BUSINESS OVERVIEW

The Company was incorporated as "Malpani Pipes And Fittings Private Limited" on February 3, 2017 under the provisions of Companies Act, 2013 with the Registrar of Companies, Gwalior with an object to engage in the manufacturing and supply of all type of pipes, fittings and tube products made from ferrous or non-ferrous metals, plastic, rubber or any other material, as well as all types of pipes, fittings and tube products and by-products and the sale, dealing or fabrications of steel and iron or non-ferrous metal and by-products. Products portfolio of the Company includes High-Density Polyethylene (HDPE) Pipes, Medium-Density Polyethylene (MDPE) Pipes, and Linear Low-Density Polyethylene (LLDPE) Pipes, all marketed under the brand name "Volstar". The Company has manufacturing plant located in central India i.e. Ratlam, Madhya Pradesh. The plant is well equipped with essential machinery, infrastructure, and an in-house testing facility, which ensures that product conforms to the requisite standards.

The company was honored as one of the "Top 10 Irrigation Equipment Manufacturers - 2024" by Industry Outlook. Since its inception in 2017, the Company has grown significantly from starting with just two machines for pipe manufacturing. The Company now operates 10 production lines with a total installed capacity of 11,500 M.T.P.A. and have expanded its product range to include MDPE, LLDPE, Sprinkler Pipes, and Drip Pipes.

The Company has marketing presence in the states of Madhya Pradesh, Maharashtra, Uttar Pradesh, Gujarat, Andhra Pradesh and Rajasthan. The Company distributes its products from its manufacturing unit located at Ratlam, Madhya Pradesh and also from its warehouse located at Bhiwandi and Amravati in Maharashtra.

The Promoter and Managing Director, Mr. Rohit Malpani, is a Master of Business Administration from The ICFAI University, Dehradun. He is Bachelor of Engineering (Instrumentation & Control Engg.) from Rajiv Gandhi Proudyogiki Vishwavidyalaya, Bhopal, University of Technology of Madhya Pradesh. He has been instrumental in oversees manufacturing operations, procurement processes, and provides strategic direction to the company. Mr. Mohit Malpani, our Whole Time Director, leads our distribution, marketing, and sales strategies. Mr. Harsh Malpani, Whole Time Director and Chief Financial Officer, manages the Finance and Accounts department of the Company.

FINANCIAL PERFORMANCE

During the year under review, the Company has earned total income of ?14,174.93 Lakhs as against the total income of ?14,116.23 Lakhs of previous year which states 0.42% increase in the total income as compared to previous year.

The profit before tax in the financial year 2024-25 stood at ?1,088.20 Lakhs as compared to profit of ?1,003.02 Lakhs for last year which state 8.49% increase in Profit before tax and net profit after tax stood at ?806.95 Lakhs as compared to profit of ?736.62 Lakhs for the previous year which state 9.55% increase in profit of the Company.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up both on standalone basis, for the financial year ended March 31, 2025, in accordance with the requirements of the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014 and other accounting principles.

DIVIDEND

With a view to conserve and save the resources for future prospect of the Company, your directors regret to declare dividend for the financial year 2024-25 (Previous Year Nil).

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS

The Company has been engaged in the business of manufacturing and supply of all type of pipes, fittings and tube products made from ferrous or non-ferrous metals, plastic, rubber or any other material, as well as all types of pipes, fittings and tube products and byproducts and the sale, dealing or fabrications of steel and iron or non-ferrous metal and by-products. The products portfolio includes High-Density Polyethylene (HDPE) Pipes, Medium-Density Polyethylene (MDPE) Pipes, and Linear Low-Density Polyethylene (LLDPE) Pipes. In order to excel in the existing business of Pipes and Fittings, the company has, in Extra-Ordinary General Meeting held on May 13, 2024, obtained an approval of members of the company by way of special resolution to remove the object relating to Food Grains, Pulses and Vegetables.

CHANGE IN NATURE OF CONSTITUTION

With a view to issuance of shares in initial public offering (IPO) and to get the benefit of listing, the board of directors, at its meeting held on May 11, 2024, agreed to convert the company into public company which

company as also the applicable provisions, if any, of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended.

As on date of this report, the Board of the Company comprises of six Directors out of which one is Managing Director, Two are Whole-time director, One is Promoter Non-Executive Director and two are of Non-Promoter Non-Executive Independent Directors. As on the date of this report, the Board comprises following Directors.

SHARE CAPITAL

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:

Authorized Capital

The Authorized Share capital of the company stood at ?12,00,00,000/- (Rupees Twelve Crore Rupees Only) divided into 12000000 (One Crore Twenty Lacs) equity shares of ?10/- (Rupees Ten Only).

During the year under review, the Authorized Share Capital of the Company has been increased from ?7,50,00,000/- (Rupees Seven Crore Fifty Lacs Only) divided into 7500000 equity shares of ?10/- (Rupees Ten Only) to ?12,00,00,000/- (Rupees Twelve Crore Rupees Only) divided into 12000000 (One Crore Twenty Lacs) equity shares of ?10/- (Rupees Ten Only) vide special resolution passed in the Extra-Ordinary General Meeting held on April 25, 2024.

Issued, Subscribed & Paid-up Capital

During the year under review,

• With a view to capitalize the free reserves and to rationalize the capital structure, the members of the company, vide Special resolutions passed in the Extra-Ordinary General Meeting held on August 31, 2024, approved issuance of 54,67,500 (Fifty Four Lacs Sixty Seven Thousands Five Hundred) bonus equity shares in the ration of 9:4 (i.e. Nine bonus fully paid-up new equity share of ?10/- for every

Four fully paid-up equity shares of ?10/- each held) to existing shareholders;

• Pursuant to the initial public offering of 28,80,000 (Twenty-Eight Lacs Eighty Thousand) equity shares of ?10/- each at the issue price of ?90/- (Rupees Ninety Only) per equity share (i.e. at the premium of ?80/- (Rupees Eighty Only) per equity share), aggregating to ?25,92,00,000/- (Rupees Twenty-Five Crore Ninety-Two Lacs Only), the Company has allotted 28,80,000 equity shares to the successful applications on Saturday, February 01, 2025.

The objects of the issue were funding capital expenditure requirements for the purchase of equipment/ machineries to expand its product range, Repayment of Debt and general corporate purposes.

At present, the Issued, subscribed and paid-up Capital of the Company is ?10,77,75,000/- (Rupees Ten One Crore Seventy-Seven Lacs Seventy-Five Thousand Only) divided into 10777500 Equity Shares of 10 each.

The entire Paid-up Equity shares of the Company are listed at BSE SME Listing platform.

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as 'the act') in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

Disclosure by Directors

May 31, 2024; June 04, 2024; June 08, 2024; August 06,

2024; August 07, 2024; August 20, 2024; August 20,

2024; August 21, 2024; August 24, 2024; August 26,

2024; August 30, 2024; August 30, 2024; August 30,

2024, August 30, 2024, August 31, 2024, August 31, 2024, September 02, 2024, September 16, 2024, September 24,

Changes in Directors

On the recommendation of Nomination and

Remuneration Committee and subject to approval of members of the company, Ms. Neha Somani (DIN: 10694432) and Mr. Ashesh Agnihotri (DIN: 10728143) have been appointed as Independent Director w.e.f. August 21, 2024 in the board meeting held on August 20, 2024. Further, their appointments have been approved in the Extra-Ordinary General Meeting of the company held on August 21, 2024 for period of five years w.e.f. August 21, 2024, not liable to retire by rotation.

On the recommendation of Nomination and

Remuneration Committee and subject to approval of members of the company, Ms. Sonal Malpani (DIN: 10694426) has been appointed as Promoter NonExecutive Director of the company w.e.f. August 21, 2024 in the board meeting held on August 20, 2024. Accordingly, Shareholders of the Company in its ExtraOrdinary General Meeting of the company held on August 21,2024, approved her appointment as Promoter Non-Executive Director of the Company, liable to retire by rotation.

Further, on the recommendation of Nomination and Remuneration Committee and subject to approval of members of the company, the designation of Mr. Rohit Malpani (DIN: 08671175) has been changed to Chairman & Managing Director of the company for a period of three years w.e.f. August 26, 2024 to August 25, 2027. On the recommendation of Nomination and Remuneration Committee and subject to approval of members of the

2024, October 22, 2024, October 30, 2024, November 20,

2024, December 03, 2024, December 09, 2024, January 02, 2025, January 06, 2025; January 09, 2025; January 20,

2025, February 01, 2025, February 01, 2025, February 04, 2025, February 22, 2025, March 24, 2025 and March 27, 2025.

company, the Designation of Mr. Harsh Malpani (DIN: 07691974) has been changed from to Whole-Time Director of the Company for a period of three years w.e.f. August 26, 2024 to August 25, 2027. Further, on the recommendation of Nomination and Remuneration Committee and subject to approval of members of the company, the designation of Mr. Mohit Malpani (DIN: 07691981) has been changed from to Whole-Time Director of the company for a period of three years w.e.f. August 26, 2024 to August 25, 2027. Accordingly, shareholders of the company have, in its Extra-Ordinary General Meeting held on August 26, 2024, approved their appointment for a period of three years w.e.f. August 26, 2024 to August 25, 2027 whose offices are liable to retire by rotation.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Rohit Malpani (DIN: 08671175), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the twentieth annual general meeting.

Independent Directors

It is reported that during the year under review, Ms. Neha Somani (DIN: 10694432) and Mr. Ashesh Agnihotri (DIN: 10728143) have been appointed as an Independent Directors of the company for a period of five years w.e.f. August 21, 2024. Further, an appointments of Ms. Neha Somani (DIN: 10694432) and Mr. Ashesh Agnihotri (DIN: 10728143) have been approved in the Extra-Ordinary General Meeting of the company held on August 21, 2024 for period of five years w.e.f. August 21, 2024, not liable to retire by rotation.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two NonPromoter Non-Executive Independent Directors in line with the Companies Act, 2013. In the opinion of the Board of Directors, both Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 27, 2025 to review the performance of NonIndependent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.malpanipipes.com/wp-content/uploads/2024/09/1.-POLICY-ON-TERMS-OF-APPOINTMENT-OF-INDEPENDENT-DIRECTOR.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2024-25 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration

with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Company's procedures and practices, the website link is https://www. malpanipipes.com/wp-content/uploads/2024/09/5.-FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has appointed Mr. Rohit Malpani (DIN: 08671175) as Chairman & Managing Director of the Company, Mr. Harsh Malpani (DIN: 07691974) as Whole-Time Director & Chief Financial Officer of the Company, Mr. Mohit Malpani (DIN: 07691981) as WholeTime Director of the Company and Mr. Hariom Patidar is acting as Company Secretary and Compliance Officer of the company. They will be considered as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of

executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 of the profit or loss of the Company for that year;

c) The Directors had 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 for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the 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.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The constitution of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act,2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

The Members of the Audit Committee are possessing financial / accounting expertise / exposure.

The Audit Committee's meeting is generally held once in quarter for the purpose of recommending the quarterly/ half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Seven (7) times during the financial year 2024-25 viz; August 30, 2024; August 30, 2024, September 02, 2024, September 11, 2024, January 02, 2025, January 09, 2025 and March 27, 2025.

Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).

The powers, role and terms of reference of the Audit

Committee covers the areas as contemplated under

Regulation 18 of the Listing Regulations and Section

177 of the Act as applicable along with other terms as

referred by the Board. The role of the audit committee

includes the following:

1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval and examine the financial statement and the auditors' report thereon;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ Information Memorandum/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance, and effectiveness

of audit process;

8. Approval or any subsequent modification of transactions of our Company with related parties subject to manner prescribed under the Companies Act, 2013;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

18. to review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee;

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision and monitoring the end use of funds raised through public offers and related matters;

22. Consider and comment on rationale, cost-benefits

and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23. Such roles as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

Review of Information by the Audit Committee:

The audit committee shall mandatorily review the

following information:

1. Management Discussion and Analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

6. Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. Annual statement of funds utilized for purposes

The terms reference of Nomination and Remuneration Committee are briefed hereunder;

Terms of reference

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of

other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://www. malpanipipes.com/wp-content/uploads/2024/09/11 .-VIGIL-MECHANISMWHISTLE-BLOWER-POLICY-FOR-DIRECTORS-AND-EMPLOYEES-1.pdf

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis

of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal carrying out evaluation of every director's performance;

6. To extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

7. recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company

8. Recommend to the board, all remuneration, in whatever form, payable to senior management;

9. Recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;

10. Recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

11. recommending to the Board, all remuneration, in whatever form, payable to senior management;

12. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

13. engaging the services of any consultant/ professional or other agency for the purpose of

recommending compensation structure/policy;

14. Analyzing, monitoring and reviewing various human resource and compensation matters;

15. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

16. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including;

a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended;

17. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

• The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

• In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the

The Company Secretary and Compliance officer of the

Company provides secretarial support to the Committee.

Role of Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the

following:

1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

2. Review of measures taken for effective exercise of voting rights by shareholders;

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company;

5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the company;

6. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized;

7. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

8. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

9. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/ dividend warrants, non-receipt of annual report and any other grievance/ complaints with Company or any officer of the Company arising out in discharge of his duties;

10. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them;

11. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for

prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time;

12. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting;

13. Such roles as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following:

• To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;

• To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;

• To institute a transparent monitoring mechanism for the implementation of the CSR projects, programs and activities undertaken the Company from time to time;

• To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary;

• Any other matter of CSR Committee may deem appropriate after approval of the Board of Directors or as may be delegated by the Board and/ or prescribed under the Companies Act, 2013 or other applicable law.

During the year under review, amount to be spent by a company under sub-section (5) of section 135 of the Companies Act 2013 was not exceeding fifty lakh rupees. Accordingly, the function of Corporate Social Responsibility Committee provided under that section was discharged by the Board of Directors of the company during the period from April 01, 2024 to August 24, 2024. However, on August 24, 2024, the Board has constituted the Corporate Social Responsibility Committee.

During the year under review, Corporate Social Responsibility Committee met Two (2) times viz August 30, 2024 and March 27, 2025. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities.

The CSR Policy may be accessed at the web link https:// www.malpanipipes.com/wp-content/uploads/2025/09/ CSR-Policy.pdf. The Annual Report on CSR activities in prescribed format is annexed as an Annexure - A.

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and nonbusiness risks.

Details of Subsidiaries/ Associates/ Joint Ventures

The Company does not have any Subsidiary, Joint venture or Associate Company.

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of

Web Link of Annual Return

The Annual Return for the financial year 2024-25 is uploaded on the website of the Company and the same is available at https://www.malpanipipes.com/wp-content/uploads/2025/09/MGT-7.pdf

Contracts and Arrangements with Related Parties

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company's financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The policy on Related Party Transactions as approved by the Board is available on website of the company at https://www.malpanipipes.com/wp-content/

uploads/2024/09/10.-POLICY-ON-RELATED-PARTY-TRANSACTIONS-.pdf

Material changes and commitment affecting financial position of the Company

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, there are no material changes and commitments, affecting the financial position of the Company, have occurred between the end of financial year of the Company i.e. March 31, 2025 to the date of this Report.

Particular of Employees

The ratio of the remuneration of each executive director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - B.

Internal Financial Control and their adequacy

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The

Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Maintenance of Cost Records

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to maintain the cost records and accordingly the Company has maintained the Cost record for F.Y. 2024-25. The Board has appointed M/s. Satish Kumar Gupta, Cost Accountants, (Firm Registration No. 101922) as Cost Auditors of your Company for conducting cost audit for FY 2024-25. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the ensuing AGM. The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Conservation of energy, technology absorption and 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 Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - C.

Statutory Auditors

M/s. Karma & Co. LLP, Chartered Accountants, Ahmedabad (FRN: 129149) were appointed as statutory auditor for the financial year 2023-24 to fill the casual vacancy caused by the resignation of M/s. G S V M & Company, Chartered Accountants, Ratlam (FRN: 027543C).

Further, provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Karma & Co. LLP, Chartered Accountants, Ahmedabad (FRN: 129149), were appointed as Statutory Auditors of the Company in 7th Annual General Meeting held on September 30, 2024 to hold office from the conclusion of that meeting till the conclusion 12th Annual General Meeting (AGM) of the company to be held in the calendar year 2029.

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 Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

Internal Auditors

The Board of Directors of the Company has appointed Mr. Aman Jain, Chartered Accountant, as an Internal Auditors to conduct Internal Audit of the Company and the Internal Auditors have presented the observations to the Audit Committee at their meeting held half yearly basis.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Alap & Co. LLP (LLPIN: ACA-1561), Practicing Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure - D.

The above reports contain qualifications related to the delayed filing of ROC forms beyond the statutory time period. The Management has assured that such delays will be avoided in the future and that greater attention will be paid to compliance with statutory timelines.

In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditor for a period of five years. Accordingly, the Board has recommended the appointment of M/s Alap & Co. LLP, a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a term of 5(five) consecutive years, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s Alap & Co. LLP have given their consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Loan from Directors:

Details of loan accepted from directors are given in the financial statement of the company.

Details of the Designated Officer

Mr. Hariom Patidar, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Insurance

The assets of your Company have been adequately insured.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. The Company has been listed on SME Emerge Platform of BSE and pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report. Although few of the information are provided in this report of Directors under relevant heading.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly complied by your Company.

Proceedings initiated/pending against your company under the Insolvency and Bankruptcy Code, 2016

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

Details of difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions

During the year under review, there has been no one time settlement of loans taken from banks and financial institution.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "https://www.malpanipipes.com/" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results 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.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) There is no revision in the Board Report or Financial Statement;

(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company's operations in future;

(vi) Information on subsidiary, associate and joint venture companies.

Appreciations and Acknowledgement

Your Directors wish to place on record their sincere appreciation for significant contributions made by the

employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on

record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.