Your Directors have pleasure in presenting the 32^nd Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31^st March 2024.

1. FINANCIAL RESULTS

2. PERFORMANCE

During the year under review, the operating loss was Rs22,73,119/- There were no interest and financial charges.
The tax liability is nil. The net loss after depreciation is accordingly Rs. 50,98,494/-.

3. SHARE CAPITAL

During the year under review, there is no change in the capital structure of the Company and accordingly, the
issued, subscribed and paid-up capital of the company stands at Rs. 6,96,14,100 as on 31^st March, 2024.

4. DIVIDEND

In view of the Company's present financial conditions, your Directors do not recommend any dividend for the year
ended 31^st March, 2024.

There was no amount of unpaid dividend and shares liable to be transferred to IEPF during financial year 2023¬
24.

5. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT

There is no change in the nature of the business of the Company during the year. There is no revision made in the
Board's Report and whatever submitted herewith is the final report.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH
FINANCIAL RESULTS RELATE

No material changes and commitments which could affect the Company's financial position have occurred
between the end of the financial year of the Company and the date of this report.

7. DIRECTORS AND KEY MANGERIAL PERSONNEL

As of 31st March, 2024, your Company's Board had six members comprising of two Executive Directors, one Non¬
Executive and Non-Independent Directors and three Independent Directors including one Woman Director.

I. APPOINTMENT / REAPPOINTMENT OF DIRECTORS

In accordance with the Provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms.
Preeti Rawat, who retires by rotation and being eligible offers herself for re-appointment. The brief profile of the
Director being appointed at the ensuing Annual General Meeting forms part of the notice convening the 32^nd
Annual General Meeting. Mr. Lav Kumar, being eligible offers himself for re-appointment as Independent Director
for second term of five (5) consecutive years. The brief profile of the Directors being appointed/re-appointed at
the ensuing Annual General Meeting forms part of the Notice convening the 32^nd Annual General Meeting.

Your Directors have informed your Company that they are not debarred for re-appointment/continuation as
directors under applicable provisions of the Company Act, 2013. The Board recommends their appointment.

II. KEY MANAGERIAL PERSONNEL

As on the date of this report, the following are Key Managerial Personnel (“KMPs”) of your Company as per
Sections 2(51) and 203 of the Act

III. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors pursuant to Section 149(7)
of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed pursuant to
Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

8. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of MARDIA SAMYOUNG CAPILLARY TUBES
CO. LIMITED, state in respect of Financial Year 2023-24 that:

a) In the preparation of annual accounts for the year ended 31^st March, 2024, the applicable Accounting
Standards have been followed along with proper explanation relating to material discrepancies, if any.

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 at the end of the financial year and of the 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 provision of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) The Annual Accounts have been prepared 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 are operating effectively.

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

9. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2024
prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can
be accessed using www.mardiasamyoung.com

10. BOARD POLICIES

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing
Regulations are provided in Annexure - B to this report.

11. BOARD OF DIRECTORS &NUMBER OF MEETINGS

The Board as on 31^st March, 2024 consisted of six (6) Directors namely:

During the Financial Year, total of 4 (four) meetings of the Board of Directors were held on 29^th May, 2023; 14^th
August, 2023; 11^th November, 2023 and 09^th February, 2024 respectively.

12. INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on February 09, 2024, without the attendance of Non-Independent Directors and
members of the management. The Independent Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole along with the performance of the Chairman of your
Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

13. BOARD FAMILIARISATION AND TRAINING PROGRAMME

The Board is regularly updated on the changes in the statutory provisions, as applicable to your Company. The
Board is also updated on the operations, key trends and risk universe applicable to your Company's business.
These

Updates help the Directors in keeping abreast of key changes and their impact on your Company. The details of
such programs are available on the website of your Company at - www.mardiasamyoung.com

14. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well
as the working of the Committees of the Board. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors
was carried out by Independent Directors.

15. DISCLOSURE UNDER SECTION 197(2) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER
RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The Company has no employees in respect of whom the information as per Section 197 of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014.

16. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Company's Act, 2013, the Board has constituted an Audit
Committee as on 31^st March, 2024 comprising of one (1) Executive Director and two (2) Independent Directors as
follows:

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the
Listing Agreement entered into with the Stock Exchanges, inter-alia for holding discussions with the Auditors
periodically, review of quarterly, half yearly and annual financial statements before submission to the Board,
review of observations of Auditors and to ensure compliance of internal control systems.

The Audit Committee has also been delegated with authority for investigation and access for full information and
external professional advice for discharge of the function delegated to it by the Board.

The Board agrees that the recommendations of the Audit Committee on any matter relating to financial and
managerial including the audit report would be binding on the Board.

Based on the above and the Internal Audit System, the Audit Committee, the Board opines that the Company has
adequate internal control system commensurate with the size of the Company and the nature of its business

17. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of Section 186 of the Companies Act, 2013, formulated the policy
setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees. The Board has constituted a
Nomination and Remuneration Committee as on 31^st March, 2024 comprising of three Non-Executive Director
and Independent Directors as follows:

18. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Company has framed a Whistle Blower Policy/Vigil Mechanism to report concerns about the
Company's working or any violation of its policies. No person has been denied access to the Chairman of the
Audit Committee. The said policy is uploaded on the website of your Company at www.mardiasamyoung.com

19. STAKEHOLDERS' RELATIONSHIP COMMITTEE

In accordance with the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations, the
Company has formed Stakeholders' Relationship Committee composition and terms of reference of which are in
conformity with the said provisions. As on March 31, 2024, the Stakeholders Relationship Committee comprised
of 3 (three) Directors comprising 1 (one) Independent.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the Companies Act 2013, companies having net worth of Rs.500 crore or more, or turnover of Rs.1000
crore or more or net profit of Rs.5 crore or more during any financial year are required to constitute a Corporate
Social Responsibility (CSR) Committee of the Board of Directors and such company shall spend at least 2% of the
average net profits of the company's three immediately preceding financial years. As our Company is not covered
under the said provisions, the Company has not developed and implemented any Corporate Social Responsibility
initiatives.

21. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing
Regulations, is presented in separate section annexed herewith as 'Annexure - C” and forms an integral part of
this Report

22. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Vinesh
K. Shah & Associates, a Company Secretaries (COP no. 7000) to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as “Annexure - D” and forms an integral part of this Report.

DIRECTORS EXPLANATION TO QUALIFICATION IN SECRETARIAL AUDIT REPORT

The Board conducted FOUR Board meeting during the financial year via video conferencing but due to shortage of
staff and clerical default the Company has failed to file timely Outcome of Board Meeting as per SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.

The Securities and Exchange Board of India (SEBI) had made the order of suspension of a certificate of
registration and revoked the trading in shares for non-compliance with listing conditions against company and
company had made the application under Standard Operating System and Trading in Equity Shares has been
resumes as on August 26, 2024

The company had non-compliant provisions of SEBI (LODR) Regulation 2015, however company has filed the
Reports, Financial Statements in PDF and in XBRL form with BSE as per the SEBI Guidelines after due dates.

The company failed to file timely outcome of Board Meetings to BSE as per SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, but the company has filed the outcome of Board Meetings with BSE
after due dates prescribed under the provision of Regulations.

The company has failed to appoint the Internal Auditor as per the provision of Section 138 of Companies Act,
2013, however the Board is in the process of appointment of Suitable person in the position of Internal Auditor.

The Company is in the process of acquiring necessary documentation to file the necessary forms for charge
satisfaction with Ministry of Corporate Affairs

The company had the Company being a Sick Company was not in a financial position to maintain a website during
the year under review, however company has made efforts to create and maintain a website and all required
details has been updated.

Due to some clerical default the Company has failed to file compliance under SEBI (SAST) Regulations, 2011.

The Company is in the process of filing Form MGT-7 for the financial year 2019-20, 2020-21, 2021-22, 2022-23.

The Company is in the process of filing Form MGT-15 for the financial year 2019-20, 2020-21, 2021-22, 2022-23.

Due to the Company being a Sick Company was not in a financial position to filing of Form INC-22A on time but
company has made efforts to file The Form -22A with additional fees.

Due to the Company being a Sick Company was not in a financial position to filing of Form DIR12 on time but
company has made efforts to file The DIR12 with additional fees.

Pursuant to the notice received from BSE the Company has taken all efforts to comply with the regulations of BSE
Listing agreement and SEBI LODR and is in the process of lifting the suspension on the trading of the company
shares.

23. AUDITORS

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended, M/s Agrawal &
Agrawal Associates have been appointed as the Statutory Auditors of your Company, for a term of five years till
the conclusion of 35 th Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance
with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have however confirmed that they are not disqualified to continue as Statutory Auditors
and are eligible to hold office as Statutory Auditors of your Company.

Representatives of the Statutory Auditors of your Company attended the previous AGM of your Company held on
30^th September 2023.The Notes to the financial statements referred in the Auditors' Report are self-explanatory.
The Auditors' Report is enclosed with the financial statements in this Annual Report.

CLARIFICATION TO AUDITOR'S REPORT

Notes on Accounts referred to by the Auditors in their report are self-explanatory and therefore do not require
any further clarification.

24. COST RECORDS AND COST AUDITORS

The provision of Cost audit as per section 148 doesn't applicable on the Company

25. CORPORATE GOVERNANCE

Since the paid-up capital of the company is less than Rupees Ten crores (10 crores) and its net worth is less than
Rupees Twenty-five crores (25 crores), the compliance with Para C of Schedule V and other regulations as
specified under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015 are not
applicable to the Company and therefore the Annual Report on Corporate Governance is not enclosed. The
Company has intimated to BSE accordingly.

26. DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits
during the year under review.

27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENT AND SECURITIES

The details of Loans and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the Note nos. 11, 12 and 16 to Financial Statements.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with Related Parties for the year under review were at arm's length basis and in the
ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted.
Thus, disclosure in form AOC-2 is not required. The Policy on Related Party Transactions is available on your
Company's website and can be accessed using the link www.mardiasamyoung.com

29. CONSERVATION OF ENERGY

I. Personnel specially trained for this task.

II. Research on use of such component in the equipment's and final product which will maximize energy
conservation.

III. Proper maintenance of all machinery & other equipment and timely replacement of worn-out components.

IV. Maximum utilization of available resources.

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 the required information
relating to conservation of energy, technology absorption and Foreign Exchange Earning and outgoing is annexed
to the report as “Annexure - A”.

30. RISK MANAGEMENT POLICY

The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in
identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board
through appropriate structures that are in place at the Company.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual
harassment were received during FY 2023-24.

32. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct (“Code”) to regulate, monitor and report trading in the Company's
shares by the Company's designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia,
lays down the procedures to be followed by the designated persons while trading/ dealing in the Company's
shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers the Company's obligation
to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process
to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair
disclosure of UPSI which has been made available on your Company's website i. e. www.mardiasamyoung.com.

33. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY'S OPERATIONS

No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern
status and the company Company's operations in the future.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016:

During the year under review, there were no applications made or proceedings pending in the name of the
company under the Insolvency and Bankruptcy Code, 2016.

35. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their appreciation of the value, contribution, devotion and sense of
commitment extended by the employees of the Company, which inspires confidence to plan for greater
accomplishments in the current financial year. Your Directors would also like to place on record its sincere
appreciation for the whole hearted support and contributions made by the various Banks, Central, State
Government and Local bodies, Customers, Suppliers and other business associates towards conduct of efficient
operations of your company.

Registered Office: For and on behalf of the Board of Directors

J - 55, M. I. D. C, Industrial Area,

Tarapur. Boisar - 401 506
Maharashtra.

Sd/- Sd/-

Place: Mumbai RAVINDRA MARDIA GAURAV MARDIA

Dated: 31^st August 2024 Managing Director Whole-time Director

DIN:00077012 DIN:00074333