Magson Retail and Distribution Ltd

To,

The Members,

Magson Retail and Distribution Limited

Your Directors are pleased to present the 6th Annual Report (First Post Initial Public Offer) of the Company together with the audited standalone and consolidated financial statements of the Company for the Financial Year ended March 31,2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Directors' Report is prepared based on the stand-alone and Consolidated financial statements of the company.

(Amount in Lakhs)

2. STATE OF THE COMPANY'S AFFAIRS:

The company is engaged in the Retail and Distribution business of gourmet, frozen food and specialty foods. Indian retail industry has emerged as one of the most dynamic and fast-paced industries due to the opportunities it creates. Consolidated revenues have reached 6803.29 Lacs. We now operate 31 stores across our portfolio of brands and countries. The Company continues to actively pursue new trade areas in the market. This will help us take our brands closer to the customers and give them a better experience, thus solidifying the presence in the domestic market.

Further, the Company had entered into a new venture of Bakery and Confectionery products through Associate Company "Goan Bakery Private Limited".

Further the Company operatedone different venture by a separate chocolate store which is operated under brand name "My Chocolate World".

Further the Company also started a new venture by a separate store which is operated under brand name "NASTA BAZAR".

Stand-alone:-

Your Company's revenuefrom Stand-alone Financial was Rs. 6629.05 Lakhsin Financial year 2023-24as Compared to Rs. 6230.41 Lakhsin Financial year 2022-23, which is Higher than previous year and Profit after tax was placed at Rs. 280.91 Lakhsin Financial year 2023-24as Compared to profit of Rs.251.88 Lakhsin Financial year 2022-23.

Consolidated:-

Your Company's revenue from consolidated Financial was Rs. 6803.29 Lakhs in Financial year 2023-24 as Compared to Rs. 6376.38 Lakhs in Financial year 2022-23, which is Higher than previous year and Profit after tax was placed at Rs. 280.91 Lakhs in Financial year 2023-24 as Compared to profit of Rs. 251.88 Lakhs in Financial year 2022-23.

The overall performance of the Company has been increased when compared to the previous years and the Company shall continue to provide better results to the shareholders in upcoming years via better performance.

4. CAPITAL EXPENDITURE PROGRAMME:

Details of Capital Expenditure are duly noted in financial statements.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company is into the business of Retail business of gourmet, frozen food and specialty foods and distribution related activity. There is no change in nature of business of the Company during the year under review.

6. DIVIDEND

The Board of Directors have recommended payment of dividend of 0.4 per equity share on 78,50,000 Equity Shares of face value of 10 each for the financial year ended 31st March, 2024, subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company. Accordingly, the dividend pay-out for the financial year 2023-24 would amount to approx. 31.40Lakhs.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Shareholders w.e.f. 1st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Shareholders at prescribed rates as per the Income- tax Act, 1961.

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

Since there was no unpaid/unclaimed dividend, the provisions of Section125 of the Companies Act, 2013 do not apply.

8. TRANSFER TORESERVES

During the year under review, the Company has not transferred any amount to General Reserves account.

9. DIRECTORS & KEY MANAGERIALPERSONNEL

As on 31st March 2024, the following were the Directors and Key Managerial Personnels of the Company:

Appointment/Re-appointment

During the financial year under review, Mr. Nitin Jayendrabhai Patel was appointed as an Additional Director (Non- Executive Independent) w.e.f. 11th August, 2023. The appointment of Mr. Nitin Jayendrabhai Patel as Non- Executive Independent Director was approved the Resolutions by the Shareholders by way of Postal Ballot (Remote E-voting Process) on 06th November, 2023 in accordance with the provisions of the Act and the SEBI Listing Regulations.

The Board of Directors of the Company at its Meeting held on 11th August, 2023, based on the recommendation of the Nomination, Remuneration and Compensation Committee, approved thechange in the designation of Mrs. Jennifer Rajesh Francis from Non Executive Director to Executive Director w.e.f. 11th August, 2023.

Further, theboard of directors of the Company has appointed Mr. Sandeep Ambalal Patel and as Non-Executive Independent Director w.e.f. 29th December, 2023.

Resignation

Mr. Nishat Harshadray Brahmbhatt, Non-Executive Independent Director of the Company resigned w.e.f. close of business hours of 29th December, 2023due to pre-occupation. There was no material reason for his resignation.

Further there was no change in the Board of Director of the Company except above changes.

10. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appointment mix of executive, non-executive and Independent Directors to maintain the independence of the board and separate its function of governance and management. As of March 31, 2024 the board had Six members, consisting of executive directors, Non-executive Directors and Independent directors. One of the Executive directors of the board is woman.

The policy of the company on directors' appointment and remuneration including the criteria for determining qualifications, positive attributes, independences of the directors and other matters are required under sub-section (3) of section 178 of the Companies Act,2013 is available on the website of the Company www.magson.in

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

11. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on March 14, 2024 inter alia, to:

1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

2. Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

3. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present in the meeting.

12. DECLARATION BY INDEPENDENT DIRECTORS

Declaration from all the independent directors has been received that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

13. NUMBER OF BOARD MEETINGS

During the year under review, Tenmeetings of the Board of Directors were held in compliance with the Companies Act, 2013 and Listing Regulations, in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. Every Director currently on the Board of the Company has personally attended at least one Board / Committee of Directors' Meeting in the financial year 2023-24.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

Dates of Board meetings are as follows:

The Composition of Board of directors and the details of meetings attended by the board of Directors during the year are given below.

14. FORMAL ANNUAL EVALUATION

The Human Resources, Nomination and Remuneration Committee has devised a criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provides certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guideline.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;

b. The directors have selected such accounting policies and applied them consistently and made judgmentsandestimatesthatarereasonableandprudentsoastogiveatrueandfairviewofthe state of affairs of the company at the end of the financial year and of the profit/loss of the company for thatperiod;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;and

e. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicablelawsandthatsuchsystemswereadequateandoperatingeffectively.

16. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

17. CHANGE IN CAPITAL SRUCTURE OF COMPANY

The details of Share Capital as on 31st March, 2024 are as under:

a. Authorised Share Capital:

The Authorised Share Capital of the Company is 11,00,00,000 (Rupees Eleven Crores only) divided into 1,10,00,000 (One Crores Ten Lacs only) Equity Shares of 10/- each.

b. Paid-up Share Capital:

The Paid-up Share Capital is 7,85,00,000 (Rupees Seven Crores Eighty-Five Lacs only) divided into 78,50,000 (Seventy-Eight Lacs Fifty Thousand Only) Equity Shares of 10/- each.

During the period under review,the paid-up share capital of the company has increased from Rs. 5,73,60,000 (Rupees Five Crore Seventy-Three Lacs Sixty Thousand Only) divided into 57,36,000 (Fifty-Seven Lacs Thirty-Six Thousand) Equity Shares of Rs. 10/- each to Rs. 7,85,00,000(Rupees Seven Crore Eighty-Five Lacs Only) divided into 78,50,000 (Seventy-Eight Lacs Fifty Thousand) Equity Shares of Rs. 10/- each bya Fresh Initial Public Offer/ Issue of 21,14,000Equity Shares havingFace Value of Rs. 10.00/- each at an Issue Price of Rs. 65/- Per Equity Share on 6th of July 2023.

Except above, the Company has not issued any Shares with or without differential rights or Debentures or any other securities by way of public offer, Private Placement, Preferential allotment, Rights issue, Bonus Issue, Sweat Equity Shares, and Employee Stock Option Scheme or in any such other manner.

18. MATERIAL CHANGES AND COMMITMENTS INITIAL PUBLIC ISSUE (IPO)

During the period under review, the Company had successfully made an Initial Public Offer (IPO) of 21,14,000 Equity shares of face valueper shares of Rs. 10/- per shares at an issue price of Rs. 65/- having an issue size of Rs. 1374.10 Lakhs. There was a tremendous response from the market for the IPO of the company which opened on Friday, 23rd June, 2023 and closed on Tuesday 27th June, 2023. The issue was subscribed 6.74 times, with the, the non-institutional portion by 6.08 times and the retail portion by 7.13 times.

The Main Objects of the IPO are to set up new organization and stores under franchise model & tie up with major suppliers, funding working capital requirements and General Corporate purposes.

The equity shares of the Company were listed on National Stock Exchange of India Limited EMERGE platform on 06th July, 2023. The success of IPO reflects the trust, faith and confidence that investors, customers, business partners andmarkets have reposed in your Company.

19. INITIAL PUBLIC OFFER (IPO) AND UTILIZATION OF IPO PROCEEDS:

The Issue size comprised of fresh issuance of up to 21,14,000 Equity Shares of face value of 10/- each fully paid-up of the Company for cash at price of 65 per Equity Share (including premium of 55 per Equity Share) aggregating 1374.10 Lakhs. Your Company has filed the Statements of deviation (s) or variation(s) under Regulation 32 of SEBI (LODR) Regulations, 2015, stating confirmation that there was no deviation in the utilization of proceeds of IPO from the objects as stated in the Prospectus dated 16th June, 2023, after due review by the Audit Committee.

The Complete statement regarding utilization can be viewed under corporate announcements made with the National stock Exchange (NSE).

20. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the period under review, the Board of Directors at their meeting held on 29th March, 2024 had approved the agenda to shift the Registered office of the Company from "Office No. B/204, Primate Complex, Nr. Gormoh Restaurant, Opp. Mother Dairy, Judges Bungalow Cross Road, Bodakdev, Ahmedabad, Gujarat, India, 380015" to "Office No. 506, Akshar Square, Near Page One Hotel, Sandesh Press Road, Vastrapur, Ahmedabad, Gujarat - 380054, India" which falls within the local limits of same city of Ahmedabad with effect from Monday, 08th April, 2024.

21. EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.magson.in

a. STATUTORYAUDITORS

The Company's existing Statutory Auditors, M/s Ambalal Patel & Co., Chartered Accountants, were appointed by the Members at the First Annual General Meeting (AGM) of the Company, for a period of 5 years, to hold office until the conclusion of the 6th AGM to be held for FY 2023-24. The period of five year was completed in the Company. The Board of Directors at its meeting held on 23.08.2024, has recommended re-appointment of M/s Ambalal Patel & Co. as Statutory Auditors of the Company for a second consecutive term of five years, from the conclusion of this 6th Annual General Meeting till the conclusion of the 10th Annual General Meeting to be held for the Financial Year 2028-29.

The Company has received a confirmation from the said Auditors that they are not disqualified to act astheAuditorsandareeligibletoholdtheofficeasAuditorsoftheCompany.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Reporting of Fraud

The Auditor of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013

b. SECRETARIALAUDITORS

In terms of the provisions of Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Kunal Sharma& Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting the secretarial audit of your Company for the financial year ended March 31, 2024.

A Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as Annexure-II in Form MR-3.

c. COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

d. INTERNAL AUDITORS

In terms of the provisions of Section 138 of the Act read with Companies (Account) Rules, 2014, the Company has appointed M/s Nishesh Dalal & Co., Chartered Accountants, as the internal auditor for conducting the internal audit of your Company for the financial year ended March 31, 2024.

23. DEPOSITS

TheCompanyhasnotacceptedorrenewedanyamountfallingwithinthepurviewofprovisionsofSectio n 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

24. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

25. RISK MANAGEMENT POLICY

Your Company has established comprehensive Risk Management System to ensure that risks to the Company's continued existence as a going concern and to its growth are identified and addressed on timely basis.

Your Company being an SME Listed company, the provisions of Composition of Risk Management Committee is not applicable to it, by virtue of Regulation 15(2) (b) of SEBI (LODR) Regulations, 2015.

26. WHISTLE BLOWER POLICY

The Company promotes safe, ethical and compliant conduct of all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are encouraged to report violations of applicable laws and regulations and the Code of Conduct - without fear of any retaliation.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at www.magson.in.

Internal Complaints Committee (ICC) has been constituted to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

There were no complaints received, during the period under review.

28. CORPORATE SOCIAL RESPONSIBILITY

During the year under review the provision of section 135 of Companies Act, 2013 forimplementing Corporate Social Responsibility Policy, constitute committee and expenditurethereof is not applicable to the company since the company is not meeting with the criteria of net worth,turnover or net profits mentioned therein.

29. COST RECORD:

The provision of Cost audit as per section 148 doesn't applicable on the Company.

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

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial statements.

31. RELATED PARTY TRANSACTIONS

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read rules made thereunder, during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the financial year 2023-24 and estimated transactions for financial year 2024-25.

There were no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. Since there were no transactions entered into by the Company with the related Parties during the F.Y. 2023- 24 that were required to be reported, the prescribed form AOC-2 is not attached herewith.

32. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company's operations in future.

33. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES

The Company has Associate Firm Viz. M/S Farmags Associates LLPandFood Book Associates LLP as on31st March, 2024.Subsequent to financial year ended March 31st, 2024, the Company Exit as a Body Corporate Designated Partner in both the LLP and disinvest the stake, voting rights, capital contribution, together with share in profit/loss, if any or interest on capital, if any and other rights and entitlements in both the LLP with effect from closing business hours of 31st July, 2024.

During under the review the company has incorporated the Associate Company of Magson Retail and Distribution Limited in the name of "Goan Bakery Private Limited" on June 04, 2024.

Accordingly, a statement containing salient features of Financial Statements of subsidiary companies in Form No. AOC-1, as required under Section 129(3) of the Companies Act,2013 is attached in Annexure-I.

A. CONSERVATION OFENERGY:

o the steps taken or impact on conservation of energy: Nil

o thestepstakenbythecompany forutilizingalternatesourcesofenergy:None

o the capital investment on energy conservation equipment's:Nil

B. TECHNOLOGYABSORPTION:

o the efforts made towards technology absorption:None

o The benefits derived like product improvement, cost reduction, product development or import substitution:None

o in case of imported technology (imported during the last three years reckoned from the beginning of the financialyear)-

• The details of technology imported:None

• The year of import:N.A.

• Whether the technology been fully absorbed:N.A.

• Ifnotfullyabsorbed,areaswhereabsorptionhasnottakenplace,andthereasonsthereof:

• The expenditure incurred on Research and Developmental

35. INDUSTRIAL RELATION

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. The company recognizes the significance of maintaining harmonious and constructive industrial relations, fostering a collaborative environment that promotes the wellbeing and productivity of our workforce. We believe that healthy relationships with our employees and their representatives are essential for the long-term success and sustainable growth of the organization.

Throughout the reporting period, we have actively engaged in dialogue and consultations with employee representatives and unions to address workplace concerns, promote open communication, and seek mutually beneficial solutions. We have strived to create a workplace culture that values employee engagement, inclusivity, and respect, enabling our workforce to contribute their best efforts towards achieving our business objectives.

36. COMMITTEES OF THE BOARD

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has four (4) Committees viz., Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee and Financial Investment and Business Development Committee to investigate various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and delegate powers from time to time.

a. AuditCommittee:

The Audit Committee comprises of non-executive Independent Director and Non- Executive Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2023-24, Five (5) meeting of audit committee held on 05.06.2023, 10.08.2023, 09.11.2023, 30.01.2024 and 29.03.2024.

The composition of the Audit Committee is given below:

b. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Independent Directors and NonExecutive Director as its members. The Chairman of the Committee is an Independent Director. During the Financial year 2023-24, Three (3) meetings of the Nomination and Remuneration Committee were held on 10.08.2023, 05.10.2023 and 29.12.2023.

The Nomination and Remuneration Committee comprises the following members:

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with existing industry practice. The Policy of nomination and Remuneration committee has been place on the website of the company at www.magson.in

c. Stakeholder's Relationship Committee:

The stakeholder relationship committee comprises Non-executive Independent Director and Nonexecutive Director as its members. The Chairman of the Committee is a Non-Executive Director. During the Financial year 2023-24, Two (2) meeting of Stakeholder Relationship Committee were held on 23.10.2023 and 14.03.2024.

The constituted Stakeholders Relationship Committee comprises the following members:

d. Financial Investment and Business Development Committee

The Financial Investment and Business Development Committee comprises Managing Director, Whole-timeDirector and one Independent Director as its members.The committee was constituted on 09.11.2023 for taking the Financial Investment and Business development related decision. The board member delegated the powers to the committee on behalf of the company for taking the decision relating to the Financial Investment and Business Development amounting to a limit of Rs. 2,00,00,000/- (Rupees Two crores only) per transaction.

During the Financial year 2023-24, One (1) meeting of Financial Investment and Business Development Committee were held on 14.03.2024.

37. CORPORATE GOVERNANCE REPORT

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure III.

39. DEMATERIALISATION OF SHARES

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE0O1S01012 and Registrar and Share Transfer Agent is Bigshare Services Private Limited.

40. CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

41. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated).The Director expressed their satisfaction with the evaluation process.

42. CODE OF CONDUCT

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior Management Personnel of the Company in accordance with the requirement under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code of Conduct has been posted on the website of the Company. All the Board Members and the Senior Management Personnel have affirmed their compliance with the said Code of Conduct for the financial year ended 31st March 2024.

43. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares in the Company as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure the reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company's Shares. The Code is also available on the website of the Company

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

44. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the provisions relating to transfer of funds to Investor education and protection fund does not apply to the Company.

45. PARTICULARS REGARDING EMPLOYEES' REMUNERATION:

The details of remuneration of Directors, Key Managerial Personnel and employees of the Company as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been set out as Annexure - IV to this Report, attached hereto. As there was no employee of the Company drawing remuneration in excess of the limits prescribed and hence, the details as required under Section 134 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 with respect to particulars of top 10 employees need not be required to be disclosed.

46. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the

Companies (Share Capital and Debenture) Rules, 2014 is furnished.

47. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

48. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not issued any equity shares underEmployees Stock Option Scheme.

49. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

50. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one time settlement during the year under review hence no disclosure is required.

51. POLICIES OF THE COMPANY:

The Companies Act, 2013 read with the Rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for listed and/or unlisted companies. All the Policies and Codes adopted by your Company, from timeto time, are available on the Company's website viz., https://www.magson.in/investor resources corner, pursuant to Regulation 46 of the Listing Regulations. The Policies are reviewed periodically by the Board of Directors and its Committees and are updated based on the need and new compliance requirements.

The key policies that have been adopted by your Company are as follows:

1. Archival Policy;

2. Code of Practices and Procedures for Fair Disclosure of UPSI Policy;

3. Familiarization Programmed for Independent Directors;

4. Policy for Board Diversity;

5. Policy for Determination of Legitimate Purpose for Sharing UPSI;

6. Code of Conduct of Board and Independent Director;

7. Nomination and Remuneration and EvaluationPolicy;

8. Vigil Mechanism (Whistle Blower) Policy;

9. Policy on Determination of Materiality;

10. Risk Management Policy;

11. Policy Related Party Transaction.

12. Policy on Preservation of Documents;

13. Sexual Harassment Policy;

14. Dividend policy.

52. CAUTIONARY STATEMENT:

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute "forward looking statements" within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

53. ACKNOWLEDGEMENTS

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company.

Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.