FY 2022-23.

24. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS24.1 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

The Management Discussion and Analysis Report (MDAR) on the affairs of the Company for the FY 2022-23, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) is provided in a separate section and forms an integral part of this Report.

24.2 CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

Your Directors are pleased to report that your Company has duly complied with the SEBI Guidelines on Corporate Governance for the year 2022-23 relating to the Listing Regulations. A Certificate from M/s. Vaibhav Jachak & Co, Company Secretaries, Nagpur [ICSI Membership No. FCS-8821 & Certificate of Practice No. 18495] confirming compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company.

24.3 SUSPENSION OF TRADING

The equity shares of the Company have been listed and actively traded on Main Board of National Stock Exchange of India Limited. There was no occasion wherein the equity shares of the Company have been suspended for trading during the FY 2022-23.

However, due Enhanced Surveillance Measures, when scrip of company entered in ESM Stage-II, the trading of shares was suspended for procedural measures on 23^rd June, 2023.

â¢ OTHER MATTERS(A) DEMATERIALISATION OF SHARES

As on 31^st March 2023, the entire 100% issued, subscribed and paid-up share capital i. e. 25402613 equity shares of the Company were held in dematerialised form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES

The Company, has duly paid the requisite annual listing fees for the FY 2023-24, to the National Stock Exchange of India Limited (NSE).

The Company, has also duly paid the requisite annual custodian and other fees for the FY 2023-24, to the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSIL).

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODE AND POLICIES OF THE COMPANY

Your Board of Directors are pleased to report that your Company has complied with the:-

(i) Code of Conduct of Business Principles and Conduct;

(ii) Code of Prevention of Insider Trading in MMP securities by the designated persons (insider) (as amended from time to time);

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Risk Management Policy;

(vii) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

(viii) Policy for determining of âmaterialâ Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

(ix) Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

(x) Policy for determination of materiality, based on specified criteria and accordingly, grant authorization for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code/s and policy(ies) are available on the Companyâs website www.mmpil.com.

25. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

MMP Industries Limited (âthe Companyâ) has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed of during the FY 2022-23:-

(a)	Number of complaints pending at the beginning of the year	NIL
(b)	Number of complaints received during the year	NIL
(c)	Number of complaints disposed off during the year	NIL
(d)	Number of cases pending at the end of the year	NIL

The Certificate by the Managing Director and Whole-time Director of the Company, to that effect is enclosed herewith as an Annex - G and forms part of this report.

ENCLOSURES

Annex - A	Form No. AOC-1 - Information or Details about the Associate Companies of the Company
Annex - B	Form No. AOC-2 - Information / Details of contracts or arrangements or transactions not at armâs length basis and/or the details of contracts or arrangements or transactions at armâs length basis
Annex - C	Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details
Annex - D	Report on Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Annex - E	Secretarial Audit Report in Form No.MR-3
Annex - F	Business Responsibility Report
Annex - G	Certificate on Sexual Harassment of Women at the Work place and its Prevention, Prohibition & Redressal

ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Auditors, Advisors & Consultants, other Intermediary service provider/s and other Investor/s for their continuous support for the working of the Company.

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central - State - Local Government and other regulatory authorities, Bankers and Members.

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

Mar 31, 2018

The Board of Directors of the Company hereby present the Forty-Fifth (45^th) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the year 2017-2018 ended 31^st March 2018.

1. INITIAL PUBLIC OFFER (IPO)

The Company, pursuant to the provisions of Section 26 and 32 of the Companies Act, 2013 read with rules made there under, including the SEBI (ICDR) Regulations, 2009 (as amended), and in terms of Prospectus Dated 5^th April 2018, offered 45,00,000 (Forty-five lakh) equity shares of face value of Rs.10/- each, at a premium of Rs.178/- per equity share, in the capital of the Company, through Book Building process, in the Initial Public Offer (IPO).

The IPO Bid / Issue opened on Wednesday, the 28^th March 2018 and closed on Wednesday, the 4^th April 2018, except for Anchor Investors, the Bidding date was Tuesday, the 27^th March 2018.

The issue and allotment of equity shares in the capital of the Company was made on Tuesday, the 10^th April 2018. The designated Stock Exchange - National Stock Exchange of India Limited, has approved, the listing and trading of equity shares in the capital of the Company, on its SME Platform namely NSE EMERGE, effective Thursday, the 12^th April 2018.

2. OVERALL AFFAIRS / PERFORMANCE / FINANCIAL RESULTS

During the financial year 2017-2018 under review, the Company has recorded the higher standalone gross revenue of Rs. 24924.39 lakh, up by 10.01% over the revenue of Rs. 22655.71 lakh of FY 2016-2017. There is an excellent growth in operating profit (41.97%) and profit before tax and exceptional item (56.43%) as compared to growth in revenue (10.01%) over the corresponding figures pertaining to previous FY 2016-2017. However, there is nominal growth of 6.06% in net profits from 1449.32 lakh to 1537.17 lakh, mainly due to an exceptional item of Rs. 464.54 lakh (surplus on account of transfer (assignment) of leasehold rights in respect of Plot No. K-61, Butibori MIDC Area, Nagpur) pertaining to FY 2016-2017.

During the financial year 2017-2018 under review, the share of profits from Associate Companies of Rs. 366.44 lakh of FY 2017-2018 as compared to Rs. 271.87 lakh pertaining to FY 2016-2017 has been added, to make a consolidated net profits of 1903.61 lakh FY 2017-2018 as compared to Rs.1721.20 lakh pertaining to FY 2016-2017, of the Company.

The summarized financial results (standalone and consolidated) of the Company are as follows :-

Particulars	Standalone		Consolidated
Particulars	FY 2017-2018 \| FY 2016-2017		FY 2017-2018 \| FY 2016-2017
	(Rupees in Lakh, Except for EPS)

Revenue from Operations (Gross)	24924.39	22655.71	24924.39	22655.71
(Less) Excise Duty	650.82	2333.75	650.82	2333.75
Revenue from Operations (Net)	24273.57	20321.96	24273.57	20321.96
(Add) Other Income	69.79	51.23	69.79	51.23
Total Revenue (Income)	24343.36	20373.19	24343.36	20373.19
(Less) Total Expenditure (Excluding Interest and Depreciation)	21319.46	18243.25	21319.46	18243.25
Profit before Interest, Tax and Depreciation	3023.90	2129.94	3023.90	2129.94
(Less) Interest (Finance Cost)	384.79	390.12	384.79	390.12
(Less) Depreciation	201.75	181.73	201.75	181.73
Profit before Tax, Exceptional and Extra-ordinary Item/s	2437.36	1558.09	2437.36	1558.09
(Add) Exceptional and Extra-ordinary Item/s	0.00	464.54	0.00	464.54

Particulars	Standalone		Consolidated
Particulars	FY 2017-2018 \| FY 2016-2017		FY 2017-2018 \| FY 2016-2017
	(Rupees in Lakh, Except for EPS)

Profit Before Tax (PBT)	2437.36	2022.63	2437.36	2022.63
Current Tax	820.45	500.00	820.45	500.00
Deferred Tax	39.60	54.44	39.60	54.44
Income Tax related to earlier years	40.14	18.86	40.14	18.86
Profit After Tax (PAT)	1537.17	1449.33	1537.17	1449.33
Share of Profit from Associate Company	-	-	366.44	271.87

Basic & Diluted Earnings Per Share (Rupees)	12.36	11.66	15.31	13.84

3. SHARE CAPITAL

During the financial year 2017-2018 ended 31^st March 2018 under review:-

- the nominal (authorised) share capital of the Company was increased from Rs. 8,50,00,000 to Rs. 20,00,00,000, vide special resolution passed at the Extra-ordinary general meeting held on 18^th August 2017;

- the Company has issued 41,45,025 equity shares as bonus shares to the existing shareholders, in the ratio of 1 (one) equity share for every 2 (two) equity shares held as on record date i. e. 13^th September 2017, by capitalizing Rs. 4,14,50,250 out of the General Reserves of the Company, vide Shareholders'' special resolution passed at the Extraordinary general meeting dated 18^th August 2017 and Board resolution dated 13^th September 2017;

- the issued, subscribed and paid-up share capital of the Company was increased from Rs. 8,29,00,500 to Rs. 12,43,50,750 by issuing bonus shares in proportion of 1 (one) Bonus equity share for every 2 (two) existing fully paid-up equity shares of the Company;

- the changes in the issued, subscribed and paid-up share capital, reserves and surplus, accounting of IPO proceeds and utilisation thereof, due to IPO, shall reflect in the financial statements pertaining to the financial year 2018-2019 ending 31^st March 2019.

4. DIVIDEND

The objects of the IPO is setting up of a new facility for manufacturing of Atomised Aluminium Powder, Pyro and Flake Aluminium Powder and Aluminium Foils at Umred MIDC Area. For implementation of all these projects, the Company is required to infuse its internal accruals in addition to IPO proceeds. As such, the Board of Directors does not recommend any dividend on the equity shares for the financial year 2017-2018 ended 31^st March 2018.

5. TRANSFER TO RESERVES (BALANCE SHEET)

The sum/s transferred to reserves and surplus (balance sheet) account/s viz., Capital Reserve (Special Capital Incentives), Revaluation Reserve, General Reserve, Profit & Loss, and closing balance/s thereof as at 31^st March 2018 (FY 2017 2018) [Previous Year ended 31^st March 2017 (FY 2016-2017)] is as follows :-

Sr. No.	Particulars	FY 2017-2018	FY 2016-2017
		Amount in Rupees (Lakhs)

1.	Capital Reserve
	a. Opening Balance	58.21	40.32
	b. (Add) Additions during the year	0.00	17.89
	c. (Less) Transferred during the year	17.89	0.00
	Closing Balance	40.32	58.21

Sr. No.	Particulars	FY 2017-2018	FY 2016-2017
		Amount in Rupees (Lakhs)

2.	Revaluation Reserve
	a. Opening Balance	6.08	6.08
	b. (Add) Transfer from Statement of Profit & Loss	0.00	0.00
	Closing Balance	6.08	6.08

3.	General Reserve
	a. Opening Balance	407.13	407.13
	b. (Add) Transfer from Statement of Profit & Loss	0.00	0.00
	c. (Less) Amount utilised for issuance of Bonus Shares	407.13	0.00
	Closing Balance	0.00	407.13

4.	Profit & Loss Account
	a. Opening Balance	3346.82	1897.49
	b. (Add) Net Profit for the year	1537.17	1449.33
	c. (Less) Amount utilised for issuance of Bonus Shares	7.37	0.00
	d. (Less) Adjustments in respect of provisions of Gratuity & Leave Encashment [Net of Taxes]	188.13	0.00
	Closing Balance	4688.48	3346.82

	Total Reserve and Surplus	4734.87	3818.23

6. NATURE OF BUSINESS ACTIVITIES AND CHANGES THEREOF

During the financial year 2017-2018 under review, the Board of Directors, though exploring addition to existing business and commercial activities, had neither been explored any change in nature of business and commercial activities for the Company nor there is a change in nature of business and commercial activities of the Company. As such, no specific details regarding change in nature of business activities are required to be given or provided.

7. STATE OF COMPANY''S AFFAIRS

Your Company has registered a consistent and strong revenue growth both in terms revenue and earnings in the financial year 2017-2018 ended 31^st March 2018 under review. The consolidated net revenue from operations of Rs. 24273.57 Lakh in FY 2017-2018 is up by 19.45% as compared to Rs. 20321.96 Lakh in FY 2016-2017. The operating profit (EBIDTA) at Rs. 3023.90 Lakh in FY 2017-2018 is 41.97% higher than Rs. 2129.94 Lakh in FY 2016-2017. The Net profit after tax for the FY 2017-2018 has increased from Rs. 1449.32 Lakh (Including exceptional item of Rs. 464.53 Lakh) to Rs. 1537.16 Lakh. The overall performance of the respective division/s of the Company during the financial year 2017-2018 ended 31^st March 2018 are provided hereunder :-

ALUMINIUM POWDER AND PASTE DIVISION

The total revenue of this division is Rs. 17680.09 Lakh, up by 26.43% as compared to the revenue of Rs. 13984.35 Lakh of FY 2016-2017. The segment result is at Rs. 2655.44 Lakh which is higher by 59.17% compared to Rs. 1668.26 Lakh of FY 2016-2017.

ALUMINIUM CONDUCTORS DIVISION

The total revenue of this division at Rs. 5762.73 Lakh, up by 1.98% as compared to the revenue of Rs. 5651.02 Lakh of FY 2016-2017 The segment result is at Rs. 545.62 Lakh which is up by 5% compared to Rs. 519.62 Lakh of FY 2016 2017.

FUTURE PROSPECTS

NEW MANUFACTURING FACILITIES AT UMRED - MIDC AREA, NAGPUR

The implementation/s of setting up of a new facility for manufacturing of Atomised Aluminium Powder, Pyro and Flake Aluminium Powder and Aluminium Foils at Umred MIDC Area, are as per schedule and plan/s as provided in the Objects of the Offer Document (Prospectus) of the Company.

After completion of allotment of industrial land at Umred MIDC Area, close to Nagpur city in the State of Maharashtra, the land development work (cutting, filling, and compaction) is in full swing. The electricity (temporary) connection from MSEDCL required for construction activities has been charged and temporary office and allied facilities for site management have been set up. The contract for site development, civil work, roads and water drains has been released.

The orders for major machineries (2 nos. furnaces for atomized powders and 6 nos. of ball mills for pyro and flake powders) have been released by the Company.

The application for consent to establish has been made to the Maharashtra Pollution Control Board (MPCB). The civil and structural designs of various factory buildings have been finalized and the Request for Quotation (RFQ''s) for the Pre-engineered Buildings have been released.

ALUMINIUM POWDERS

The growth of low cost and urban housing is expected to be above the GDP growth with the Government''s objective of housing for all by 2022. As such, the Aluminium powder usage in AAC blocks is likely to be strong and grow at 12 to 15% with more and more factories starting production and stabilizing operations. Your Company is making efforts to export this product in South East and it is expected that after the initial customer resistance, a breakthrough is possible in this vast market potential. With this in view, an additional capacity is planned to be added in the next 12 to 15 months for Aluminium powders for AAC at the new manufacturing facilities at Umred - MIDC Area.

In line with the mining growth of 10 to 12%, the usage of Aluminium powders for the slurry explosives will continue to grow and your Company''s strong market share will be further consolidated. Aluminium powders usage in other user segments like pesticides, defence applications and exothermic applications are continuing to grow well.

The sale of Atomized powder to the Associate Company (TMI) will be ramped up specifically with your Company setting up an additional capacity for Atomized Powders at the new manufacturing facilities in Umred - MIDC Area.

FUTURE PLANS FOR ALUMINIUM POWDERS

Recently, your Company has been listed on the NSE Emerge and a significant part of the IPO proceeds will be utilized in enhancing the capacity of Atomized powders as well as Pyro & Flake powders. For that purpose, your Company has allotted MIDC land at Umred (60 KM from Nagpur) and plant design, building and civil infrastructure at this greenfield site is now under process. Subject to receipt of approval/s from the Government as per our estimates, we expect partial capacities to be operational for trials during the Fourth Quarter (Q-4) of the FY 2018-2019.

ALUMINUM PASTE

With the transfer of production capacity to TMI for Aluminium pastes, your Company will largely focus on promotion of leafing powders for the ink and plastic industries. This has a decent export potential and a growing domestic market. The Aluminium paste capacity will also act as an additional capacity support to TMI in times of heavy demand.

ALUMINIUM CONDUCTORS

Your Company has plans to meet the requirements of Power Grid Corporation of India in the FY 2018-2019 and open up a new potential for its Aluminium conductors. The present local demand with private contractors is satisfactory but growth is hindered because of delay in payments by the electrical distribution companies to the private contractors. However, the Government rates and payment terms with private contractors are expected to be resolved and the second half of the FY 2018-2019 will see demand uptick. It is expected that Aluminium conductor revenue will rise by 20 to 25% over the FY 2017-2018.

8. HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

During the financial year 2017-2018 ended 31^st March 2018 under review, the Company is neither a Holding Company nor a Subsidiary, Associates or Joint Venture Company of any other Company or Companies pursuant to the provisions of the Companies Act, 2013 read with relevant rules made thereof.

However, Star Circlips & Engineering Limited [CIN - U24110MH1974PLC017301] and Toyal MMP India Private Limited [CIN - U36990MH2016FTC281521] were continued to be the Associate Companies of the Company during the financial year 2017-2018 ended 31^st March 2018.

STAR CIRCLIPS AND ENGINEERING LIMITED (''Star Circlips'')

Star Circlips is the engineering and specialized fastener manufacturing Company. The Company''s products are extensively used in the automobile sector comprising of 2 and 3 wheelers, passenger cars, commercial vehicles and tractors. The Company''s growth is fueled directly by the ever increasing demand in India, Europe and USA in the auto sector. As the automobile assemblies in transmission boxes, clutches, steering columns and brakes are continuously upgraded by international auto companies, Star Circlips is required to continuously develop and produce new specialized parts.

With ongoing investments in new equipment/s to enhance productivity and reduce input costs, Star Circlips is expected to maintain a healthy growth in the coming years. Our cost effective pricing, strong customer confidence and continuous technical exchange with our partner Seeger-Orbis, Germany has been instrumental in Star Circlips being recognized as a reliable brand in the fastener industry.

During the financial year 2017-2018 ended 31^st March 2018 under review, the total revenue of Star Circlips at Rs. 10725.38 lakh is up by 24.51% compared to Rs. 8614.09 lakh of the FY 2016-2017. The EBIDTA at Rs. 3110.15 lakh is up by 44.64% as compared to Rs. 2150.34 lakh and PAT at Rs. 1551.69 lakh is up by 49.85% compared to Rs. 1035.52 lakh of the FY 2016-2017. The Company continued to hold 26.06% shareholding in Star Circlips during the FY 20172018 ended 31^st March 2018 and by virtue of shareholding, the share of profit of Rs. 378.73 lakh is considered in the consolidated financial statements of the Company.

TOYAL MMP INDIA PRIVATE LIMITED (TMI)

TMI is the Aluminium Paste making Company, of which the commercial production commenced in February 2018. The trading business of high value paste from Toyo Group Companies in Japan, USA and France completed its first full year of operations and has been of advantage to major paint companies like Kansai, Asian PPG and KCC. The approvals for manufactured grades with domestic paint companies after validation in Japan is a time consuming activity and TMI expects to introduce its non-leafing grades in the market during the second half of the FY 2018-2019, whereas, the transfer of leafing grades from MMPIL is continuing. TMI also has plans to produce some medium grade pastes (currently imported from China) and have these validated with domestic paint companies during the FY 2018-2019.

During the financial year 2017-2018 ended 31^st March 2018 under review, the total revenue of TMI at Rs. 1965.25 lakh is up by 1266.28% compared to Rs. 143.84 lakh of the FY 2016-2017. The EBIDTA at Rs. 35.76 lakh is up by 195.78% as compared to Rs. 12.09 lakh and PAT at (Rs. 47.24 lakh) decreased by 709.09% compared to Rs. 7.76 lakh of the FY 2016-2017. The Company continued to hold 26.00% shareholding in TMI during the FY 2017-2018 ended 31^st March 2018 and by virtue of shareholding, the share of loss of Rs. 12.28 lakh is considered in the consolidated financial statements of the Company.

All the requisite information (details) have been provided in the prescribed Form No. AOC-1 attached as an Annex - A, which forms part and parcel of the Board''s Report.

9. PUBLIC DEPOSITS

During the financial year 2017-2018 ended 31^st March 2018 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

10. DIRECTORS AND KEY MANAGERAIL PERSONNEL

The changes amongst the Director/s including Executive Director/s and Key Managerial Personnel during the period are as follows :-

I. CHANGES AMONGST THE PROMOTER DIRECTOR/S

Mr. Arun Raghuveer Raj Bhandari, (DIN - 00008901), was re-appointed as the Managing Director (Category -Promoter & Executive), designated Key Managerial Personnel, of the Company, for a further period of Five (5) years effective 1^st February 2018.

II CHANGES AMONGST THE EXECUTIVE DIRECTOR/S

(a) Mr. Bhinvkaran Dhularam Jangid, (DIN - 08021867), was appointed as an Additional Director [Category -Non-Promoter, Non-Independent & Executive], of the Company, effective 14^th December 2017 and also, the Whole-time Director, designated Key Managerial Personnel, of the Company for a period of Five (5) years effective 14^th December 2017.

(b) Mr. Madanmohan Chandulal Agrawal, (DIN - 02281318), Whole-time Director [Category - Non-Promoter, Non-Independent & Executive] ceased to be a Director and also, the Whole-time Director, of the Company, due to resignation effective 14^th December 2017. The Board places on records its appreciation for his wide contributions in the overall performance of the Company.

III. CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

Apart from change/s referred to in (I) and (II) above, there is no other change/s, in the Key Managerial Personnel (KMP), of the Company, and accordingly, Mr. Arun Raghuvir Raj Bhandari, (DIN - 00008901), Managing Director, [Category - Promoter & Executive], Mr. Lalit Ranjeet Raj Bhandari, (DIN - 00010934), Whole-time Director, [Category - Promoter & Executive], Mr. Bhinvkaran Dhularam Jangid, (DIN - 08021867), Whole-time Director, [Category - Non-Promoter & Executive], CA Sharad Mohanlal Khandelwal, [ICAI Membership No. FCA -047999, IT PAN - ADCPK2636D], Chief Financial Officer and CS Chandrakant Shivshankar Nimje [ICSI Membership No. ACS - 48717, IT PAN - ATWPN0626J], Company Secretary and Compliance Officer, of the Company, continued to act as the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended).

IV. CHANGES AMONSGT THE INDEPENDENT DIRECTOR/S

Mr. Vijay Singh Bapna, (DIN - 02599024), and Mr. Sunil Khanna, (DIN - 00907147), were appointed as an Additional Director [Category - Non-executive, Independent], of the Company, by the Board of Directors effective 7^th May 2018, in terms of provisions of Section 161 of the Companies Act, 2013 read with the rules made there under, and who holds such office up to the conclusion of this Forty-fifth (45^th) Annual General Meeting of the Company.

V. DIRECTOR RETIREMENT BY ROTATION

Pursuant to Section 152 of Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended), Mr. Bhinvkaran Dhularam Jangid, (DIN - 08021867), [Category - NonPromoter & Executive], of the Company, retires by rotation and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment as a Director [Category - Non-Promoter & Executive] of the Company, in the interest of the Company.

VI. PROPOSED CHANGES AMONGST DIRECTOR/S PLACED BEFORE THE MEMBERS FOR THEIR APPROVAL

(a) The Board of Directors at its meeting held on 1^st February 2018, based on the recommendations vide resolution passed by the Nomination and Remuneration Committee at its meeting held on 1^st February 2018, has re-appointed Mr. Arun Raghuveer Raj Bhandari, (DIN - 00008901), as the Managing Director, [Category - Promoter & Executive], designated Key Managerial Personnel, of the Company, for a further period of Five (5) years, effective 1^st February 2018, subject to approval of the Shareholders (Members) of the Company at the ensuing Forty-fifth (45^th) Annual General Meeting of the Company. The Board recommends his appointment as the Managing Director, [Category - Promoter & Executive], designated Key Managerial Personnel, of the Company, for a further period of Five (5) years, effective 1^st February 2018, in the interest of the Company.

(b) The term of Mr. Bhinvkaran Dhularam Jangid, (DIN- 08021867), as an Additional Director, [Category - Non Promoter & Executive], of the Company, expiring at the conclusion of the ensuing Forty-fifth (45^th) Annual General Meeting of the Company. The Board recommends his appointment as a Director, [Category - Non Promoter & Executive], liable to retire by rotation, of the Company, in the interest of the Company.

(c) The Board of Directors at its meeting held on 14^th December 2017, based on the recommendations vide resolution passed by the Nomination and Remuneration Committee at its meeting held on 13^th December 2017, has appointed Mr. Bhinvkaran Dhularam Jangid, (DIN - 08021867), as the Whole-time Director, [Category - Non-Promoter, Non-Independent & Executive], designated Key Managerial Personnel, of the Company, for a period of five (5) years, effective 14^th December 2017, subject to approval of the Shareholders (Members) of the Company at the ensuing Forty-fifth (45^th) Annual General Meeting of the Company. The Board recommends his appointment as the Whole-time Director, [Category - Non-Promoter, Non-Independent & Executive], designated Key Managerial Personnel, of the Company for a period of Five (5) years, effective 14^th December 2017, in the interest of the Company.

(d) The term of Mr. Vijay Singh Bapna, (DIN - 02599024), as an Additional Director [Category - Non-executive, Independent], of the Company, expiring at the conclusion of the ensuing Forty-fifth (45^th) Annual General Meeting of the Company. The Board recommends his appointment as a Director, [Category - Non-executive, Independent]. to hold the office for a fixed first term of three (3) consecutive years, i.e. from the conclusion of Forty-fifth (45^th) Annual General Meeting to be held for the financial year 2017-2018 ended 31^st March 2018, up to the conclusion of Forty-eighth (48^th) Annual General Meeting of the Company to be held for the financial year 2020-2021, of the Company, in the interest of the Company.

(e) The term of Mr. Sunil Khanna, (DIN - 00907147), as an Additional Director [Category - Non executive, Independent], of the Company, expiring at the conclusion of the ensuing Forty-fifth (45^th) Annual General Meeting of the Company. The Board recommends his appointment as a Director, [Category - Non executive, Independent]. to hold the office for a fixed first term of three (3) consecutive years, i.e. from the conclusion of Forty-fifth (45^th) Annual General Meeting to be held for the financial year 2017-2018 ended 31^st March 2018, up to the conclusion of Forty-eighth (48^th) Annual General Meeting of the Company to be held for the financial year 2020-2021, of the Company, in the interest of the Company.

The Company has received a Notice in writing under Section 160 of the Companies Ac, 2013 from a member proposing the candidature/s of Mr. Bhinvkaran Dhularam Jangid, Mr. Vijay Singh Bapna, and Mr. Sunil Khanna, for the office of the Director/s of the Company. Moreover, Mr. Vijay Singh Bapna and Mr. Sunil Khanna Independent Director/s, have submitted a declaration that they meets the criteria of independence as provided under the Act.

Except the above, there is no change in the composition of the Board of Directors during the period under review and accordingly, the other Director/s namely, Mr. Ajay Sadashiv Gokhale, (DIN - 00550452), Mr. Karan Yudhishtir Varna (DIN - 06923525), and Mrs. Sudha Sukesh Gandhi, (DIN - 06611145), are continued as the Director/s [Category -Non-executive, Independent] of the Company. [The information (details) of Director/s of seeking appointment / reappointment at the Forty-fifth (45^th) Annual General Meeting of the Company, pursuant to Regulation 26(4) and 36(6) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) is annexed to the Notice convening the Forty-fifth (45^th) Annual General Meeting of the Company].

11. DECLARATION BY INDEPENDENT DIRECTOR/S

The Company has duly complied with the definition of âIndependenceâ according to the provisions of Section 149(6) of, read with Schedule IV - Code of Independent Directors to, the Companies Act, 2013. All the Independent Director/s, have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

12. DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors confirms:-

(i) That in the preparation of the Annual Accounts (Financial Statements), the applicable Accounting Standards had been followed along with proper explanation, relating to material departures;

(ii) That the Directors had 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 profits of the Company for that financial year;

(iii) That the Directors had 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;

(iv) That the Directors had prepared the Annual Accounts (Financial Statements), on going concern basis;

(v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

(vi) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and regulations and that such systems were adequate and operating effectively.

13. NUMBER OF MEETINGS OF THE BOARD

Nine (9) meeting/s of the Board of Directors of the Company were held during the financial year 2017-2018 ended 31^st March 2018 under review, on (1) 11.04.2017 (2) 15.05.2017 (3) 05.08.2017 (4) 18.08.2017 (5) 13.09.2017 (6) 16.10.2017 (7) 03.11.2017 (8) 14.12.2017 and (9) 01.02.2018

14. COMMITTEE(S) OF THE BOARD

The Company has constituted all the requisite Committee(s) of the Board, namely Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility (CSR) Committee, Share Transfer Committee, Risk Management Committee and Project Monitoring Committee, pursuant to the provisions of the Companies Act, 2013 read with the rules made there under and Listing Regulations. The details of its constitution, objective or terms of reference and other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Board''s Report.

15. AUDITORS

I. STATUTORY AUDITORS AND THEIR REPORT

The Shareholders (Members) of the Company, based on the approval and recommendations of the Board of Directors, based on the approval and recommendations of the Audit Committee of the Company, at their Forty-fourth (44^th) Annual General Meeting held on 30^th September 2017, has approved the appointment of Messers Manish N. Jain & Co., Chartered Accountants, Nagpur [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], as the Statutory Auditors of the Company to hold office from the conclusion of Forty-fourth (44^th) Annual General Meeting held for the financial year 2016-2017 ended 31^st March 2017 till the conclusion of Forty-ninth (49^th) Annual General Meeting of the Company to be held for the financial year 2021-2022 ending 31^st March 2022, subject to ratification by Shareholders (Members) at every subsequent Annual General Meeting of the Company. However, the Company is not required to place the matter relating to appointment including re-appointment of the Statutory Auditors of the Company, for ratification by the Shareholders (Members) at every subsequent Annual General Meeting of the Company, in terms of deletion of First Proviso to Section 139(1) of Companies Act, 2013 vide the Companies (Amendment) Act, 2017 effective 7^th May 2018.

The Statutory Auditors have furnished a Certificate of their consent, qualification and eligibility for ratification as well as appointment including re-appointment under Section 139 and 141 of the Companies Act, 2013 read with the rules and regulations made thereunder.

The Shareholders (Members) of the Company are requested to consider, ratify and approve, the appointment including re-appointment of Messers Manish N. Jain & Co., Chartered Accountants, Nagpur, [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], as the Statutory Auditors of the Company, to hold office from the conclusion of Forty-fifth (45^th) Annual General Meeting held for the financial year 2017-2018 ended 31^st March 2018 till the conclusion of the Forty-ninth (49^th) Annual General Meeting of the Company to be held for the financial year 2021-2022 ending 31^st March 2022 at such remuneration as fixed by the Board of Directors and/or Audit Committee of the Company from time to time.

The Auditors'' Report submitted by Messers Manish N. Jain & Co., Chartered Accountants, Nagpur, [ICAI Firm Registration No. 138430W, Peer Review Certificate No. 010231], the Statutory Auditors of the Company to the Shareholders (Members) for the financial year 2017-2018 ended 31^st March 2018 do not contain any qualification. The observations made by the Statutory Auditors in their report are self-explanatory and have also been further amplified in the Notes to the financial statements and as such, do not call for any explanations.

During the financial year 2017-2018 ended 31^st March 2018 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the Company are self-explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of Directors of the Company.

II. COST AUDITORS AND THEIR REPORT

Pursuant to Section 148 of the Companies Act 2013, the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed Messers Khanuja Patra & Associates, Cost Accountants, Nagpur, [Firm Registration No. 00214], as the Cost Auditors of the Company, for the financial year 2018-2019 ending 31^st March 2019 and has also recommended their remuneration to the Shareholders (Members) for their ratification at the ensuing Forty-fifth (45^th) Annual General Meeting of the Company.

The said Cost Auditors have furnished a Certificate of their eligibility for appointment pursuant to Section 141(3)(g) and 148(5) of the Companies Act, 2013 read with the rules made there under, Certificate for independence and arms'' length relationship with the Company and have confirmed about their not being disqualified for such appointment including re-appointment within the meaning of Section 141(3) of the Companies Act, 2013.

III. SECRETARIAL AUDITORS AND THEIR REPORT

The Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed Messers Mukesh Parakh & Associates, Company Secretaries, Nagpur, [ICSI Membership No. FCS-4343 & Certificate of Practice No. 13693], as the Secretarial Auditors of the Company for the financial year 2017-2018 ended 31^st March 2018.

The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company. The Secretarial Audit Report in Form No. MR-3 submitted by the said Secretarial Auditors, for the financial year 2017-2018 ended 31^st March 2018, is attached herewith as an Annex - B and forms part and parcel of the Board''s Report.

IV. INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed (through re-designation) CA Priyesh Rajesh Jobanputra [ICAI Membership No. ACA - 164429], presently designated as the Assistant Manager (Finance) of the Company, as the Internal Auditors of the Company, for the financial year 20172018 ended 31^st March 2018 and also, for the financial year 2018-2019 ending 31^st March 2019.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, from time to time, during the financial year 2017-2018 ended 31^st March 2018, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications, is self-explanatory and do not call for any further explanation/s by the Company.

16. PERSONNEL / PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(a) The ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the financial year :

Executive Directors	Ratio to Median remuneration
Mr. Arun Raghuveer Raj Bhandari - Managing Director Mr. Lalit Ranjeet Raj Bhandari - Whole-time Director	22.73 : 1 6.25 : 1

(b) The percentage increase in remuneration of each Director/s, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year 2017-2018 ended 31^st March 2018 :

Director/s, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Arun Raghuveer Raj Bhandari - Managing Director Mr. Lalit Ranjeet Raj Bhandari - Whole-time Director Mr. Bhinvkaran Dhularam Jangid - Whole-time Director CA Sharad Mohanlal Khandelwal - Chief Financial Officer CS Chandrakant Shivshankar Nimje - Company Secretary	66.67% 22.22% Not Applicable Not Applicable Not Applicable

(d) The number of permanent employees on the rolls of Company as on 31^st March 2018 : 347

(e) 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:

- The average annual increase was about 10%. During the financial year, the total increase is approximately 13.30% after accounting for promotions and other event based compensation revisions.

- Increase in the managerial remuneration for the financial year was around 59.70%, other than commission based on net profit as per the terms of their appointment.

(f) Affirmation: Remuneration paid to Director/s, Key Managerial Personnel and Employees of the Company is as per the remuneration policy of the Company.

(g) Information as per Section 197 of the Companies Act, 2013 (âthe Actâ) and Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 (as amended), forms part of this report. However, in terms of Section 136(1) of the Act, the Report and Financial Statements are being sent to all the shareholders and others entitled to receive the same, excluding the statement of particulars of employees. The statement is available for inspection by the Shareholders (Members) at the Registered Office of the Company during business hours on any working day up to the date of the ensuing Forty-fifth (45^th) Annual General Meeting. If any Shareholder (Member) is interested in obtaining a copy thereof, such Shareholder (Member) may write to the Company Secretary, whereupon a copy would be sent to the concerned Shareholder (Member) of the Company.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, for the financial year 2017-2018 ended 31^st March 2018 as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in the Annex - C to this report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year 2017-2018 ended 31^st March 2018 under review, the Company has neither granted loan/s (secured or unsecured), provided guarantees or securities in connection with any loan/s availed by others nor made any investments pursuant to the provisions of Section 185 and 186 the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). As such, no specific details are required to be given or provided.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The details of contracts or arrangements or transactions not at arm''s length basis and/or the details of contracts or arrangements or transactions at arm''s length basis in Form No. AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 (as amended) are given in the Annex - D, which forms part and parcel of the Board''s Report.

20. LISTING OF SHARES AND PAYMENT OF FEES

The designated Stock Exchange - National Stock Exchange of India Limited, has approved, the listing and trading of equity shares in the capital of the Company, on its SME Platform namely NSE EMERGE, effective Thursday, the 12^th April 2018 and continued to be actively listed and traded as on date. The Company, has paid in advance, the requisite Initial and Annual Listing Fees for the financial year 2018-2019 ending 31^st March 2019, to the National Stock Exchange of India Limited.

21. DEMATERIALISATION OF SHARES

As on 31^st March 2018, all 12435075 equity shares dematerialised through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the Company as on that date.

As on 23^rd July 2018, all 16935075 equity shares dematerialised through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents whole 100% of the total issued, subscribed and paid-up capital of the Company as on that date.

22. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as on 31^st March 2018 pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as amended) is furnished in the Annex-E attached to this report, which forms an integral part of this report.

23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year 2017-2018 ended 31^stMarch 2018 under review, there were no amount/s which is required to be transferred to the Investor Education and Protection Fund by the Company. As such, no specific details are required to be given or provided.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by the SEBI through the Listing Regulations executed with the Stock Exchange. The Company has also implemented several best corporate governance practices as prevalent globally, on voluntary basis.

Your Directors are pleased to report that almost all the provisions of the Companies Act, 2013 read with the rules made there under and the SEBI Regulation/s, including but not limited to, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) [''Listing Regulation''], is made applicable to the Company, effective the date of listing and commencement of trading i. e. 12^thApril 2018.

Your Directors are pleased to report that your Company has complied with the SEBI Guidelines on Corporate Governance as of 31^st March 2018 relating to the Listing Regulations, on voluntary basis. A Certificate from Messers Mukesh Parakh & Associates, Company Secretaries, Nagpur [ICSI Membership No. FCS-4343, Certificate of Practice No. 13693) confirming voluntary compliance with conditions as stipulated under Listing Regulations is annexed to the Corporate Governance Report of the Company.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company believes in the Corporate Social Responsibility as an integral part of its business. Education specifically Education for Girls, Women, Poor, Under-privileged or Disabled (Divyang), Skill Development and Training, Environment, Health, Drinking Water, Rural Development, are some of the most critical problems that our country has been facing for years. One of the most effective direct and indirect solutions to solve these is an education, but a great number of peoples cannot afford to get them self-educated.

Keeping this in mind, the Board of Directors through its CSR Committee has implemented certain CSR projects either directly or through implementing agency nominated by the CSR Committee of the Company. All the activities and programme/s covered under CSR are being monitored and implemented by the CSR Committee of the Company. The Company do confirms that the Company is in due compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR project/s of the Company are in accordance with the provisions of Section 135 of, Schedule VII to, the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company''s CSR Policy. The Annual Report on the CSR Activities for the financial year 2017-2018 ended 31^st March 2018 is given in the Annex - F, which forms part and parcel of the Board''s Report.

26. CODES OF CONDUCT OF BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER TRADING AND OTHER CODES/ POLICIES

Your Directors are pleased to report that your Company has complied with the:-

(i) Code of Conduct of Business Principles and Conduct;

(ii) Code of Prevention of Insider Trading in MMP securities by the designated persons (insider) (as amended from time to time);

(iii) Code for Vigil Mechanism - Whistle Blower Policy;

(iv) Code for Independent Directors;

(v) Corporate Social Responsibility (CSR) Policy;

(vi) Risk Management Policy;

(vii) Policy on Document Preservations (Regulation 9 of the SEBI (LODR) Regulations, 2015);

(viii) Policy for determining of ''material'' Subsidiary (Regulation 16 of the SEBI (LODR) Regulations, 2015);

(ix) Policy on materiality of related party transaction/s and on dealing with related party transactions (Regulation 23 of the SEBI (LODR) Regulations, 2015); and

(x) Policy for determination of materiality, based on specified criteria and accordingly, grant authorisation for determination of materiality of events (Regulation 30 of the SEBI (LODR) Regulations, 2015).

The aforesaid code(s) and policy(ies) are available on the Company''s website www.mmpil.com.

27. MATERIAL DEVELOPMENT IN HUMAN RESOURCES

During the financial year under review, industrial relations remained cordial. Employees'' competencies and skills were enhanced by exposing them to several internal and external training programme/s. Various measures were taken to improve motivation level of employees. Additional efforts are continued to be implemented with a view to obtain commitment and loyalty towards the organisation.

28. INDUSTRIAL RELATIONS, HEALTH AND SAFETY

Departmental safety coordinators are identified for monitoring & training on safety related matter at shop-floor. Safety Committee and Apex Committee are available for periodical review on safety, health & environment of all departments. Regular Training on Safety is being organised for New Joinee, regular employees & contract labour. Mock-drills are conducted for practical exposure to meet emergency need on quarterly basis. Hand book on safety awareness are distributed to all employees.

29. SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

MMP Industries Limited (âthe Companyâ) has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this Policy. The Certificate by the Managing Director and Whole-time Director of the Company, to that effect is enclosed herewith as an Annex - G and forms part of this report.

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure:-

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

31. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

As mentioned under the head âInitial Public Offer (IPO)â at Sr. No. 1, the Company has issued and allotted 45,00,000 (Forty-five lakh) equity shares of face value of Rs.10/- each, at a premium of Rs.178/- per equity share, in the capital of the Company, through Book Building process, in the Initial Public Offer (IPO). The issue and allotment of equity shares in the capital of the Company was made on Tuesday, the 10^th April 2018. The designated Stock Exchange - National Stock Exchange of India Limited, has approved, the listing and trading of equity shares in the capital of the Company, on its SME Platform namely NSE EMERGE, effective Thursday, the 12^th April 2018.

Accordingly, a sum of Rs. 30,01,60,800 received against Bidding by Anchor Investors was shown as Share Application Money Pending Allotment as on 31^st March 2018. Whereas, the changes in the Issued, Subscribed and Paid-up Share Capital, Reserves and Surplus, Accounting of IPO Proceeds and Utilisation thereof, due to IPO, shall reflect in the financial statements pertaining to the financial year 2018-2019 ending 31^st March 2019.

Except the aforesaid, during the financial year 2017-2018 ended 31^st March 2018 under review, there are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of this report. As such, no specific details are required to be given or provided.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the financial year 2017-2018 ended 31^st March 2018 under review, no significant and material order is passed by any of the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future. As such, no specific details are required to be given or provided.

33. OTHER DISCLOSURES

The details regarding Board and its Committee meetings, Evaluation of Board performance, Declaration by Independent Director/s, Remuneration policy for Director/s and KMP''s, Induction, training and familiarisation programmes for Director/s including Independent Director/s and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Board''s Report.

34. COMPLIANCE OF THE SECRETARIAL STANDARDS [SS-1 AND SS-2]

The Board of Directors confirms that the Company, has duly complied and is in compliance, with the applicable Secretarial Standard/s, namely Secretarial Standard-1 (''SS-1'') on Meetings of the Board of Directors and Secretarial Standard -2 (''SS-2'') on General Meetings, during the financial year 2017-2018 ended 31^st March 2018.

35. ENCLOSURES

(a) Annex - A: Form No. AOC-1 - Information (Details) about the Associate Companies of the Company;

(b) Annex - B: Secretarial Audit Report in Form No. MR-3;

(d) Annex - D: Form No. AOC-2 - Information (Details) of contracts or arrangements or transactions not at arm''s length basis and/or the details of contracts or arrangements or transactions at arm''s length basis;

(e) Annex - E: Extract of Annual Return as of 31^st March 2018 in the prescribed Form No. MGT-9;

(f) Annex - F: Annual Report on Corporate Social Responsibility (CSR) activities together with expenditure details; and

(g) Annex - G: Certificate on Sexual Harassment of Women at the Workplace and its Prevention, Prohibition & Redressal.

36. ACKNOWLEDGEMENT

The Board of Directors acknowledges with gratitude for the co-operation and assistance received from National Stock Exchange of India Limited (NSE), Securities Exchange Board of India (SEBI), Merchant Banker, Lead Manager, Underwriter and Market Maker, Auditors, Advisors & Consultants, other Intermediary service provider/s, Anchor and other Investor/s for successful accomplishment of the Company''s maiden IPO.

The Board of Directors also take this opportunity to extend its sincere thanks for co-operation and assistance received by the Company from the Central - State - Local Government and other regulatory authorities, Bankers, Members, Customers, Suppliers,

The Directors also record their appreciation of the dedication of all the employees at all levels for their support and commitment to ensure that the Company continues to grow.

For and on behalf of the Board

Arun Raghuveer Raj Bhandari Lalit Ranjeet Raj Bhandari

^P|ace : N^agpur Managing Director Whole Time Director

Date : July 23, 2018 DIN - 00008901 DIN - 00010934

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Directors Report of MMP Industries Ltd.

1. COMPANY SPECIFIC INFORMATION

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

1.2 AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES - TRANSFER TORESERVES (BALANCE SHEET)

1.3 DIVIDEND

1.4 MAJOR EVENTS OCCURRED DURING THE YEARa) STATE OF COMPANYâS AFFAIRS

ALUMINIUM POWDERS

ALUMINIUM FOILS

ALUMINIUM CONDUCTORS & CABLES

FUTURE PLANS / PROSPECTS:-Aluminium Powders

Aluminium Foils

Aluminium Conductors and Cables

MMP Electricals Private Limited [MEPL] - WOS

b) CHANGE IN NATURE OF BUSINESS

d) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITIONOF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATEOF THE REPORT

1.5 DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT

2. GENERAL INFORMATIONOVERVIEW OF THE INDUSTRY

ECONOMIC OUTLOOK

3. CAPITAL AND DEBT STRUCTURE

4. CREDIT RATING OF SECURITIES

CREDIT RATING FOR DEBT

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

6. MANAGEMENT

6.1 DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(A) CHANGES AMONGST THE PROMOTER DIRECTOR/S

(B) CHANGES AMONGST THE EXECUTIVE DIRECTOR/S

(C) CHANGES AMONGST KEY MANAGERIAL PERSONNEL (KMP)

(D) DIRECTOR RETIREMENT BY ROTATION

6.2 INDEPENDENT DIRECTORS

CHANGES AMONGST THE INDEPENDENT DIRECTOR/S

6.3 DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OFCONDUCT

6.4 BOARD MEETINGS

6.5 COMMITTEES

6.6 RECOMMENDATIONS OF AUDIT COMMITTEE

6.7 COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

6.8 BOARD EVALUATION

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES

6.10 REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING ORSUBSIDIARY COMPANY

6.12 INTERNAL FINANCIAL CONTROLS

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

7. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

7.1 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES ANDJOINT VENTURES

MMP ELECTRICALS PRIVATE LIMITED [MEPL] - WOS

MMP CABLES PRIVATE LIMITED [MCPL] - WOS - Not Applicable as this was incorporated on 6th June,2025.

MMP ALUTECH PRIVATE LIMITED [MAPL] - WOS- Not Applicable as this was incorporated on 16th June,2025.

STAR CIRCLIPS AND ENGINEERING LIMITED (âSCELâ)

TOYAL MMP INDIA PRIVATE LIMITED (TMI)

7.2 COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINTVENTURES

8. DETAILS OF DEPOSITS

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

13. RISK MANAGEMENT

Note on Fire Incident

14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

15. MATERIAL ORDERS OF JUDICIAL BODIES OR REGULATORS

16. AUDITORS

(A) STATUTORY AUDITORS AND THEIR REPORT

(B) SECRETARIAL AUDITORS

(C) COST AUDITORS

(D) INTERNAL AUDITORS

17. SECRETARIAL AUDIT REPORT

18. EXPLANATIONS IN RESPONSE TO AUDITORSâ QUALIFICATIONS

19. COMPLIANCE WITH SECRETARIAL STANDARDS

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 (IBC)

21. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

22. ANNUAL RETURN

23. OTHER DISCLOSURES

(A) AUDITED FINANCIAL STATEMENTS - STANDALONE & CONSOLIDATED

(B) MATERIAL DEVELOPMENT IN HUMAN RESOURCES

(C) INDUSTRIAL RELATIONS, HEALTH AND SAFETY

(D) COST RECORDS

24. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS

24.1 MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR)

24.2 CERTIFICATE OF COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

24.3 SUSPENSION OF TRADING

â¢ OTHER MATTERS

(A) DEMATERIALISATION OF SHARES

(B) PAYMENT OF LISTING AND DEPOSITORIES FEES

1.2 AMOUNT, IF ANY, WHICH THE BOARD PROPOSES TO CARRY TO ANY RESERVES - TRANSFER TO
RESERVES (BALANCE SHEET)

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR
a) STATE OF COMPANYâS AFFAIRS

FUTURE PLANS / PROSPECTS:-
Aluminium Powders

d) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE
OF THE REPORT

2. GENERAL INFORMATION
OVERVIEW OF THE INDUSTRY

6.3 DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF
CONDUCT

6.7 COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

6.10 REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR
SUBSIDIARY COMPANY

7.1 REPORT ON PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURES

MMP CABLES PRIVATE LIMITED [MCPL] - WOS - Not Applicable as this was incorporated on 6^th June,
2025.

MMP ALUTECH PRIVATE LIMITED [MAPL] - WOS- Not Applicable as this was incorporated on 16th June,
2025.

STAR CIRCLIPS AND ENGINEERING LIMITED (âSCELâ)

7.2 COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES

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

18. EXPLANATIONS IN RESPONSE TO AUDITORSâ QUALIFICATIONS

20. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

â¢ OTHER MATTERS

(C) CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER
TRADING AND OTHER CODE AND POLICIES OF THE COMPANY

25. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR a) STATE OF COMPANYâS AFFAIRS

6.7 COMPANYâS POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION

6.11 DIRECTORSâ RESPONSBILITY STATEMENT

STAR CIRCLIPS AND ENGINEERING LIMITED (âSCELâ)

18. EXPLANATIONS IN RESPONSE TO AUDITORSâ QUALIFICATIONS