Madhav Infra Projects Ltd Directors Report

To,

The Members,

Madhav Infra Projects Limited

Your directors have pleasure in presenting the 33rd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended on March 31, 2026.

1. FINANCIAL HIGHLIGHTS

FY 2025-26 performance snapshot, Rs in Crore — as stated in the Financial Highlights table and Operation & Performance Review of the Boards Report (this report, page shown at left in the Contents). Change % is a simple year-on-year calculation from those same figures.

STANDALONE RESULTS

TOTAL INCOME	EBITDA	PROFIT AFTER TAX	EPS (BASIC)	NET WORTH
Rs 454.70	Rs 62.22	Rs 26.14	Rs 0.97	Rs 239.06
Rs. Crore	Rs. Crore	Rs. Crore	Rs. per share	Rs. Crore
? 21.3%	? 5.0%	? 3.1%	? 3.0%	? 12.3%
PY Rs 577.77 Cr	PY Rs 65.49 Cr	PY Rs 26.99 Cr	PY Rs 1.00 Cr	PY Rs 212.93 Cr

CONSOLIDATED RESULTS

TOTAL INCOME	EBITDA	PROFIT AFTER TAX	EPS (BASIC)	NET WORTH
Rs 510.46	Rs 74.56	Rs 27.41	Rs 1.01	Rs 240.05
Rs. Crore	Rs. Crore	Rs. Crore	Rs. per share	Rs. Crore
? 17.2%	? 2.4%	? 6.0%	? 5.2%	? 12.2%
PY Rs 616.18 Cr	PY Rs 72.78 Cr	PY Rs 25.86 Cr	PY Rs 0.96 Cr	PY Rs 214.03 Cr

No dividend has been recommended for FY 2025-26 — the Board has decided to retain profits for future growth (see "Dividend" in the Boards Report).

The Companys financial performance (Standalone and Consolidated) for the Financial Year ended on March 31, 2026, along with the figures for previous Financial Year, is summarized below:

(Rs. in Crore) except per equity share data

Particulars	Year Ended on 31.03.2026	Year ended on 31.03.2025	Year Ended on 31.03.2026	Year ended on 31.03.2025
	Standalone Results	Standalone Results	Consolidated Results	Consolidated Results
Net Sales/ Income from Operation	447.57	572.21	502.13	610.24
Other Income	7.13	5.56	8.33	5.94
Total Income	454.70	577.77	510.46	616.18
Profit before interest, Depreciation & Tax	62.22	65.49	74.56	72.78
Less Interest (Financial Cost)	19.06	24.19	25.34	27.62
Depreciation	8.71	9.08	13.52	15.29
Profit Before Tax	34.45	32.22	35.62	29.87
Less Previous years Adjustments	-	-	-	-
	-	-	-	-
	-	-	-	-
Provision for Wealth Tax	-	-	-	-
Provision for Current year Income Tax	8.31	5.23	8.45	5.40
Net Profit after tax	26.14	26.99	27.17	24.47
Add: Balance carried from Profit & Loss A/c	-	-	-	-
Less: Provision for earlier year taxation	-	-	-	-
Minority Interest
Share of Profit/(Loss)of Associates & JV
Add: Other Comprehensive Income (OCI)	-	-	-	-
Net Profit after tax and adjustments	26.14	26.99	27.41	25.86
Dividends: Interim Dividend	-	-	-	-
Dividends: Final Dividend (Proposed)	-	-	-	-
Transferred to general Reserve	26.14	26.99	27.41	25.86
Balance carried to the balance sheet
EPS (Basic)	0.97	1.00	1.01	0.96
EPS (Diluted)	0.97	1.00	1.01	0.96

2. CAPITAL OF THE COMPANY

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs 91,15,00,000/- (Rupees Ninety-One Crore Fifteen Lakh only), comprising 39,15,00,000 Equity Shares of Rs 1/- each and 5,20,00,000 Preference Shares of Rs 10/- each.

The Issued, Subscribed and Paid-up Share Capital of the Company stood at Rs 64,85,81,560/-, comprising 26,95,81,560 Equity Shares of Rs 1/- each and 3,79,00,000 Preference Shares of Rs 10/- each, as at March 31, 2026.

3. TRANSFER TO RESERVES

The Board of Directors have decided to transfer Rs. 26.14 Crore of the net profit after tax and adjustment for F.Y. 2025-26 in the General Reserve account.

4. OPERATION AND PERFORMANCE REVIEW

Standalone Results

The Company recorded revenues of Rs. 454.70 Crore in the year under review as against Rs. 577.77 Crore in the previous year. The EBITDA for the year was Rs. 62.22 Crore as compared Rs. 65.49 Crore in the previous year. The Profit after tax was Rs 26.14 crore against Rs 26.99 crore for the previous year. The Companys net worth touched Rs. 239.06 Crore as on March 31, 2026 from Rs. 212.93 Crore as on March 31, 2025.

Consolidated Results

The Company recorded revenues of Rs. 510.46 Crore in the year under review as against Rs. 616.18 Crore in the previous year. The EBITDA for the year was Rs. 74.56 Crore as compared to Rs. 72.78 Crore in the previous year. The Profit after tax was Rs. 27.41 crore against Rs. 25.86 crore for the previous year. The Companys consolidated net worth touched Rs. 240.05 Crore as on March 31, 2026 from Rs. 214.03 Crore as on March 31, 2025.

5. DIVIDEND

Your directors consider it prudent to retain the profits for future growth and expansion of the Company and, accordingly, do not recommend any dividend for the year ended March 31, 2026.

6. PROJECT IMPLEMENTATION

During the review period, your company has been awarded work through following client as outlined below:

Sr No	Project Details	Client
1	73.15 MW Solar Power Project at various locations in Madhya Pradesh for feeder level solarization under PM-KUSUM C Scheme	Madhya Pradesh Urja Vikas Nigam Limited

During the review period, your Company had following ongoing projects:

Sr No	Project Details	Client
1	Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: VIDISHA under Civil Contract Package No.-1A.	Director (NDB Projects), O/o Engineer In Chief, PWD, Bhopal
2	Construction of Bridges on State Highways and Major District Roads in the State of Madhya Pradesh. District: SAGAR under Civil Contract Package No.-15AII.	Director (NDB Projects), O/o Engineer In Chief, PWD, Bhopal
3	Earthwork in bank, cutting in all kind of soil / soft rock / hard rock and blanketing for formation, Yards, trolley refugees & bridge approaches etc. and construction of Minor Bridges, RUBs, Side drains, Toe Walls, Retaining Walls and protection works etc. from Km 89/000 to 101/280 between Dekakund to Tanda Road stations of Alirajpur - Tanda road section in connection with Construction of New BG line between Chhotaudepur Dhar.	Office of Dy. CE/C/III, Western Railway, Vadodara, 390019, Gujarat, India
4	Construction of Railway Over Bridge in Lieu of Level Crossing No. 70 in KM 1141 / 16-18 of Bina-Katni Track on Damoh-Bandakpur Road Distt. Damoh (M.P.)	O/o Executive Engineer, PWD, Bridge Construction Division Sagar (MP) Email: eepwdbrisagar@nic.in
5	Construction of Railway Over Bridge in Lieu of L.C. No.17, On Mugawli - Chanderi Road in Distt. Ashoknagar (M.P.)	Executive Engineer, PWD Bridge Construction Division, 52-Chanakyapuri, Sachin Tendulkar Marg, Gwalior (MP) mail: eepwdbrigwl@mp.nic.in
6	Construction of Railway Over Bridge in lieu of L.C. No. 47 / S.P.L. on Guna - Ashoknagar Road in Distt. Guna (M.P.)	Executive Engineer, PWD Bridge Construction Division, 52-Chanakyapuri, Sachin Tendulkar Marg, Gwalior (MP) Email: eepwdbrigwl@mp.nic.in
7	Construction of Railway Over Bridge in lieu of LC no. 25 in KM 1050 / 1-2 of Bina - Katni section between Sagar bus stand to sadar bazar road near dimple petrol pump in Sagar city Distt. Sagar (M.P.)	Executive Engineer, PWD Bridge Construction Division, Sagar (MP) Email: eepwdbrisagar@nic.in
8	Earthwork & Blanketing in embankment / cutting information of new BG line including yards, Bridge approaches etc., Construction of bridge work (Major/Minor/RUB - foundation, substructure and super structure including Steel Girder) as per Railways approved Design and Drawing, construction of Retaining/Boundary/Toe wall. and Supply & spreading of machine crushed stone ballast, Laying and linking of BG track for Mainline, loop lines and Points & Crossing etc in section/yards, Transportation of P.Way materials, Welding of Rails, and other incidental miscellaneous works etc. between Amjhera (excluding)-Sardarpur (including) section (18.46 Km) in connection with new BG line project between Dahod-Indore of Ratlam Division Western Railway.	Office of Deputy Chief Engineer Construction Western Railway, NearOld M.G. Railway Station, Indore, MP
9	Four Laning of section NH-146 from Rahatgarh (Design Chainage KM 124+470) to Berkhedi (Design Chainage KM 134+549) in the state of Madhya Pradesh on Hybrid Annuity Mode NH(O) (Project Length – 10.079 KM).	National Highway Authority of India, New Delhi-110075 Through Concessionaire Rahatgarh Berkhedi Corridor Private Limited, Plot no. 4, Nr panchratna Building, Subhanpura, Vadodara Email: rajendra.rana@madhavcorp.com
10	Design, Engineering, Procurement & Supply, Construction & Installation, Commissioning, Associated Transmission System And Operation & Maintenance of 15 Mw(AC) Solar Photovoltaic Grid-Connected Power Plant at ONGC Vagra Site, Dist. Bharuch, Gujarat	ONGC Limited
11	15 MW Floating Solar Project at NSPCL – Bhilai, Chhattisgarh	NTPC-SAIL Power Company Limited
12	5 MW Solar Power Project at Songaon, Amravati, Maharashtra	Energy Efficiency Services Limited
13	5 MW Solar Power Project at Sambhora, Amravati, Maharashtra	Energy Efficiency Services Limited
14	1.5 MW and 4 MW Solar Power Project at Mitana and Paddhari under PGVCL Projects under PM-KUSUM C Scheme (out of 47.5 MW)	Paschim Gujarat Vij Company Limited
15	73.15 MW Solar Power Project at various locations in Madhya Pradesh for feeder level solarization under PM-KUSUM C Scheme	Madhya Pradesh Urja Vikas Nigam Limited

7. SUBSIDIARY COMPANIES

The Company has several subsidiary companies engaged in infrastructure development and renewable energy projects across India. These subsidiaries play a significant role in supporting the Companys strategic objectives and expanding its presence in key sectors.

The subsidiaries are primarily involved in the development, construction, and maintenance of highways, bridges, and roads, thereby contributing to the ease of doing business and enhancing national connectivity. In addition, the Group has also ventured into the renewable energy sector through its subsidiary, MI Solar (I) Private Limited, which is actively engaged in the generation, trading, and transmission of solar energy.

As of the Financial Year ended on March 31, 2026, the Company had the following subsidiaries:

1. MADHAV (AARON SINDH ROAD) PRIVATE LIMITED

2. BADI BAKTARA TOLL PRIVATE LIMITED

3. MI SOLAR (I) PRIVATE LIMITED

4. SEABIRD EXPLORATION PRIVATE LIMITED

5. RAHATGARH BERKHEDI CORRIDOR PRIVATE LIMITED

6. MSK PROJECTS (I) PRIVATE LIMITED

7. MIPL SOLAR HANUMANTIYA PRIVATE LIMITED

8. MIPL SOLAR BILEHRU PRIVATE LIMITED

9. MIPL SOLAR KAKANWANI PRIVATE LIMITED

10. MIPL SOLAR KATTHIWADA PRIVATE LIMITED

11. MIPL SOLAR THANDLA PRIVATE LIMITED

12. MADHAVSOLAR (UDAIGARH) PRIVATE LIMITED

13. MIPL SOLAR PANCHEWA PRIVATE LIMITED

14. MIPL SOLAR DHAMNOD PRIVATE LIMITED

15. MIPL SOLAR SEMLIYA PRIVATE LIMITED

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statement of the Company, which form part of this Annual Report. A detailed Financial Statement containing Subsidiaries in prescribed format AOC-1, has been annexed as "Annexure-A" to this report.

With regard to the newly added subsidiaries listed at Serial Nos. 7 to 15 above, the Company incorporated the following entities on the respective dates mentioned below as Special Purpose Vehicles (SPVs) for implementing grid-connected Solar PV Power Plants under the Surya Mitra Krishi Feeders Scheme, including the feeder solarization component of PM-KUSUM-C Scheme, for sale of power to MPPMCL at relevant Places.

Name of Subsidiary	Date of Incorporation
MIPL Solar Hanumantiya Private Limited	30.12.2025
MIPL Solar Bilehru Private Limited	30.12.2025
MIPL Solar Kakanwani Private Limited	01.01.2026
MIPL Solar Katthiwada Private Limited	30.12.2025
MIPL Solar Thandla Private Limited	30.12.2025
Madhavsolar (Udaigarh) Private Limited	30.12.2025
MIPL Solar Panchewa Private Limited	31.12.2025
MIPL Solar Dhamnod Private Limited	31.12.2025
MIPL Solar Semliya Private Limited	31.12.2025

8. CREDIT RATING

Your Company has been assigned the following credit ratings by CARE Ratings Limited for its bank facilities:

- Long-Term Bank Facilities of Rs 85.05 Crores: CARE BBB; Stable

- Long-Term/Short-Term Bank Facilities of Rs 450.20 Crores: CARE BBB; Stable / CARE A3

The rating of CARE A3 for the short-term facilities indicates an adequate degree of safety regarding timely servicing of financial obligations, and the rated Letter of Credit (LOC) is considered to carry low credit risk. These ratings reflect the creditworthiness of the Company as evaluated by CARE Ratings and take into account various financial, operational, and business parameters.

LONG-TERM BANK FACILITIES	LONG-TERM / SHORT-TERM BANK FACILITIES
Rs. 85.05 Cr	Rs. 450.20 Cr
CARE BBB; Stable	CARE BBB; Stable / CARE A3

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place robust and integrated internal financial control systems commensurate with the size and scale of its operations. These systems have been operating effectively throughout the year.

The Internal Audit function regularly evaluates the adequacy and effectiveness of internal controls, accounting practices, and policies to ensure operational efficiency, adherence to Company policies, safeguarding of assets, and prevention and detection of frauds and errors. Based on audit findings, corrective actions are implemented by the respective process owners to further strengthen internal controls.

Significant audit observations and corrective measures are reviewed by the Audit Committee of the Board. The Internal Audit function maintains its independence by reporting directly to the Chairperson of the Audit Committee.

The Company has established effective controls to ensure accurate and timely financial reporting, asset protection, and the mitigation of risks. The Statutory Auditors, in compliance with Section 143(3)(i) of the Companies Act, 2013, have confirmed the adequacy and operational effectiveness of these internal financial control systems.

10. DEPOSITS

The Company has not accepted any Deposit as defined under section 73 of the Companies Act, 2013 and rules framed thereunder from the members or the general Public as on March 31, 2026. There are no small depositors in the Company.

11. PARTICULARS OF LOANS, GAURANTEES AND INVESTMENTS

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under Section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Note No. 12 forming part of the Financial Statements (Standalone and Consolidated).

12. LISTING OF SECURITIES OF THE COMPANY

Your Company is listed in Bombay Stock Exchange ("BSE") Limited and having Scrip Code is 539894. The Company has paid the Annual Listing Fees to the Stock Exchange as required.

13. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5), the Board confirm and submit the Directors Responsibility Statement;

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

(b) the directors 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 and Loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the Annual Accounts on a going concern basis; and

(e) the directors had laid down internal financial controls, which are adequate and operating effectively.

"Internal Financial Controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(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.

14. EVALUATION OF BOARD AND SENIOR MANAGEMENT

Pursuant to the provisions of the Companies Act, 2013, and Regulation 17 of SEBI (Listing Obligations and Disclosers Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. 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 above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The performance of the committees was evaluated by the Board after seeking inputs from the Committee members. 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. The Chairperson was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairperson was evaluated, taking into account the views of executive directors and non-executive directors. Further, the Nomination and Remuneration Committee has carried out the performance evaluation of Senior Management including the Company Secretary and Chief Financial Officer of the Company. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report which forms a part of this report.

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the company as per Section 2(51) and 203 of the Companies Act, 2013:

• Mr. Amit Khurana, Managing Director

• Mr. Rajendrasinh Kishorsinh Rana, Chief Financial Officer

• Ms. Khushbu Prakash Prajapati (A63791) Company Secretary & Compliance Officer (upto 12th May 2026)

• Ms. Ishwarikumari Hanumantsinh Sindha, (A80997) Company Secretary & Compliance Officer (w.e.f 30th July 2026)

15. NUMBERS OF BOARD MEETINGS

The Board of Directors met 10 (Ten) times during the year under review on Following dates:

Sr. No.	Particulars
1.	14.04.2025
2.	01.05.2025
3.	02.08.2025
4.	22.09.2025
5.	08.10.2025
6.	28.10.2025
7.	10.11.2025
8.	23.12.2025
9.	13.02.2026
10.	13.03.2026

The details of board meetings and the attendance of the directors are provided in the Corporate Governance Report.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

We are pleased to announce the following change was in the appointments and resignations of Directors and Key Managerial Personnel (KMP) during the year under review (FY 2025-26):

Mr. Kamal Ashwinbhai Lalani, resigned from their positions as Non-Executive Independent Directors of the Company w.e.f 26th September 2025.

The Company had obtained certificate from the Practicing Company Secretary on None of the Directors are disqualified, Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Corporate Governance Report as Annexure-1.

Note: Subsequent to the end of the financial year and up to the date of this Report, there has been a change in the Key Managerial Personnel (KMP) of the Company. Ms. Khushbu Prakash Prajapati (A63791) resigned from the position of Company Secretary & Compliance Officer of the Company with effect from 12th May 2026. Subsequently, Ms. Ishwarikumari Hanumantsinh Sindha (M. No. A80997) was appointed as the Company Secretary & Compliance Officer of the Company with effect from 30th July 2026.

17. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted the requisite declarations to the Board confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013, Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable rules and regulations thereunder. The Independent Directors have further confirmed that they are eligible to act as Independent Directors of the Company and that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with an objective and independent judgment.

Further, pursuant to Section 149(8) read with Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 13th February 2026, without the presence of Non-Independent Directors and members of the management and meeting was attended by all the Independent Directors of the Company.

18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Your company organizing Familiarization Program time to time for Independent Directors newly appointed. Further, your Company issue a formal letter of appointment delineation his/her Role, Function, Duties and Responsibilities.

19. PARTICULARS OF REMUNERATION OF DIRECTORS AND EMPLOYEES

The details of the ratio of the remuneration of each director to the median remuneration of the employees and other details as required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed hereto in "Annexure B" and forms part of this Report.

None of the employee was drawing in excess of the limits prescribed under section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, referring to "Annexure B".

20. RELATED PARTY TRANSACTIONS

All related party transactions are presented to the Audit Committee and the Board for approval. For transactions that are foreseeable and repetitive in nature, prior omnibus approval of the Audit Committee is obtained. Transactions entered into under the omnibus approval are subsequently reviewed and approved by the Audit Committee and the Board on a quarterly basis.

All contracts, arrangements, and transactions entered into by the Company during the previous financial year with related parties were conducted in the ordinary course of business and on an arms length basis. The disclosures related to material transactions are based on the threshold of 10% of consolidated turnover, with due consideration given to the exemption for wholly owned subsidiaries under Section 188(1) of the Companies Act, 2013. Full disclosure of related party transactions is provided in Note no. 45 of the Standalone Financial Statements, which form part of this Annual Report.

In accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company submits related party transaction disclosures on a consolidated basis, along with its Standalone and Consolidated financial results for the half-year. These disclosures are made in the format specified in the relevant accounting standards and are submitted to the stock exchanges on the same day as the publication of the financial results. The disclosures can also be accessed on the Companys website at https://madhavcorp.com/investors.html The Companys Policy on Materiality of Related Party Transactions is available on the website as well.

All contracts or arrangements with related parties entered into during the financial year were at arms length and in the ordinary course of business. Each such contract or arrangement was approved in advance by the Audit Committee. No material contract or arrangement with related parties was entered into during the year under review, and consequently, there is no requirement to report any transaction in Form No. AOC-2, as stipulated under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014.

21. ANNUAL RETURN

The Annual Return of the Company for the period under review in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company https://madhavcorp.com/investors.html

22. SECRETARIAL STANDARDS OF ICSI

The Directors have established appropriate systems and processes to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, and such systems were adequate and functioning effectively.

23. POLICIES

The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 mandate to formulations of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Company believed to retain and encourage high level of ethical standards in business transactions. All our Corporate Governance Policies are available on our website https://madhavcorp.com/investors.html

24. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014 is given as per "Annexure C" and forms part of this Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required in Regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as "Annexure D" and forms part of this Report.

26. AUDITORS AND THEIR REPORT

M/s. Shah & Kadam., Chartered Accountants (Firm Registration No. 117413W), who were appointed as the Statutory Auditors of the Company at the 30th Annual General Meeting of the Company for the Financial Year 2022-23 for their first year to five financial years i.e., till the 35th AGM of the Company.

The Auditors Report for Financial Year ended on March 31, 2026, does not contain any qualification, reservation or adverse remark. The Auditors report enclosed with the financial statements in this Annual Report.

27. SECRETARIAL AUDITORS

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 had appointed Mr. Haresh Kapuriya (M. No.: A26109, CP No.: 16749), Partner of M/s. KH & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year 2025-26, issued by M/s. KH & Associates, is annexed to the Annual Report as "Annexure E". The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Members of the Company at the 32nd Annual General Meeting had approved the appointment of M/s. KH & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the first term of five consecutive years.

Accordingly, M/s. KH & Associates continues to act as the Secretarial Auditor of the Company for the Financial Year 2025-26.

28. INTERNAL AUDITORS

M/s JHS and Associates LLP, Chartered Accountants (Firm Registration No. 133288W) had conducted the internal audit of your Company for the Financial Year 2025-26.

Pursuant to provisions of Section 138 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Audit Committee, the Company has appointed M/s JHS and Associates LLP, Chartered Accountants (Firm Registration No. 133288W) as the Internal Auditors for the Financial Year 2025-26.

The Company has received the consent from the respective firm for their said appointment.

29. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, your Company has duly maintained the cost records as prescribed under the said rules. The cost audit for the Financial Year 2025-26 of the said records was carried out by M/s. Kiran J Mehta & Co., Cost Accountants (Firm Registration No. 000025), the Cost Auditors appointed by the Company.

Further, the Board on the recommendation of the Audit Committee has appointed M/s. Kiran J Mehta & Co., Cost Accountants (Firm Registration No. 000025), as the Cost Auditors of the Company for the Financial Year 2025-26.

The Company has received the consent from them for their appointment. Accordingly, the Board of Directors recommends to the Members, the resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 as per details provided in the Notice of the ensuing Annual General Meeting.

30. REPORTING OF FRAUDS

There have been no frauds reported under sub-section (12) of Section 143 of the Companies Act, 2013, during the financial year under review, to the Audit Committee or the Board of Directors.

31. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Corporate Governance Report, along with the requisite certificate from the Practising Company Secretary, form an integral part of this Report.

The Company remains committed to upholding the highest standards of Corporate Governance and fostering strong, transparent and enduring relationships with its stakeholders. A detailed Report on Corporate Governance is annexed to this Report as "Annexure F", together with the certificate issued by the Practising Company Secretary on compliance with the applicable Corporate Governance requirements.

32. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated and adopted its Corporate Social Responsibility ("CSR") Policy based on the recommendations of the CSR Committee and with the approval of the Board of Directors. The Company remains committed to fulfilling its social responsibilities and contributing towards the welfare and development of society as a responsible corporate citizen. The CSR Policy is available on the Companys website https://madhavcorp.com/companypolicy.html

The composition of the Committee and other relevant details are set out in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Report on Corporate Social Responsibility activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is annexed to this Report as "Annexure I" and forms an integral part thereof.

33. SIGNIFICANT AND MATERIAL EVENTS AND ORDERS

During the period under review, there were no significant and material events or orders affecting the affairs of the Company.

34. INSURANCE & RISK MANAGEMENT

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. and other risks which considered necessary by the management.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company maintains zero tolerance towards sexual harassment at the workplace and is committed to providing a safe, respectful and inclusive working environment for all employees. In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules made thereunder, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

In compliance with the applicable statutory requirements, the Company has constituted an Internal Committee ("IC") to receive, address and inquire into complaints of sexual harassment at the workplace in accordance with the provisions of the POSH Act. The Company is committed to ensuring that complaints, if any, are dealt with promptly, fairly and in accordance with the applicable legal and procedural requirements.

During the year under review, the Company did not receive any complaints relating to sexual harassment at the workplace.

The policy on Sexual Harassment at Workplace is placed on the Companys website at the below mentioned link:

https://madhavcorp.com/companypolicy.html

36. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

As per the requirement of Maternity Benefit Act, 1961 and Rule 8(5)(xiii) of Companies (Account) Rules, 2014 made there under, the Company affirms that it has duly complied with all provisions of the Act and has extended all statutory benefits to eligible women employees during the year

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy to enable Directors and employees to report concerns relating to unethical conduct, actual or suspected fraud, or any violation of the Companys Code of Conduct. The mechanism provides adequate safeguards against any form of victimisation of Directors and employees who make use of the mechanism in good faith.

The Vigil Mechanism/Whistle Blower Policy is available on Companys website at the below mentioned link:

https://madhavcorp.com/companypolicy.html

38. PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended from time to time, before the National Company Law Tribunal (NCLT) or any other Courts as on March 31, 2026.

39. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial performance of the Company that occurred during the Financial Year to which the Financial Statements relate and till date of this Report.

There is no change in the nature of business during the year under review.

40. ACKNOWLEDGEMENT

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By order of the Board of Directors of

Madhav Infra Projects Limited

Mr. Ashok Khurana	Mr. Amit Khurana
Date: 30th July, 2026	Director & Chairperson	Managing Director
	DIN: 00003617	DIN: 00003626