Mukand Ltd

1. The Directors present the 87th Annual Report along with the Audited Financial Statements of the Company for the year ended March 31, 2025.

2. Financial Results

Standalone Financial Highlights (Rs. in crore)

The total income for the year is reduced to Rs.4,929.74 crore as compared to Rs.5,190.57 crore in the previous year. Profit after Tax for the year is at Rs.86.95 crore as against profit after tax ofRs.104.06 crore in the previous year. The revenue of the Steel division stood at Rs.4,651.52 crore for the year as against Rs.4,953.09 crore of the previous year while the revenue of the Industrial Machinery Division stood at Rs.260.09 crore as against Rs.222.87 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. 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 Disclosure Requirements) Regulations, 2015, as amended, 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

The National Company Law Tribunal, Mumbai Bench, vide its order dated April 29, 2025 sanctioned the Scheme of 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 (Holding Company) pursuant to Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013. The said Scheme of Demerger was made effective on May 12, 2025 from Appointed Date i.e. April 01, 2024.

6. Joint Venture and Subsidiaries

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

MSMPL is inter-alia, engaged in manufacturing, purchase, refinement, preparation, import, export, sale and generally to 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 activities.

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.

The paid-up equity share capital as on March 31, 2025, was Rs.144.51 crore. There is no change in the paid-up share Capital of the Company during the year under review.

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 financialyear 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, 2025.

During the year, the Company has not issued circular in the form of advertisement inviting deposit from its members and thus has not accepted any deposits from its members. During the year, the Company repaid fixed deposits of Rs.16.21 crores to the members. The total outstanding fixed deposits from members as on March 31, 2025, was Rs.27.36 crore. The current rate of Interest on continuing fixed deposits accepted from members is as under - Shareholders Rate of Interest 7.50% for 3 years Senior Citizen Shareholders Rate of Interest 7.75% for 3 years There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Credit Rating

The rating agency CRISIL Ratings Limited vide its letter dated August 16, 2024 has assigned following ratings to bank facility and debt instrument of the Company as stated below:

The composition of CSR Committee as on March 31, 2025 was as under Shri Niraj Bajaj Chairman Shri R Sankaran Member Shri Nirav Bajaj - Member

The Annual Report on CSR activities carried out by the Company during Financial Year 2024-25 is enclosed as part of this report as Annexure-1.

The Statutory Disclosures in accordance with Section 134 of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules 2014, Section 178 and Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the annexures to this Report.

As required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility and Sustainability Report is enclosed as a part of this report as Annexure-3.

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A reportonCorporateGovernancetogetherwiththecertificateof the statutory auditors confirming compliance with the conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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 as at March 31, 2025 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

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, 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, 2025, and of the profit of the Company for the year ended March 31, 2025;

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; and

v) Internal financialcontrols 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.

The Company has received necessary declarations/confirmation from each Independent Director under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmedcompliance 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 2024-25 with related parties were in compliance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of transactions with related parties during FY 2024-25 are provided in the notes to the financial statements.

Further, material Related Party Transactions (RPTs) as per Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were approved by the members. During the year 2024-25, pursuant to Section 177 of the Companies Act, 2013 and Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 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 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 against the Company.

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

During the year under review, Shri Prakash V Mehta retired as director on August 08, 2024, Shri Amit Yadav retired as director on November 09, 2024 and Mrs. Bharti Gandhi retired as director on February 10, 2025 on completion of their second term as Independent Directors. Shri Sankaran Radhakrishnan is re-appointed as Independent Director of the for a second term of 5 consecutive years with effect from May 20, 2024. Shri Prem Chandrani is Companyto holdoffice appointed as Independent Director for a term of 3 consecutive years with effect from September 10, 2024. Mrs. Tasneem Mehta is appointed as Independent Director for a term of 3 consecutive years with effect from February 10, 2025. In the opinion of the Board, the Independent Directors appointed during the year do possess requisite integrity, expertise and experience (including proficiency). Directors liable to retire by rotation: Shri Arvind M Kulkarni 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, there are no changes in the Key Managerial Personnel.

Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 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 February 10, 2025. All of the Independent Directors were present at the Meeting. The Independent Directors discussed 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.

Number of meetings of the Board

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report furnished in Annexure-4, which forms part of this report.

Committees of the Board

The details pertaining to the composition and meetings of Committees of the Board are included in the Corporate Governance Report furnished in Annexure-4, which forms part of this report.

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 Audit Committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken. The Audit Committee at its quarterly meetings review the report of Internal Auditors.

The Company's Board of Directors has constituted a Risk Management Committee responsible for formulating, implementing, and overseeing the risk management framework. This Committee monitors and periodically reviews the risk management plan to ensure its continued relevance and effectiveness.

In addition, the Audit Committee exercises oversight with respect to financial risks and internal controls. Key risks identified by various business units and functions are systematically addressed through ongoing mitigation measures.

Details regarding the development and execution of the risk management policy are provided in the Management Discussion and Analysis section, which forms an integral part of this report.

Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of, to report concerns about unethical behaviour.

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.

Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund ("IEPF")

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares. Other relevant details are included in the Corporate Governance Report furnished in Annexure-4, which forms part of this report.

Auditors

i) M/s DHC & Co., Chartered Accountants, (FRN: 103525W), were appointed as Statutory Auditors of the Company for conducting audit of financial statements for a term of 5 (five) consecutive years commencing from the conclusion of the 82nd Annual General Meeting until the conclusion of the 87th Annual General Meeting of the Company. Your Board, on the recommendation of Audit Committee, proposes to re-appoint M/s DHC & Co., as Statutory Auditors of the Company for conducting audit of financial statements for a second term of 5(five) consecutive years commencing from the conclusion of ensuing 87th Annual General Meeting of the Company until the conclusion of the 92nd Annual General Meeting with respect to the financial years beginning April 1, 2025 and ending March 31, 2030, as per provisions of the Section 139 of the Companies Act, 2013. M/s DHC & Co. are eligible for the said re-appointment and and consent to act as the Auditors of the Company. Accordingly, havefurnished necessarycertificate a resolution seeking re-appointment of DHC & Co., as Statutory Auditors is provided at item no. 5 of the Notice of 87th Annual General Meeting.

ii) Based on recommendation of the Audit Committee, the Board has appointed Y. R. Doshi & Co., as Cost Auditors of the Company for the financial year ending 2024-25. 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 2024-25.

iii) Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board has recommended to shareholders for appointment of M/s. Anant B. Khamankar & Co. (Membership No. FCS: 3198), Practising Company Secretary, as Secretarial Auditor of the Company for a term of 5 consecutive years. M/s Anant B. Khamankar & Co., Practising Company Secretary, is eligible for the saidappointmentandhavefurnishednecessarycertificateof their eligibility and consent to act as the Secretarial Auditors of the Company. Accordingly, a resolution seeking appointment of M/s. Anant B. Khamankar & Co., Practising Company Secretary as Secretarial Auditors is provided at item no. 6 of the Notice of 87th Annual General Meeting.

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit Report of the Company is enclosed to this report as Annexure - 10.

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. Observations made in the Secretarial Auditors report are self- explanatory. There are no qualification, reservation or adverse remark or disclaimer in Statutory Auditors' report or Secretarial Auditors report.

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.