DIRECTORS' REPORT

The Board of Directors is pleased to present its 29th Annual Report on the Business and Operations of your Company
("the Company") and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March
31, 2025.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2025 is as
under:

(J in Lakhs)

Note:

1. Previous year figures have been regrouped / re-arranged wherever necessary.

STATE OF COMPANY'S AFFAIRS AND OPERATIONS:

Your Company is engaged into the business of manufacturing of Stainless Steel (SS) Billets and Ingots, rolling of SS Flat
& Round Bars, Bright Bars, Seamless Pipes & Tubes, U - Bend Tubes and ERW Pipes with its fully integrated infrastructure
consisting of steel melting shops, rolling mills and finishing machines at its plants located at Halol, Changodar and
Kapadvanj, Gujarat; and also trading steel scrap and ferro alloys.

The Company manufactures wide range of stainless steel of 200 series, 300 series (including series 304 and series 316),
400 series - grades in Austenitic, Ferritic, Martensitic and special chemical composition grades steel like 17/4 PH, Duplex
and Super Duplex Steel. The Company is Quality Management System certified company and holds ISO 9001:2015, ISO
14001:2015, ISO 45001:2018 and 2014/68/EU Certificates.

The Company's stainless steel products are marketed / traded under the brand name 'Mangalam Saarloh' and 'Mangalam
Tubicore'.

Standalone Operating Results:

During the year under review, the Standalone Total Revenue of your Company is increased to Rs. 1,06,603.19 Lakhs for
the financial year 2024-25 from Rs. 82,246.94 Lakhs for the previous financial year 2023-24 registering a growth of 29.61
% in the year under review.

Your Company has earned a Profit After Tax (PAT) of Rs. 2941.48 Lakhs in the financial year 2024-25 as compared to
PAT of Rs. 2,010.33 Lakhs in the previous financial year 2023-24 which achieved 46.32% growth in the year under review.

Consolidated Operating Results:

During the year under review, the consolidated Total Revenue of your company has increased to Rs. 1,06,603.37 Lakhs
for the financial year 2024-25 from Rs. 82,247.08 Lakhs for the previous year 2023-24 registering a growth of 29.61 %
in the year under review.

Your Company has earned Profit After Tax (PAT) of Rs. 2952.55 Lakhs in the year 2024-25 as compared to PAT of Rs.
2,297.65 Lakhs in the previous financial year 2023-24 with growth of 28.50% growth in the year under review.

The Board of Directors is satisfied with the Financial Performance of your Company and assures that all necessary
actions will be initiated for further increasing the income and profitability of the Company in the years to come.

Segment reporting:

Your Company is operating into a single segment of manufacturing of Stainless Steel (SS) Billets and ingots, rolling of
SS Flat and Round Bars, Bright Bars, Seamless Pipes & Tubes, U - Bend Tubes and ERW Pipes with its fully integrated
infrastructure.

COMPANY BACKGROUND:

Mangalam Worldwide Limited (CIN: L27100GJ1995PLC028381) was originally incorporated in the name as "Temchem
Exports Private Limited" under the Companies Act, 1956 on December 11, 1995. Further, the name of the Company was
changed to "Hindprakash Exim Private Limited" and a Fresh Certificate of Incorporation consequent upon change of name
was issued on April 30, 2007 by the Registrar of Companies, Ahmedabad. The name of the Company was further changed
to "Mangalam Worldwide Private Limited" and a Fresh Certificate of Incorporation consequent upon change of name was
issued on October 13, 2014 by the Registrar of Companies, Ahmedabad. The Company was then converted into a Public
Company and the name of the Company was changed to "Mangalam Worldwide Limited" and a Fresh Certificate of
Incorporation consequent upon conversion and change of name of Company from Private Limited to Public Limited was
issued by the Registrar of Companies, Ahmedabad on March 16, 2022. The equity shares of the Company were listed
on NSE Emerge Platform on July 11, 2022. Further the Company had made an application for Migration of its securities
from NSE Emerge Platform to the Main Board of the NSE as on January 03, 2024 and the said approval is awaited.

DIVIDEND:

The Board of Directors of the Company, in its Meeting held on June 28, 2025 recommended a dividend of Re. 0.20/- (Rupee
Twenty paisa only) (2%) per Equity share of Rs. 10/- each for the financial year ended on March 31, 2025 (previous year
Re. 1/- per Equity Share), subject to approval of Members in the ensuing Annual General Meeting. The dividend payable
to the shareholders would amounting to Rs. 59,40,134.80/- (Gross of TDS).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed
by the Company shall be taxable in the hands of the Shareholders. The dividend, if declared, shall be subject to deduction
of income tax at source. Your Company shall, accordingly, make the payment of the Final Dividend after deduction of
tax at source.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated any amount to the reserves. The profit earned during
the year has been carried to the balance sheet of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, there was no change in business or object of the Company and it continues to be in the same line of
business as per main objects of the Company.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, the following changes have been taken place in the Authorised and Paid-up Share Capital
of your Company:

• Authorised Share Capital:

During the financial year 2024-2025, there is no change in the authorised capital of the Company.

• Issued, Subscribed & Paid-up Share Capital and Allotments:

During the financial year 2024-2025, the Company has issued 37,00,000 Equity Shares of Rs. 10/- (at a premium
Rs. 97/-) as on October 03, 2024 pursuant to conversion of remaining 37,00,000 convertible warrants out of
52,00,000 Convertible warrants issued and allotted on preferential basis.

The Company had issued 52,00,000 Convertible Warrants on preferential basis at an issue price of Rs. 107/- per Warrant
(to be converted into equivalent number of fully paid up equity shares of face value of Rs. 10/- each at a premium of
Rs. 97/- each) as on April 06, 2023. In terms of allotment of 52,00,000 convertible warrants, the Company had received
the subscription money of Rs. 13,91,00,000/- being 25% of consideration at Rs. 107/- of each warrant. As on March 21,
2024 on receipt of written request from respective warrant holders along with the balance 75% (i.e. Rs. 80.25/-per
warrant) of the issue price, the company has issued/allotted 15,00,000 equity shares of face value of Rs. 10/- (at a
premium of Rs. 97/-) each pursuant to conversion of 15,00,000 convertible warrants (out of 52,00,000 convertible
warrants) into equal number of equity shares. As on October 03, 2024 on receipt of written request from respective
warrant holders along with the balance 75% (i.e. Rs. 80.25/-per warrant) of the issue price, the company has issued/
allotted 37,00,000 equity shares of face value of Rs. 10/- (at a premium of Rs. 97/-) each pursuant to conversion of
remaining 37,00,000 convertible warrants (out of 52,00,000 convertible warrants) into equal number of equity shares.

At the end of financial year 2024-25, Paid Up Share Capital has increased to Rs. 29,70,06,740/- comprising of 2,97,00,674
equity shares of Rs. 10/- each.

The objects of issue of Convertible warrants on preferential basis and utilization of fund are as under:

The details of allotment of convertible warrants are as under:

During the financial year 2024-25, the Company has proposed to issued 44,00,000 Convertible Warrants at an issue price
of Rs. 125.40/- per Warrant (to be converted into equivalent number of fully paid up equity shares of face value of Rs.
10/- each at a premium of Rs. 115.40/- each) by passing the Special Resolution at the Extra Ordinary General Meeting
held on March 16, 2023. On 20th February, 2024, the Company made an application to NSE for obtaining in principle
approval which has been pending as NSE has raised query with respect to compliance of Regulation 280(2) of the SEBI-
ICDR. In view of the same, the Company on 16th May, 2025, has made an application to SEBI for seeking relaxation, under
Regulation 300 of the SEBI-ICDR, from compliance of Regulation 280(2) of the SEBI-ICDR due to change in the migration
policy of the NSE and increase in paid up capital of the Company beyond Rs. 25 Crores due to earlier approved
preferential allotment of 52,00,000 convertible warrants which were converted into equal number of equity shares. The
Company is awaiting decisions of the NSE and SEBI on those respective applications.

On allotment of 44,00,000 convertible warrants at an issue price of Rs. 125.40/- per warrant, the Company shall be
receiving the subscription money of Rs. 13,79,40,000/- being 25% of total consideration. The such warrants are entitled
for conversion into equal number of equity shares, upon exercise of the option by the warrant holders, within a maximum
period of 18 months from the date of allotment of such warrants on payment of balance 75% due on such warrants.

Further, the warrants shall be issued in accordance with the provisions of Section 42 and 62(1)(c) of the Companies Act,
2023 and Chapter V of the SEBI (Issuance of Capital and Disclosure Requirements) Regulations, 2018.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under 2024-25, the Company was not required to transfer the equity shares/unclaimed dividend to
Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2023.

The details of unpaid / unclaimed divided is as under:

The Company deposited the TDS amounting to Rs. 1750.00 on such unpaid dividend for the FY 2023-24.

DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account/unclaimed suspense account and therefore,
disclosure relating to the same is not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

• Board of Directors and KMPs:

The Board of Directors of the Company consists of Mr. Vipin Prakash Mangal, Chairman (Executive), Mr. Chanakya
Prakash Mangal, Managing Director, Mr. Chandragupt Prakash Mangal, Managing Director, Mr. Mohit Kailash
Agrawal, Whole Time Director & CFO, and Mr. Anilkumar Shyamlal Agrawal, Mrs. Pritu Gupta, Mrs. Sarika Sachin
Modi, Mrs. Varsha Biswajit Adhikari and Mr. Susanta Kumar Panda as Non-Executive Independent Directors of
the Company.

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise
including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014.

• Appointment/ Cessation of Directors/KMPs:

During the year 2024-25, Mr. Vipin Prakash Mangal, Chairman, Mr. Chanakya Prakash Mangal, Managing Director
and Mr. Chandragupt Prakash Mangal, Managing Director are re-appointed for a period of three (3) years effective
from March 01, 2025 to March 01, 2028, liable to retire by rotation, at the 28th Annual General Meeting of the
Company.

Based on recommendations of the Nomination & Remuneration Committee, the Board of Directors at its meeting
held on June 28, 2025, approved appointment of Mr. Susanta Kumar Panda (DIN: 07917003) as an Independent
Director with effect from June 28, 2025, subject to the approval of the members at the General Meeting, for a
term of five (5) years from June 28, 2025 till June 27, 2030 (both the days are inclusive).

• Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association
of the Company, Mr. Chanakya Prakash Mangal (DIN: 06714256), Director of the Company, retires by rotation at
the 29th Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment.

• Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet with the
criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in
compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as
amended from time to time and there has been no change in the circumstances which may affect their status
as independent director during the year and they have complied with the code of conduct for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013.

During the year under review, the Non-Executive Directors/Independent Directors of the Company had no pecuniary
relationship or transactions with the Company, other than sitting fees, paid to them for attending meetings of
the Board and Committee of the Company.

• Disclosure by directors:

The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies Act, 2013,

declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and Declaration as to
compliance with the Code of Conduct of the Company.

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2024-25, 09 (Nine) Board meetings were held, in respect of which proper notices were given
and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the
purpose. The intervening gap between two meetings was not more than 120 days. Detailed information and the dates
of the Board Meetings held during the year under review is included in the Corporate Governance Report, forming part
of this Annual Report.

COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has several Committees which have been established as part of the best Corporate Governance practices
and are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following
are Committees of the Board of Directors:

1) Audit Committee

2) Stakeholder's Grievances and Relationship Committee

3) Nomination and Remuneration Committee

4) Management Committee

The details with respect to the composition, powers, terms of reference, other information and the number of meetings
of relevant committees held during the financial year 2024-25 are given in the Corporate Governance Report, forming
part of this Annual Report.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS
UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies
(Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual
Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of
performance of the Board and its Committees and Independent Directors. Further, Independent Directors also reviewed
the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation
sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the
Board, Nomination and remuneration Committee and Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties
and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms
of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The
performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct,
participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment
of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of
confidentiality and independence of behavior and judgement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is
attached to this Report as "Annexure - A".

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as
"Annexure - B" to this report.

Further, Managing Directors or Whole Time Director have not received any remuneration or commission from any of
subsidiary of the Company for the financial year under review. Further, the Company does not have any holding company.
As such, disclosure regarding receipt of the remuneration or commission by the Managing Directors or Whole Time
Director from the subsidiary of the Company under provisions of Section 197(14) of the Companies Act, 2013 is not
required.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2025, the Company has M/s. Mangalam Saarloh Private Limited (CIN No. U27100GJ2019PTC109406)
as a Subsidiary company having registered office situated at 205, Mangalam Corporate House, 42, Shrimali Society, Netaji

Marg, Mithakhali, Navrangpura, Ahmedabad, Ahmedabad, Gujarat, India, 380009. During the year, the Board of Directors
reviewed the affairs of the subsidiary Company.

Further, a statement containing the salient features of the financial statements including the highlights of performance
of Company's subsidiary is given in Form AOC-1 is attached to this Report as "Annexure- C"

As on January 01, 2025, M/s. MWL Multicomm Private Limited (CIN No. U46102GJ2025PTC157592) was incorporated as
a Wholly Owned Subsidiary Company having registered office situated at 204, Mangalam Corporate House, 42, Shrimali
Society, Netaji Marg, Mithakhali, Navrangpura, Ahmedabad-380009, Gujarat, India. As M/s. MWL Multicomm Private
Limited has been incorporated on 01st January, 2025, the financial statement of the said company will be made up for
the period ending on 31st March, 2026.

Except above, the Company does not have any Subsidiary Companies or Joint Venture or Associate Companies, during
the year under review.

Pursuant to the Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited accounts in respect of Subsidiary Companies, are
available on the website of the Company www.mangalamworldwide.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent under Corporate
Social Responsibility (CSR) by a company does not exceed fifty lakh rupees, the requirement under Section 135(1) for
constitution of the Corporate Social Responsibility Committee is not applicable and the functions of such committee
provided under Section 135 of the Act, are discharged by the Board of Directors of the Company. The function of CSR
Committee is discharged by the Board under the provisions of Section 135(9) of the Act. Accordingly, the Board has
approved the Corporate Social Responsibility (CSR) Policy. CSR Policy is available on the website of the Company at
https://mangalamworldwide.com/wp-content/uploads/2022/08/CSR-Policy.pdf.

The Annual Report on CSR Activities during the financial year 2024-25 forming part of this Board's Report is annexed
herewith as "Annexure- D" to this report.

RELATED PARTY TRANSACTIONS:

All the related party transactions that were entered during the financial year were in the ordinary course of business
of the Company and were on arm's length basis. There were no materially significant related party transactions entered
by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential
conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus
approval for normal business transactions is also obtained from the Audit Committee for the related party transactions
which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis
in terms of the approval of the Committee.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the
Company https://mangalamworldwide.com/wp-content/uploads/2023/12/Policy-on-Materiality-of-Related-Party-
Transactions.pdf

Details of material related party Transactions, if any, i.e. transactions exceeding ten percent of the annual consolidated
turnover / net worth as per the last audited financial statements, is disclosed in Form AOC-2 at "Annexure - E", pursuant
to the requirements of section 134(3)(h) of the Companies Act, 2013.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements,
forming part of this Annual Report.

AUDITORS:

Statutory Auditors:

The Members of the Company, at the 25th Annual General Meeting (AGM) held on September 27, 2021 approved
appointment of M/s. Keyur Shah & Co., Chartered Accountants, as Statutory Auditors for a term of five consecutive years
from the conclusion of 25th AGM and hold office till the conclusion of AGM of the Company to be held for the financial
year 2025-26.

The Audited Standalone & Consolidated financial results for the year ended March 31, 2025 have been prepared in
accordance with the recognition and measurement principles as per Indian Accounting Standards ("Ind AS"). The Notes
to the financial statements referred in the Auditors' Report are self-explanatory and therefore do not call for any
comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial

statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark
or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act,
committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which
would be required to be mentioned in the Directors' Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed
M/s Sunil Mulchandani & Associates, Practising Company Secretary, Ahmedabad (Firm Registration No.: I2016GJ1533300)
to conduct a Secretarial Audit for the year 2024-25. The Secretarial Audit Report for the year ended March 31, 2025 is
annexed herewith as "Annexure - F" to this Board's Report. The said secretarial audit report does not contain any
qualifications, reservations, or adverse remarks or disclaimer.

Pursuant to recent SEBI-LODR Amendments, the Company is required to appoint Secretarial Auditors for a term of five
consecutive financial years. In view this, the Directors recommends the resolution at Item No. 06 be passed as an
Ordinary Resolution for appointment of M/s. Manoj Hurkat & Associates, (FRN: P2011GJ025800) firm of Company
Secretaries in Practice to undertake Secretarial Audit of the Company for a term of five consecutive financial years i.e.
2025-26 to 2029-30.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the
Board appointed M/s. S S Rawat & Co., Chartered Accountants, Surat as an Internal Auditor of the Company for conducting
internal audit of the Company for F.Y. 2024-25.

COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and rules thereof and on the recommendation of
the Audit Committee, the Board of Directors of the Company has appointed M/s. V.M. Patel & Associates, Cost Accountants,
Ahmedabad (Firm Registration No.: 101519) as the Cost Auditor of the Company to audit the cost records of the Company
for the financial year ending at March 31, 2025. Further, as per Section 148 of the Companies Act, 2013, the remuneration
payable to the Cost Auditor is placed for ratification/approval of Members at the 29th Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with provisions of Section 148 of the
Companies Act, 2013 and rules thereof. The Cost Audit report for the financial year 2023-24 has been filed within the
due date. The due date for submission of the Cost Audit Report for the financial year 2024-25 is within 180 days from
March 31, 2025.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going
concern status and company's operations in future.

The Company, Promoters / Directors and Others have received, Show Cause Notice ("SCN") dated 29th January, 2025
(Received on 3rd February, 2025), in the matter of Mangalam Global Enterprise Limited (for which Mangalam Worldwide
Private Limited viz. the Company, as known at that time, was promoter group entity, during the period from 24th December,
2000 to 24th February, 2024), as issued by SEBI under Sections 11(1), 11(4), 11(4A), 11B(1) and 11B(2) read with Section
15HA & 15HB of the Securities and Exchange Board of India Act, 1992 ("SEBI Act"), alleging violation, inter-alia, of
provisions of Regulations 3 (a), (b), (c), (d), 4(1), 4(2) (a) (d) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices
relating to Securities Market) Regulations, 2003 ("PFUTP Regulations"). The Company, Promoters / Directors and Others
are in process to reply the same and has filed preliminary responses along with the settlement applications with the
SEBI in March, 2025.

MATERIAL ACQUISITIONS / AMALGAMATIONS / MERGERS / REVALUATION OF ASSET/ DISINVESTMENT OF BUSINESS/
UNDERTAKING:

• Mangalam Saarloh Private Limited: (Proposed Amalgamation)

The Board of Directors of the Company at its meeting held on April 25, 2023, considered and approved the Scheme
of Amalgamation of Mangalam Saarloh Private Limited (a subsidiary company) with Mangalam Worldwide
Limited and their respective shareholders and creditors under Section 230 to 232 of the Companies Act, 2013
read with rules made thereunder ('Scheme'), subject to required statutory and regulatory approvals. The Company,
on 6th May, 2023 (which was re-filed on 22nd February, 2024) made application for seeking in principle
approval/NOC in terms of Regulation 37 of the SEBI-LODR. The Company has also made application, on 26th May,
2025 to SEBI for seeking relaxation, under Regulation 300 of the SEBI-ICDR, from compliance of Regulation 280(2)

of the SEBI-ICDR due to change in the migration policy of the NSE and increase in paid up capital of the Company
beyond Rs. 25 Crores in the interim. The Company is awaiting decisions of the NSE and SEBI on those respective
applications.

Further, pursuant to the proposed Scheme, 245 (Two Hundred Forty-Five) fully paid up equity shares of Rs. 10/- each would
be issued by the Company, for every 100 (Hundred) fully paid-up equity shares of Rs. 10/- each of Mangalam Saarloh
Private Limited, being Transferee Company.

INSURANCE:

The assets of your Company are adequately insured.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013
and rules there under. Further, details of monies accepted by the Company if any, from Directors / relatives of Directors
have been disclosed in the notes attached to and forming part of the Financial Statements of the Company prepared for
the Financial Year ended March 31, 2025.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders.
The Company has incorporated the appropriate standards for corporate governance. Though the Company is listed on
NSE Emerge (SME Platform), pursuant to Regulation 280(2) of Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and amendments thereof, the post-issue paid-
up capital of the Company had increased beyond Rs. 25.00 crores i.e. Rs. 29,70,06,740/- from Rs. 24,50,06,740/- pursuant
to further issue of capital by way of conversion of 52,00,000 Convertible Warrants into equal number of Equity Shares,
the Company had given undertaking to comply with the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI LODR Regulations"), as applicable to companies
listed on the main board of the stock exchange(s) to undertake said further issuance of capital without migration from
SME exchange to the main board.

Further, the Company had made an application for Migration of securities from NSE Emerge to Main Board of NSE, dated
January 03, 2024 and the same is awaiting for approval. The Corporate Governance Report for the period ended March
31, 2025, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is forming a
part of this Annual Report. A Certificate of CFO of the Company in terms of the SEBI (LODR) Regulations, 2015, inter-alia,
confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control
measures and reporting of matters to the Audit Committee, is also annexed as Annexure "1" to report on Corporate
Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forming part of this Annual Report.

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

The particulars of loans, guarantees or investments made during the Financial Year 2024-25, are disclosed in the notes
attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March
31, 2025.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end
of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act,
2013, which states:

a) in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with
proper explanation relating to material departures;

b) the Directors have 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
as at the end of the financial year and of the profit /loss of the Company for that period;

c) the Directors have taken proper and sufficient care 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;

d) the Directors had prepared the Annual Accounts on a going concern basis;

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; and

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

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Companies Act, 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 re-emphasizes the need for an
effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. The
Company has devised proper system of internal financial control which is commensurate with size and nature of
business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company's
financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal
auditors with management. Further, the Board had appointed Internal Auditor of the Company for the financial year 2024¬
25 pursuant to the provisions of Section 138 of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating
effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued
by the Institute of Company Secretaries of India.

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made
there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company
at https://mangalamworldwide.com/annual-reports.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, the Company have adopted a policy
on "Prevention of Sexual Harassment", through which the Company addresses complaints of sexual harassment at all
the workplaces. The policy assures discretion and guarantees non-retaliation to complainants. The Company follows a
gender-neutral approach in handling complaints of sexual harassment. The Company has complied with the 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, there were no incidences/complaint
reported under said Act.

RISK MANAGEMENT AND ITS POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives.
Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed
at the Meetings of the Audit Committee and the Board of Directors of the Company.

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts
to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the
realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management
controls risk through means of a properly defined framework. The Board judges the fair and reasonable extent of risks
that your Company is willing to take and its decisions shall be based on this reasonable judgment.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section
177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the
unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Company provides
adequate safeguards against victimization of employees and Directors who express their concerns. The Company has
also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of
employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website
of the Company at https://mangalamworldwide.com/wp-content/uploads/2022/04/Whistle-Blower-Policy-Vigil-
Mechanism.pdf

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which
materially impact the Business of the Company.

WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely
www.mangalamworldwide.com containing basic information about the Company. The website of the Company is also
containing information like Policies, Financial Results, Annual Reports and information of the designated officials of
the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of
the Company, etc.

ACKNOWLEDGEMENT:

Your Directors are highly grateful for all the guidance, support and assistance received from the Company's Customers,
Vendors, Financial Institutions & Bankers, Auditors, Investors, Depository, Workers, Executive Staff and Team Members
of the Mangalam family at all levels. Your Directors thank all the esteemed shareholders, customers, suppliers and
business associates for their faith, trust and confidence reposed in the Company.

Your Directors also wish to place on record their deep sense of appreciation and contributions for the committed services
by the Workers, Executive Staff and Team Members of the Mangalam family at all levels, to ensure that the Company
continues to grow and excel. Your Company's consistent growth was made possible by their hard work, solidarity, co¬
operation and support.

Date : June 28, 2025 BY ORDER OF THE BOARD

Place : Ahmedabad FOR, MANGALAM WORLDWIDE LIMITED

Registered Office:

102, Mangalam Corporate House,

42, Shrimali Society, Netaji Marg, VIPIN PRAKASH MANGAL

Mithakhali, Navrangpura, CHAIRMAN

Ahmedabad - 380 009, Gujarat, India. DIN: 02825511