To

The Shareholders (Members) of MMP Industries Limited

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

1.1 FINANCIAL SUMMARY AND HIGHLIGHTS

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

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 31st March 2024 (FY 2023-24) [Previous Year FY 2022-23) is as follows:-

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 51st 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).

a) STATE OF COMPANY'S 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.

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 21st 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 Board's 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:

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: -

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.

6.1 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. 2nd 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 27th May 2023 and Ms. Madhura Ubale is appointed as Company Secretary cum Compliance officer of the Company with effect from 1st 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 SEBI's Circular No. LIST/ COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI Orders regarding appointment of Directors by listed companies"

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].

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 26th 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 6th 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) ["Listing Regulations"] 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 SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI Orders regarding appointment of Directors by listed companies".

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 Company's Code of Conduct. As such, the Company do hereby confirm that the Company has duly complied with the Company's 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) 27th May 2023 (2) 29th July 2023 (3) 6th November 2023 (4) 7th February 2024 and (5) 29th March 2024.

6.5 COMMITTEES

The Company has constituted all the requisite Committee(s) of the Board, namely Audit Committee, Nomination & 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.

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 COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment and remuneration and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Board's Report.

6.8 BOARD EVALUATION

The Company's policy on Board Evaluation and such other related information has been provided under the Corporate Governance Report, which forms part and parcel of the Board's 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 DIRECTORS' 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 ‘Annex - B' to the Independent Auditors' 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 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

(c) the accuracy and timing of financial reports and management information is maintained.

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.

STAR CIRCLIPS AND ENGINEERING LIMITED (‘SCEL')

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 Board's 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 arm's length basis and/or the details of contracts or arrangements or transactions at arm's 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 Board's 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 Company's 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 Board's 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 Company's objectives.

The Board of Directors based on the recommendations of the Risk Management Committee of the Company, periodically reviews the Company's 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 Company's operations in future. As such, no specific details are required to be given or provided.

(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 29th 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 49th Annual General Meeting held for the financial year 2021-22 ended 31st March 2022 till the conclusion of 54th Annual General Meeting of the Company to be held for the financial year 2026-2027 ending 31st March 2027.

The Auditors' 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 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.

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 51st 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 Board's Report.

18. EXPLANATIONS IN RESPONSE TO AUDITORS' 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 (‘SS-1') on Meetings of the Board of Directors and Secretarial Standard - 2 (‘SS-2') 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.

(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. Employees' 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.

24.1 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.

• OTHER MATTERS

(A) DEMATERIALISATION OF SHARES

As on 31st 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 ‘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 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 Company's 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 ("the Company") 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:-

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

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.