Mukand Ltd

1. The Directors present the 86th Annual Report along with the Audited Financial Statements of the Company for the year ended March 31, 2024.

2. Financial Results

Standalone Financial Highlights

(Rs. in crore)

3. Financial Performance and the State of Company's affairs

The total income for the year is to Rs. 5,233.13 crore as compared to Rs. 6,203.47 crore in the previous year. Profit before Tax for the year is at Rs. 128.17 crore as against profit before tax of Rs. 194.27 crore in the previous year.

The revenue of the Steel division stood at Rs.4,995.93 crore for the year as against Rs. 5,480.18 crore of the previous year while the revenue of the Industrial Machinery Division stood at Rs. 222.87 crore as against Rs. 140.33 crore of the previous year.

4. Dividend & Transfer to reserve

The Directors recommend dividend @ 8% on 8% Cumulative Redeemable Preference Shares of Rs.10/- each issued in FY 2019-20.

The Directors also recommend dividend @ Rs.2 per equity share for the year under Report.

Dividend Distribution policy: pursuant to provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI LODR, 2015"), as amended from time to time, the Board of Directors of the Company at its meeting held on May 25, 2021 has formulated a dividend distribution policy of the Company. The said policy has been uploaded on the website of the Company and can be accessed at https://www.mukand.com/wp-content/uploads/2021/08/ Dividend_Distribution_Policy.pdf

5. Demerger of Subsidiary Company

During the year the Company has made application to National Company Law Tribunal for demerger of Stainless Steel Cold Finished Bars and Wires Undertaking of Mukand Sumi Metal Processing Limited ("MSMPL" or "Demerged Company"), on a going concern basis into the Company ("Resulting Company") pursuant to Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013.

6. Joint Venture and Other

Mukand Sumi Special Steel Limited (MSSSL)

MSSSL is a Joint Venture with Sumitomo Corporation (SC), Japan in the Business of manufacturing and marketing Alloy Steel bars and rods.

Mukand Sumi Metal Processing Limited (MSMPL)

MSMPL is a wholly owned subsidiary of the Company. MSMPL is inter-alia, engaged in manufacturing, purchase, refinement, preparation, import, export, sale and generally deal in iron & steel in all forms, and/or by-products thereof. It is also engaged in the business of stainless steel cold finished bars and wires and treasury and investment business.

Mukand Heavy Engineering Limited (MHEL)

The Company incorporated MHEL as its 99.90% subsidiary on December 15, 2023 to carry out business in the field of Industrial Machinery and Gear Box Manufacturing.

7. Finance

Share Capital

The paid-up equity share capital as on March 31, 2024, was Rs.144.51 crore. There is no change in the paid-up share Capital of the Company during the year under review.

Monetization of assets

During the year under report, the Company disposed off 5.51% of equity stake held by the Company in Mukand Sumi Special Steel Ltd, to Jamnalal Sons Private Ltd, an entity belonging to the promoter group of the Company on May 02, 2023, for a total consideration of Rs 147.58 crore.

Material Changes & Commitments

There have been 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 and the date of this report. Management expects to recover carrying amount of all its assets as appearing in the financial statements as at March 31, 2024.

Fixed Deposits

During the year, the Company has decided not to renew Circular in the form of advertisement inviting Fixed Deposit from its members. The Company has not accepted any deposits from members since August 11,2023. For the period from April 01, 2023 to August 11, 2023 the Company accepted deposits of Rs.1.64 crore. During the year, the Company repaid deposits of Rs.1.10 crore. The total outstanding deposits as on March 31, 2024 was Rs.43.62 crore. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

The current rate of Interest on continuing Fixed Deposits is as under:

Shareholders - Rate of Interest 7.50% for 3 years

Senior Citizen Shareholders - Rate of Interest 7.75% for 3 years

Credit Rating

The rating agency CRISIL Ratings Limited vide its letter dated August 21,2023, has assigned following ratings to bank facility and debt instrument of the Company as stated below:

Acuite Ratings and Research Ltd (upto 03.01.2024) (Ref Note below)

Note : Acuite Ratings & Research Ltd vide its letters dated January 3, 2024 has withdrawn rating assigned to bank facilities and 180 days Notice of Withdrawal for rating assigned to Fixed Deposits of the Company.

Corporate Social Responsibility (CSR)

In view of amendment to Section 135 of Companies Act, 2013, a company is required to have a CSR Committee, if it is required to spend more than Rs.50 Lakhs toward CSR activities. Accordingly, the Board at its Meeting held on May 16, 2023, constituted the CSR Committee as follows :

Shri Niraj Bajaj - Chairman

Smt Bharti R Gandhi - Member

Shri Sankaran Radhakrishnan - Member

Report on CSR activities carried out by the Company, Joint Venture Companies and by the Bajaj Group is enclosed as part of this report as Annexure-1.

Statutory Disclosures

The Statutory Disclosures in accordance with Section 134 read with Rule 8 of Companies (Accounts) Rules 2014, Section 178, Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI LODR, 2015 are given in the annexures to this Report.

Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-2.

Business Responsibility and Sustainability Report

As required under Regulation 34(2)(f) of SEBI LODR, 2015, Business Responsibility and Sustainability Report is enclosed as a part of this report as Annexure-3.

Corporate Governance Report

The Company has complied with the Corporate Governance requirements under the Act and SEBI Listing Regulations.

A report on Corporate Governance together with the certificate of the statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI LODR 2015 is enclosed as a part of this report as Annexure-4.

During the year under review, 4 (Four) Meetings of the Board of Directors of the Company were convened and held. Detailed information on the meetings of the Board and its various Committees are included in Corporate Governance Report forming part of this report.

Annual Return

Annual Return as at March 31, 2024 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at https://www.mukand.com/investors/annual-reports

Directors' Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.

ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024, and of the profit of the Company for the year ended March 31, 2024.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

Disclosure regarding Company's policies under Companies Act, 2013

The Company's policies on

i) Director's appointment and remuneration, determining criteria for qualification/ independence,

ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, vi) Determining Material Subsidiaries and vii) Whistle Blower / Vigil Mechanism along with details of web link (in cases where it is prescribed) are given in Annexure-5.

Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.

Related Parties Transactions

All contracts / arrangement / transactions entered into by the Company during FY 2023-24 with related parties were in compliance with the provisions of the Companies Act, 2013 and SEBI LODR, 2015. The details of transactions with related parties during FY 2023-24 are provided in the notes to the financial statements.

Further, material Related Party Transactions (RPTs) as per Regulation 23 of SEBI LODR 2015 were approved by the members. During the year 2023-24, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of SEBI LODR 2015, all RPTs were placed before the Audit Committee for its prior approval. The requisite disclosure in respect of aforesaid RPTs in Form AOC-2 is furnished in Annexure-6

Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

Information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is provided in Annexure-7.

Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

A report on performance and financial position of each of the subsidiaries, associates and joint venture companies together with names of companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year under review are furnished in Annexure-8.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statement of the Company, consolidated financial statements along with the relevant documents and separate audited financial of statements in respect of subsidiaries, are available on the Company's website, www.mukand.com.

Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

Shri Niraj Bajaj is re-appointed as Chairman and Managing Director of the Company, liable to retire by rotation, for a period of 3 years w.e.f. July 5, 2023.

Shri Arvind Madhav Kulkarni is re-designated as a Non Executive, Non Independent director of the Company, with effect from April 13, 2023, liable to retire by rotation.

At the 85^th Annual General Meeting of the Company held on August 11, 2023, the shareholders of the Company approved the appointment of Shri Niravnayan Bajaj as Whole-time Director of the Company for a period of 3 years w.e.f. May 16, 2023.

Directors liable to retire by rotation: Shri Niraj Bajaj who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and approve his re-appointment..

Changes in Key Managerial Personnel

During the year under review Shri Niravnayan Bajaj is appointed as Whole-time Director of the Company for a period of 3 (Three) years with effect from May 16, 2023 and his appointment is approved by the Shareholders vide Special Resolution passed at the 85th Annual General Meeting of the Company held on August 11, 2023.

Shri Niraj Bajaj is re-appointed as Chairman and Managing Director of the Company, liable to retire by rotation, for a period of 3 (Three) years w.e.f. July 05, 2023 and his remuneration and appointment is approved by the Shareholders vide Special Resolution passed through Postal Ballot Notice dated February 13, 2023.

Shri Arvind Madhav Kulkarni is re-designated as a Non Executive, Non Independent director of the Company, with effect from April 13, 2023, liable to retire by rotation, pursuant to Special Resolution passed by the shareholders through Postal

Ballot Notice dated February 13, 2023,

Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders' Relationship committee, Risk Management Committee and Corporate Social Responsibility Committee. For further information with regard to manner in which evaluation was carried out etc., refer Performance Evaluation section of Corporate Governance Report attached to this report.

The Independent Directors of the Company met separately on March 12, 2024 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

Details relating to Remuneration of Directors, Key Managerial Personnel and Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in Annexure-9.

Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in today's world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

Consolidated Financial Statements (CFS)

The CFS is prepared by the Company pursuant to Section 129(3) of the Companies Act, 2013 in accordance with the requirements of Ind-AS110 Consolidated Financial Statements read with other applicable Indian Accounting Standards. Segment-wise disclosure of revenues, results, assets and liabilities on the basis of segments are separately given in a tabular form in the Consolidated Financial Statements.

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, 1 (one) complaint was received and disposed off by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Auditors

i) Messrs DHC & Co., were appointed as Statutory Auditors of the Company for conducting audit of financial statements for a period of 5 years commencing from FY 2020-21.

ii) Based on recommendation of the Audit Committee, Board has appointed Y R. Doshi & Co., as Cost Auditors of the Company for the financial year ending 2023-24.The Board of Directors do confirm that the maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained by the Company for the financial year 2023-24.

iii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Anant B. Khamankar & Co. (Membership No. FCS: 3198), Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY: 2023-24. Pursuant to Regulation 24A of SEBI LODR 2015, Secretarial Audit Report of the Company and Mukand Sumi Metal Processing Limited, a material subsidiary of the Company, are enclosed to this report as Annexure - 10 & 11 respectively.

Auditors' Report

The observations made in the Statutory auditors' report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.