Morganite Crucible (India) Ltd

MANAGEMENT DISCUSSION AND ANALYSIS

To,

The Members of

The Board of Directors ("Board") of your Company are pleased to present herewith the Thirty Ninth (39th) Annual Report of Morganite Crucible (India) Limited and the Audited Financial Statements for the financial year ended March 31, 2024.

Your Company's financial performance for the financial year ended March 31, 2024 is summarized as below:

(' in Lakhs)

The Board of Directors in their meeting held on November 9, 2023, had paid an interim dividend of '28/- per share to the equity shareholders of the Company as on record date of November 24, 2023. In view of performance recorded by the Company as of March 31, 2024, your Directors are pleased to recommend a final dividend of '12/- per share to the equity shareholders of the Company as on record date of August 06, 2024.

The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https://www.morganmms.com/en-gb/investors/

The Company revenue from Operations for the financial year 2023-24 was '16,794 lakhs, as against '15,459 lakhs in the previous year. The gross profit before tax and depreciation was '4,459 lakhs as against ' 3,008 lakhs in the previous year. The operating expenses increased to '12,945 lakhs as against '12,934 lakhs the previous year.

Further, no other material changes or commitments have occurred between the end of the financial year and the date of this Report which affect the financial statements of the Company in respect of the reporting year.

The largest single geographic market for your company's products is India. India's economic growth continues to be resilient, and it will continue to be one of the fastest growing economies in the G20 in coming year. With Indian GDP growth at 6.9% in FY 2023-24, demand will continue to be driven by private consumption and private investment as well as substantial government spending to improve transport infrastructure, logistics, and the business ecosystem. In addition, the Indian foundry industry is experiencing tail winds driven by the diversification of global supply chains away from a primary reliance on China. This should create a positive business outlook for the Company in the Indian market for the coming year.

The global economy growth is expected to continue to be slow in the coming year due to geopolitical impacts, elections in major economies, and a pause in investments in the industrial sectors in view of anticipated interest rate cuts. For year 2023-24 the two biggest export markets are Europe and Africa & middle east. There was remarkable export in Africa & middle east part of the country and expected the same in coming year. The American markets continue to slow down in demand due to weak consumer confidence and worries about the continuing Russia-Ukraine conflict, and there is fear of an industrial slowdown in the USA as the boost given by the IRA fades and the industrial sector awaits any potential changes to trade policy driven by the results of the Presidential election in Nov 2024. We do see positive market sentiment in Southeast Asia due to the global supply chain diversification effect, and your Company continues to pursue business development opportunities to capture this underlying market growth. Therefore, the Company's export business outlook continues to be weaker than in recent years.

The market size of the Indian Foundry sector is expected to grow significantly over the coming years due to the factors

discussed earlier. The industry, which is spread across various clusters such as the NCR, Pune, Chennai, an emerging cluster in Gujarat and Rajasthan, among others, is known for catering to specific end-use markets. The sector provides both direct and indirect employment to a substantial number of people. The market faces challenges such as a lack of skilled manpower, power supply issues, and environmental concerns.

According to the 56th World Casting Census by the American Foundry Society (January 2023), China, India, and the US lead global casting production, with production ramping up after a COVID-induced two-year hiatus. China reported 54.05 million tonnes of casting, followed by India as the world's second- largest producer, with 12.49 million tonnes.

India's foundries are actively upgrading their facilities and technologies to enhance productivity and expand capacity, responding to escalating demand. A majority of these foundries fall under the MSME sector, which has demonstrated consistent growth.

The sector is expected to grow at a CAGR of 10% during the next five year period (2024-2029). This is driven by a combination of factors such as increasing domestic consumption, global supply chain diversification, the transition to EV technologies, as well as focused investment by the Indian government in public infrastructure.

In view of above, your Company is committed to deliver great value through our products and technical services to retain 'Morgan' as the preferred supplier to the non-ferrous metals industry. Your Company will continue its focus on providing value added services to their customers for their next generation of products and processes.

At Morgan Advanced Materials we are committed to a sustainable future. Our aim is to ensure that our products and manufacturing processes are designed, built and managed in a way that enhances their value to society and our environment. We are working towards our aspiration of 'zero harm' to all our employees. We are committed to conducting all our activities in a manner that builds a caring safety culture and develops a world-class safety system that supports this effort.

There were no lost time accidents reported on the site during the year but unfortunately there were 2 first-aid injuries. There were 4 significant near misses reported and for these,

as well as for the first-aid injuries, a full investigation was carried out, lessons learned and corrective actions taken. Observations of unsafe actions and unsafe conditions (known as "Don't Walk By" or DWB) are reported on the recently introduced EHS software and investigated and corrected. We are regularly monitoring air, water and soil quality in the factory premises and corrective measures are being taken for any readings that are over the limit. We are also regularly focused on our 6S drive in the factory to create a safer and more productive workplace for our colleagues. There are regular physical site tours performed by the local team and by visiting Leadership Team members. Regular virtual site tours are also conducted.

To be a sustainable company every site within Morgan Advanced Materials aspire to achieve carbon neutrality by 2050, alongside a targeted 30% reduction in water usage across high-stress areas by 2030. At the MCIL site, significant strides have already been made through various initiatives aimed at emission reduction. In 2023, these efforts resulted in an impressive 11% decrease compared to 2022. Key accomplishments include.

• Installation of additional solar systems: The third phase increased green energy contribution to 27% of the total electricity consumed at the site.

• Efficiency improvements: Implementing a regenerative burner system.

Furthermore, under the water usage reduction initiative, MCIL has implemented a water harvesting project. This project effectively utilizes rainwater for all site processes involved in product manufacturing, thereby reducing water consumption by 15%.

At Morgan Advanced Materials, 'thinkSAFE' is a mindset. This means we approach every moment of every working day with safety in mind. We do this by being curious, not complacent, by looking out for each other and by speaking up about safety issues. We consider safety in everything that we do because we care. Our goal remains zero harm.

The six Morgan 'thinkSAFE' commitments provide guidance on how we should behave:

employees. Additionally each Quarter there is a specific safety

topic which is communicated throughout the organisation.

- Air Handling units (AHU) installed at the production area to get relief from heat stress.

- An ejection system is provided on the Clay drop machine to avoid ergonomic issues.

- Scissor lifts provided for sigma crucible handling.

- New two 150 TR cooling towers installed for operations.

- APFC (auto power factor correction) panels installed

- Kiln No. 7 trolly automation installed to eliminate ergonomic issue and improve safety.

- Half-yearly medical check-up completed for operations employees and arranged health awareness sessions for them.

- First aid and heat stress training organized.

- Providing energy drinks to employees who are working in hot areas.

- An awareness session organized for all female employees on women's health and Hygiene by experts.

Morgan's purpose is to use advanced materials to help make

more efficient use of the world's resources, and to improve the

quality of life. This comes down to the engineering of high- performance materials and specialized products that offer reliable solutions to the technical challenges that our customers have, and we are committed to help our customers achieve more by using our quality of products and services. We measure and strive to continuously improve product quality, reliability, and durability. In order to improve customer satisfaction, our technical services and product team in constant communication with customers, suppliers and employees, carries out continuous development and refinement of new designs, products and applications and enhancement of technical specifications and support services.

In support of this MCIL had its ISO9000 accreditation renewed with only minor recommendations being made.

Morgan's global footprint enables the company to supply a customer's needs anywhere in the world, which means local and global expertise that Morgan can leverage, which we are keen to demonstrate. Your Company is equipped with wide range of engineering capabilities, specialist engineering teams and all required installation support to help customer to gain maximum benefits from Morgan's product. We continuously review and analyse manufacturing quality parameters for improvement of overall quality of the product. This purpose, guides our actions, aiding our efforts to work with our environment, informs how we treat our people and ensures we fulfil our responsibility of good corporate governance.

Your Company has made below improvements during the year -

1. Mixing automation for accurate addition of mix

components.

2. Crucible pulling automation in the sigma section for better material handling & reduce damages during operation.

3. Sieving automation in sigma section for reliable sieving of material

4. Dust collector commissioned for the sigma rotary dryer section.

5. Oil based paint replaced with environmentally friendly water-based paint for crucible finishing.

During the year under review there is no change in the nature of the business of your Company.

The paid-up equity share capital of the Company stood at '280 lakhs as on March 31, 2024. During the year, the Company has not issued any shares or convertible securities and does not have any scheme for issue of sweat equity, ESPS or ESOP to the employees or Directors of the Company.

The Board of Directors does not propose to transfer any amount to general reserves during the year under review.

All related party transactions entered during the year were on arms' length basis and in the ordinary course of business. In compliance with the provisions of Section 188 of Companies Act, 2013 and Regulation 23 of Securities Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements), ('Listing Regulations') Regulations, 2015, the Audit Committee had given omnibus approval for related party transactions that were repetitive in nature and conducted with Morgan Group subsidiary companies for the sale and purchase of goods and services for a period of one year. The Company obtained approval of the members for material related party transactions which expects to exceed threshold limit based on annual turnover. The Audit Committee reviewed the current details of the related party transaction on a quarterly basis.

Further, there were no materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or others, which may raise a potential conflict of interest with the Company or requires approval of the shareholders. The Company has not given any loans and advances to any associate company or to firms/ companies in which the Directors have interest hence disclosure as per Regulation 34(3) of Listing Regulations is not applicable.

During the fiscal year 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

In accordance with Section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014, the particulars of the contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure - I of this report.

As per Regulation 46 of SEBI Listing Regulations, the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on Company's website at http://www.morganmms.com/en-gb/investors/

During the year under review, there have been no other material changes or commitments made which affect the financial position of the Company between the end of the financial year and the date of the report.

During the year under review, the Company has not provided any loans, given guarantees or made an investment covered under Section 186 of the Companies Act, 2013.

During the year under review, Mr. Martin Coll (DIN: 08399389), has tendered his resignation from the post of Director and member of the Board committees effective from May 30, 2023 after end of business hours due to pre-occupation in other assignments. On completion of two terms as an Independent Director, Mr. Subhas Kolapkar (DIN- 06666368) has tendered his resignation from the post of Independent Director effective from May 30, 2023.

During the year, Mr. Ulhas Gaoli DIN 00286833 was appointed as an Independent Director of the Company effective from May 30, 2023 upto the date of next Annual General Meeting (AGM) or last date on which such AGM is required to be held and whose office shall not be liable to retire by rotation.

Pursuant to approval of members in the 38th Annual General Meeting held on August 29, 2023 Mr. Ulhas Gaoli (DIN:00286833) was designated as Independent Director of the Company for a period of 5 years till May 29, 2028 and will not be liable to retire by rotation.

In accordance with provisions of Companies Act, 2013 and the Article of Associations of the Company, Mr. Jonathan Percival,

Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. The Independent Directors have submitted certificate of independence under Section 149 (6) (d) of the Companies Act, 2013. The policy on the familiarisation program for Independent Directors including details of Nomination & Remuneration Committee and their roles and responsibility are provided in the Corporate Governance Report. The evaluation of Board including Independent Directors was carried out based on parameters of attendance in every Board and Committee meeting, participation in discussions and independent judgement.

The details of the familiarization program for Independent Directors are posted on the website of the Company and can be accessed at - http://www.morganmms.com/en-gb/ investors/

In terms of Section 203 of the Companies Act, 2013, the following officials are 'Key Managerial Personnel' of the Company during the financial year ending March 31, 2024 -

1. *Mr Nitin Sonawane - Manager

2. Mr Hanumant Mandale - Chief Financial Officer

3. Ms. Pooja Jindal - Company Secretary

Note: *Mr. Nitin Sonawane, Manager & Director has tendered his resignation on 30th April 2024, which was accepted by the Board in the Board Meeting held on 21st May 2024. The Board has relieved him from the post of Manager & Director with effect from 21st May 2024 after end of business hours.

During the year, Mr. Rupesh Khokle, Company Secretary and Compliance Officer has resigned with effect from 31st Aug 2023 after end of business hours and Ms. Pooja Jindal was appointed as Company Secretary and Compliance officer of the Company with effect from 20th November 2023.

As per Regulation 17(10) of Listing Regulations and Section 178 of the Companies Act, 2013, the annual evaluation process of the Board of Directors, as individual Directors and the Board as a whole was carried out based on criteria such as participation and contribution in Board and Committee meetings, enhancing shareholder value, experience and expertise to

provide feedback, and guidance to top management on business strategy, governance, risk and understanding of the organization's strategy.

The entire Board has actively participated in Board and Committee meeting with focus on adherence of corporate governance norms. Based on the outcome of the evaluation and feedback of the Directors, the Board and the Management have agreed on the way forward which includes strategic engagement with alignment of Morgan group long term strategic plan.

During the financial year 2023-24, the Board met five times, the details of which are mentioned in the Corporate Governance Report. The necessary quorum was present in all the Board and Committee meetings during the year. The 38th Annual General Meeting was held on August 29, 2023. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

During the year under review, no employee was in receipt of remuneration of ' 165.80 lakhs or more or employed for part of the year and in receipt of ' 14 lakhs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A Statement containing particulars of top 8 employees is provided in the Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Your Company has established a vigil mechanism named as 'Whistle Blower Policy' within your Company in compliance with the provisions of Secon 177(10) of the Act and Regulation 22 of the Listing Regulations.

The policy of such mechanism which has been circulated to all employees within your Company, provides a framework to the employees for guided & proper utilization of the mechanism. Under the said Policy, provisions have been made to safeguard persons who use this mechanism from victimization. The Policy also provides access to the Chairman of the Audit Committee by any person under certain circumstances. The Whistle Blower Policy is available on your Company's website at http://www.morganmms. com/en-gb/investors/

Further, in compliance with Listing Regulations and the provisions of Companies Act, 2013, the policy is also available on the website - http://www.morganmms.com/en-gb/ investors/

Your Company is committed to follow all applicable local, central and international laws & regulations wherever we operate. The Compliance Officer submits a quarterly compliance report to the Audit Committee and Board Members on various applicable laws to the Company and its compliance status thereon. During the year, your Company has not identified any non-compliance relating to the various statutes applicable to the Company's business operations.

At Morgan, our guiding principles—Ambition, Innovation, Collaboration, and Integrity—are the bedrock of our success. Our employees are our brand ambassadors, contributing daily to our mission. Their enthusiasm, energy, and innovative ideas drive our commitment to excellence in products and services, playing a crucial role in achieving our aspirations in this evolving era.

Our workforce shapes our culture and fuels our success. We strive to be a caring organization where every individual feels valued and appreciated. Our core principle is 'it is not just what you do, but how you do it' matters a lot. We are dedicated to creating a safe, fair, and inclusive workplace. Our 2030 goals focus on making Morgan an even better place for our people.

We offer an empowering, collaborative, non-discriminative, and safe work environment where employees can learn and lead. We engage with our workforce, invest in their professional development, provide meaningful purpose, prioritize health and safety, celebrate innovation, support well-reasoned risktaking, and reward performance.

Our 'Leadership Behaviours' and the Morgan Code guide our actions, helping us achieve our strategic aim of delivering performance and value creation for our stakeholders.

At Morgan, we are committed to fostering a diverse and inclusive workplace where every employee feels valued and empowered. In 2023, we launched several initiatives to enhance our diversity and inclusion efforts, including targeted recruitment programs, comprehensive training sessions on unconscious bias, and the establishment of employee resource groups to support under represented communities. We have introduced female workforce in Finishing operations and a few are working on machines as well. Our efforts have resulted in a more diverse workforce and an inclusive culture where different

perspectives are celebrated. We believe that diversity drives innovation and strengthens our ability to serve our customers better. Moving forward, we will continue to prioritize diversity and inclusion as a cornerstone of our corporate strategy, ensuring that Morgan remains a place where all employees can thrive.

We promote equal opportunities for all employees and job applicants, without discrimination based on gender, parental leave needs, marriage/civil partnership status, race, disability, sexual orientation, age, religion, or belief.

Morgan believes in recruiting a diverse range of professionals to solve our customers' challenges. Finding, retaining, and developing the right talent to meet the ever-changing demands of our business is a key priority, ensuring diverse representation within the organization. The employee turnover ratio improved to 10.10% from 10.83% the previous year.

Developing our people is crucial for Morgan's marketplace success. We focus on enabling every employee to perform at their best, reach their full potential, and feel rewarded. Last year, we continued our leadership development programs, emphasizing team building for mid-level and first-line supervisors, including staff and workmen. We also conducted awareness programs on POSH, ThinkSAFE, and health awareness for all employees.

Throughout the year, Morgan organized over 5,853 hours of training on more than thirty topics to nurture talent and motivate employees. Of these, 3,317 hours were dedicated to Environmental, Health, and Safety (EHS) training, enhancing our safety and health culture.

Our people are at the heart of our strategy. We support our employees to perform at their best and reach their potential through performance conversations and ongoing feedback. Our compensation approach is underpinned by the principle of pay for performance, with levels set using external benchmarking and relevant commercial considerations that are competitive and affordable. We offer short-term performance incentives to managers and technical and functional experts. The Morgan Group recognizes and rewards individual and team accomplishments.

Having a diverse range of talents and perspectives, and ensuring our employees are engaged in their roles, is vital to our long-term success. Our employees are instrumental in making Morgan what it is today and in driving the brand forward. Through our "Your Voice" survey, we gauge employee engagement and gather feedback annually.

In 2023, the Group decided to shift the survey period from December to June for effective action planning and allowing sufficient time for execution of planned actions. Consequently, a partial survey for employees with Morgan email IDs was conducted in December 2023, with a full survey scheduled for June 2024. Despite the partial survey, participation was exemplary, with 100% of eligible employees taking part in the "Your Voice" survey. The overall engagement score saw a significant increase, rising to 79% from 56% in 2022. Employee feedback highlighted strong alignment with Morgan's commitment to safety, ethics, and customer satisfaction. Additionally, the customer satisfaction score improved to 92%, and the cultural development score reached 78%, marking substantial achievements for Morgan.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Pune (Registration No. 1 17366W/W-100018) were appointed as statutory auditor of the Company for a period of five years - from conclusion of 35th Annual General Meeting until conclusion of 40th Annual General Meeting - as per approval of the members in the 35th Annual General Meeting with professional fees and charges as mutually agreed between M/s Deloitte Haskins & Sells LLP and the Company.

The report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report.

There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their report except below:

Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended 31 March 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that no audit trail is enabled at the database level for accounting software.

Management Reply: Management is committed to ensuring data security and compliance with new Indian legislation by enabling audit trail logging at the database level. Testing will be conducted to assess the impact on system performance before full implementation.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Prajot Tungare & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year

2023-24. The Secretarial Audit Report for financial year 202324 forms part of the Board's Report as Annexure - IV

The Board has appointed of M/s Prajot Tungare & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2024-25.

There has been qualification, reservation, adverse remark or disclaimer given by M/s Prajot Tungare & Associates, Secretarial Auditor in their report as below:

1. The Company failed to make separate disclosure to the stock exchange under Clause (7B) and (7C) of Part A of Schedule III of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 within 7 days of resignation of Independent Directors and Company Secretary under review. However, the company has disclosed the same under outcome of the Board meeting.

Management Reply: We have intimated to the stock exchange about the resignation of Independent Directors and Company Secretary under the outcome of the Board meeting. However, the company missed to make separate disclosures.

2. The Company has maintained the Structured Digital Database (SDD). However, the data has not been maintained as per the specification mentioned under the SEBI (PIT) Regulation 2015.

Management Reply: We were in a process to implement SDD software as per specification mentioned under the SEBI (PIT) Regulation 2015.

3. The Company has not made explanation or comments in the Board Report on qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditor in his report as per provisions of sub section (3)(f) of section 134 of the Companies Act 2013.

Management Reply: There was a revision in Secretarial Audit report for which Company has filed/circulated corrigendum to the Annual Report on 16th August 2023. But the Company has inadvertently missed the management reply on the Board's Report.

4. The Risk management committee met twice during the financial year but the gap between two meetings was more than 180 days.

Management Reply: Due to change in Company Secretary and compliance officer during the year, there was a delay of 2 days in conducting the committee meeting.

5. There was some delay in filing of e-forms under the provisions of the Companies Act 2013 with the Ministry of Corporate Affairs.

Management Reply: The company faced some technical difficulties while filing of e-forms on the MCA website, due to which there was some delay in the filing of e-forms.

6. The Company has not maintained the audit trail at the database level for accounting software as per the rule 3(1) of the companies (Account) Rules 2014.

Management Reply: Management is committed to ensuring data security and compliance with new Indian legislation by enabling audit trail logging at the database level. Testing will be conducted to assess the impact on system performance before full implementation

Your Company has a well-established framework of internal controls in operation, supported by Morgan Group's policies and guidelines, including periodic monitoring, assessment and internal audit.

M/s Unicus Risk Advisors LLP, internal auditors of the Company have conducted internal audit for complete year and detailed report was submitted to Audit Committee on periodic basis. Further, the Audit Committee reviewed the adequacy and effectiveness of the implementation of audit recommendations, including those relating to strengthening your company's risk management policies and systems.

The Company had engaged OptiFin Services Private Limited for evaluating the internal financial controls and testing its adequacy of effectiveness including preparation of process narratives and Risk Control Matrix (RCM) in line with COSO framework and guidance note issued by Institute of Chartered Accountants of India (ICAI). During the year, OptiFin has verified various business processes such as Procure to Pay, Order to Cash, Hire to Retire, Fixed Assets, Manufacturing and Inventory Management, Regulatory Compliance, Entity Level Control, Book Closure Process and IT general Computer Controls.

In compliance with Section 177(4)(vii) of the Companies Act, 2013, the Audit Committee needs to evaluate internal financial control systems of the Company and make further reports to the Board and as per Section 143(3) (i) of the Companies Act, 2013, the Statutory Auditor of the Company is required to make representation in their Auditor Report that the Company has adequate internal financial control system in place and operating effectively.

During the year, your Company considered that the internal financial control provides reasonable assurance in the area of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations safeguarding of Company's assets, transactions are authorised and recorded in a correct and timely manner and that such controls would prevent or detect, within a timely period, material errors or irregularities. The system is designed to mitigate and manage risk, rather than eliminate it and to address key business and financial risks. The Company has continued to align all its processes and controls as per Morgan Group's guidelines and policies.

Your Company as well as statutory, internal & secretarial auditors has made periodic checks relating to prevention and detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of financial statements and applicable statutory compliances to the Company's business. The internal auditor and statutory auditor during their audit have not found any significant gaps for the financial year 2023-24 however have made certain recommendation for continuous improvement of the process.

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the Company has placed the Annual Return on the Company's website - https://www.morganmms.com/en-gb/investors/

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) 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 at the end of the financial year and profit of the Company for the year;

(iii) The Directors have taken proper and sufficient care for 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 Directors have prepared the annual accounts on a 'going concern' basis;

(v) The Directors have laid down internal financial controls, which are adequate and are operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ("the IEPF rules") all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat Account of IEPF Authority.

During the year, your Company has transferred the unpaid and unclaimed dividends for the financial year 2015-16 of ' 3,02,044/- to IEPF Authority.

a) Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) Your Company has complied with the applicable Secretarial Standards relating to 'Meetings of the Board of Directors' and 'General Meetings' during the year.

d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

e) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

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

g) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure - V to the Board's report.

Your Directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Shareholders, Customers & Consultants for their strong support and assistance. Your Directors also place on record their deep appreciation to employees at all levels for their hard work, solidarity, dedication and commitment, and look forward to their continued support in the future.

Particulars of contracts contracts/arrangements made with related parties (Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

None

There were no material Related Party Transactions i.e. 10% of the annual total turnover as per the last audited financial statement, were entered during the year by your Company. However, the Company has taken members' approval for the related parties with whom it was expected to increase the transactions more than 10% of total turnover. The details of transactions with Related Parties are as follows:-

Morganite Crucible (India) Limited

[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. BRIEF OUTLINE OF THE COMPANY'S CSR POLICY

Morgan's CSR policy focuses on social development, and aims to create self-empowered communities, and to reach out to the destitute population to upbring their lives. Morgan continues to focus on children's education and continuously supporting local schools and orphanages to enable them to get quality of education, and facilities to build the better future of the country.

Morgan's CSR policy is available on Company's website http://www.morganmms.com/en-gb/investors/

2. COMPOSITION OF CSR COMMITTEE

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company:

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of rule 8 (3), if applicable:

(Amt INR in Lakhs)

6. (F) EXCESS AMOUNT FOR SET OFF, IF ANY:

7. DETAILS OF UNSPENT CSR AMOUNT FOR THE PRECEDING THREE FINANCIAL YEARS:

(Amt INR in Lakhs)

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year (Yes/No): No

If Yes, enter the number of Capital assets created/ acquired: NIL

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable.