Mahan Industries Ltd Directors Report

To,

The Members,

Mahan Industries Limited

Your Directors present the 31^st Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The summary of the Financial Performance of the Company for the year under review are as under:

Particulars	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024
Revenue from Operations	216.48	71.23
Other Income	0.53	0.18
Total Income	217.01	71.42
Less: Total Expenditure	222.52	70.74
Exceptional Item	8.18	0.00
Profit/ (loss) before Taxation	(13.69)	(5.01)
Less: Current Tax	-	-
Less: Prior year Tax Provisions	-	-
Less: Deferred Tax Liability	-	-
Profit/(loss) after taxation	(13.69)	(5.01)
Add: Balance brought forward	-	-
Profit available for appropriation	-	-
Less: Appropriation:	-	-
Transfer to Special Reserve u/s. 45I of RBI Act.	-	-
Transfer to General Reserve	-	-
Interim Dividend	-	-
Tax on Interim Dividend	-	-
Proposed Dividend	-	-
Provision for Tax on Proposed Dividend	-	-
Less: Additional depreciation charged due to change in useful life	-	-
Balance carried forward to Balance Sheet	-	-
Other Comprehensive Income	-	-

Note: Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the period, the total income of the Company for the year ended on March 31, 2025 was Rs 217.01 lacs against total income of Rs. 71.42 lacs in the previous year and net loss of the Company is amounted to Rs. 13.69 lacs as against the net loss of Rs. 5.01 lacs in the previous year. Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

TRANSFER TO RESERVES:

During the year under review, since there is no profit, the Company has not transferred any amount to statutory Reserve as required under Regulation 45-IC of the Reserve Bank of India Act, 1934.

DIVIDEND:

The Company had incurred loss during the year under review, therefore the Board of Directors has not recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

FUND RAISING:

During the year under review, the Company has raised fresh funds by way of issuance of 9,00,000 (nine lack Equity Shares of Rs.10/- each on a preferential basis at a primum of Rs.15/- amounting to Rs.2,25,00,000/- (Rupees Two Crores Twenty-Five Lacs only) . As per the Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023, the existing NBFCs - ICC is require to achieve minimum Net Owned Fund upto 5.00 Crores by March 31, 2025 and

Rs.10.00 Crores by March 31, 2027. This regulatory enhancement is aimed at strengthening the capital adequacy of Base Layer NBFCs and ensuring compliance with updated norms and expand the business operations and to meet the increased fund requirements of the Company.

MEETINGS:

During the year under review, 12 (Twelve) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the SEBI Listing Regulations.

CHANGE OF REGISTERED OFFICE:

During the financial year ended on March 31, 2025, there was no change in the Registered Office of the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

Being a non-deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Master Direction Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and the provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-C" and is attached to the report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Vishwas Sharma & Associates, Practising Company Secretaries has been submitted to the Stock Exchanges and is annexed at "Annexure A" to this Boards Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name of the Director	Designation	No. of Board Meeting held during the year including meeting of Independent Directors	No. Meeting director entitled attend	of No. of Board is Meeting to attended during the year
Mr. Yogendra Kumar Gupta	Chairman and Managing Director	12	11	11
Mr. Sunil Prataprai Gurnani (ceased w.e.f. July 09, 2024)	Executive and Non- Independent Director	12	02	02
Mrs. Amita Chhaganbhai Pragada (appointed w.e.f. August 12, 2024)	Non-Executive Independent Director	12	08	08
Mr. Sushilkumar Goel (appointed w.e.f. December 26, 2024)	Non-Executive Independent Director	12	05	05
Mr. Yash Kamleshkumar Shah (appointed w.e.f. May 17, 2024) (ceased on August 16, 2024) (appointed w.e.f. December 26, 2024)	Non-Executive Independent Director	12	10	10
Mr. Astik Kalpeshbhai Trivedi# (ceased w.e.f. December 26, 2024)	Non-Executive Independent Director	12	08	08
Mrs. Hiralben Pravinkumar Kubavat# (ceased w.e.f. December 26, 2024)	Non-Executive Independent Director	12	08	08
Mr. Sunil Prataprai Gurnani	Chief Financial Officer	-	-	-

 

Mr. Ritendrasinh Kishorsinh Rathod

Company Secretary and Compliance Officer

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-

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a) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Yogendra kuamr Gupta (DIN : 01726701) is retiring by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends his reappointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuing Annual General Meeting has been given in the notice of the 31^st Annual General Meeting.

b) Declaration of Independence

Mrs. Amita Chhaganbhai Pragada, Mr. Sushilkumar Goel, Mr. Yash Kamleshkumar Shah were Independent Directors the Company during the financial year ended on March 31, 2025. However, Mrs. Hiralben Kubavat and Mr. Astik Trivedi had resigned as independent Directors of the Company during the year under review. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

c) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Boards performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

d) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are included in this report.

e) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: a) Mr. Yogendra kumar Gupta, Managing Director b) Mr. Ritendrasinh Rathod, Company Secretary and Compliance Officer c) Mr. Sunil Gurnani, Chief Financial Officer

INDEPENDENT DIRECTORS MEETING:

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Managing Director or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and exible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company(taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

One Meeting of Independent Directors was held on March 31, 2025 during the year and this meeting was well attended.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors

Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, along with proper explanation relating to material departures in the preparation of the annual accounts for the financial year ended on March 31, 2025;

(ii) 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 the year under review;

(iii) 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;

(iv) prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such systems were adequate and operating effectively; and

(vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. S.D.P.M. & Associates, Chartered Accountants are Statutory Auditors of the Company for the financial year 2023-2028.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditors appointment is not included in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time) Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed M/s Umangi Bhavsar & Associates, Chartered Accountants as an Internal Auditor of the Company.

d) Secretarial Auditor

Pursuant to the provision of Section 204(1) of the Act & Rule 9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 and other applicable provisions, if any of the Act and Regulation 24A of the SEBI Listing Regulations read with circulars issued thereunder to the extent applicable, other applicable regulations framed by the Securities and Exchange Board of India in this regard, the Secretarial auditor needs to be appointed for a period of 5 (Five) years.

In view of the above, the Board of Directors have appointed Mr. Guarang Shah, Proprietor of M/s. G R Shah and Associates, Company Secretaries as Secretarial Auditor of the Company for a period of five (5) years i.e. from Financial Year 2025-26 to Financial Year 2029-30 subject to the approval of Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

M/s. G R Shah and Associates, Company Secretaries have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of

Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of

ICSI.

The Secretarial Audit Report for the financial year ended March 31, 2025 in Form No. MR - 3 is attached as ‘Annexure B to this report. The said report contains observation or qualification certain observation and qualification which are mentioned here in under:

Qualification	Explanation
The Company has failed to submit XBRL Report Annual Secretarial Compliance Report under Regulation 24A within prescribed time with 1 day of Delay i.e. on May 31, 2024 under Regulation 24A of SEBI (LODR), Regulations, 2015.	The Management informed that the mistake was inadvertent in nature and Company will be more cautious in future while complying applicable SEBI (LODR) Regulation 2015.
However, The BSE Limited has imposed a fine of Rs. 2,360/- for said non-compliance.	Further, The Company has also paid fine of Rs.2,360/- imposed by BSE on September 12, 2024.
The Company has failed to submit Corporate Governance Report for the Quarter ended on June 30, 2014 under Regulation 27(2) of SEBI (LODR) Regulations, 2015 with 1 day of Delay i.e. on July 16, 2014. However, The BSE Limited has imposed a fine of Rs.1,180/- for said non- compliance during the period under review.	The Management informed that the Company has paid fine of Rs.1,180/- imposed by BSE on July 06, 2024 under protest.
It is to be noted that the violation made by the Company for which exchange has imposed fines was for the Quarter ended on June 30, 2014.
However, as the Company had made the payment of fine in the said reporting period, therefore, we have mentioned this observation in this report
The Company has failed to submit Corporate Governance Report for the Quarter ended on September 30, 2015 under Regulation 27(2) within prescribed time of SEBI (LODR)	The Management informed that the Company had submitted the report within the prescribed time and also filed waiver application with BSE.
Regulations, 2015 for which. However, The BSE Limited has imposed a fine of Rs. 62,23,320/- for said non-compliance during the period under review.	The BSE has partially waived fines of Rs.
It is to be noted that the violation made by the Company for which exchange has imposed fines was for the Quarter ended on September 30, 2015. However, the Company had made the payment of fine during the period under review.	61,83,200/ imposed against the Company and further, the Company had paid the outstanding fines of Rs.40,120/- on October 25, 2024.
The Company failed to comply with the provisions of Regulation 18(1) and Regulation 19(1)/19(2 of SEBI LODR, Regulations, 2015 due to non- compliance with the constitution of audit committee and Nomination and Remuneration Committee.	The BSE has imposed fine of Rs. 4,15,360/- on the Company on June 26, 2024 for Violation of compliance of Regulation 18(1) & Regulation 19(1)/19(2) of SEBI (LODR) Regulations, 2015 for non-compliance with the constitution of audit committee and Nomination and Remuneration Committee
	The Company has submitted waiver application with the payment of Rs.11,800/- to BSE Limited and also filed revised CG Report. The said waiver application is under process with exchange.
	Bse has waived the penalty imposed

SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company is Rs. 37,30,00,000 consisting of 3,73,00,000 Equity Shares of Rs. 10/- each. During the year under review, there was no change in the Authorised Share Capital of the Company.

Issued, Subscribed and Paid up Capital:

Pursuant to the Order of the Honble National Company Law Tribunal, Ahmedabad dated November 12, 2024 the Reduction of Share Capital of Mahan Industries Limited is approved under section 66 of the Companies Act, 2013.

Pursuant to the Order the subscribed and paid-up share capital of the Company shall be reduced from 3,60,00,000 equity shares of Rs. 10/- each equivalent to Equity Share Capital of Rs.36,00,00,000/- to 36,00,000 equity shares of Rs. 10/- equivalent to an equity share capital of Rs. 3,60,00,000/-.

Further, due to preferential issue, the issued subscribed and paid up capital of the Company has been increased from Rs.3,60,00,000/- to Rs. 4,50,00,000/- and Rs 1,45,00,000/- as premium in order to comply with Reserve Bank of Indias (RBI) revised regulatory framework, for minimum Net Owned Fund (NOF) requirement for Non-Banking Financial Companies (NBFCs) of 5.00 crore.

Therefore, as on March 31, 2025, the Paid-up share capital of the Company as on March 31, 2025 is Rs. 4,50,00,000 consisting of 45,00,000 Equity Shares of Rs. 10/- each.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY: i. the steps taken or impact on conservation of energy: Nilii. the steps taken by the company for utilizing alternate sources of energy: Noneiii. the capital investment on energy conservation equipments: Nil

B. TECHNOLOGY ABSORPTION: i. the efforts made towards technology absorption: Noneii. the benefits derived like product improvement, cost reduction, product development or import

Substitution: Noneiii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nila) The details of technology imported: Noneb) The year of import: N.A.c) Whether the technology been fully absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.Ae) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

i. Foreign Exchange Earning: Nil ii. Foreign Exchange Outgo : Nil

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

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided is not applicable to the company.

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act with respect to loans. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Boards Report.

Particulars of loans and investments outstanding during the financial year are furnished in notes to the standalone financial statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions and the same can be accessed on the Companys website at www.mahan.co.in. All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. During the year under review there were no materially significant related party transactions. Disclosures of related party transactions of the Company with the promoter/promoter group, which holds 10% or more shareholding in the Company, if any, is given in note to the standalone financial statements.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for F.Y. 2024-25.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2025 is hosted on your Companys website at www.mahan.co.in

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

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

However, during the year under review, Company has received the Order of the Honble National

Company Law Tribunal, Ahmedabad dated November 12, 2024 for approval of Reduction of Share Capital of Mahan Industries Limited under section 66 of the Companies Act, 2013.

Pursuant to the Order the subscribed and paid-up share capital of the Company shall be reduced from 3,60,00,000 equity shares of Rs. 10/- each equivalent to Equity Share Capital of Rs.36,00,00,000/- to 36,00,000 equity shares of Rs. 10/- equivalent to an equity share capital of Rs. 3,60,00,000/-.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all there commendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

The Company have Audit Committee, Stakeholders Relationship Committee and Nomination and

Remuneration Committee, the details of which are furnished in the Report on Corporate Governance that forms part of this Annual Report.

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event based disclosures and quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI vide its Notification dated May 05, 2021 had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Business Responsibility Report ("BRR") shall be discontinued after the

Financial Year 2021 22 and thereafter, with effect from the Financial Year 2022 23, the Top 1,000 listed entities based on market capitalization shall submit a Business Responsibility and Sustainability

Report ("BRSR") in the format as specified by SEBI from time to time. As your Company is not covered in the list of 1000 listed entities based on market capitalization, the Business Responsibility Report

("BRR") is not applicable to your Company.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies and has issued Circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at their-mail address previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with the RTA.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company has implemented ‘Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is disclosed on the Companys website at www.mahan.co.in.

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process or raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Companys policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31, 2025, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

The Company promotes ethical behaviour in all its business activities and is in line with the best governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company pursuant to Section 177(9) of the Act read with Regulation 4(2)(d)(iv) and 22 of the SEBI Listing Regulations and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a vigil mechanism named ‘Breach of Integrity and Whistle Blower/Vigil Mechanism Policy to provide a formal mechanism to the directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Business Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and provides for direct access to the Chairman of the Audit Committee in appropriate and exceptional circumstances. A quarterly and annual report on the whistle-blower complaints, as received, is placed before the Audit Committee for its review.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules thereunder ("POSH Act"). The Company has complied with the provisions relating to the constitution and composition of the Internal Committee under the POSH Act.

During the year under review, no case of sexual harassment was reported to the Internal Committee ("IC"). To build awareness and appreciation of this area, your Company has implemented an online knowledge module leveraging our learning management system. Your Company continue to strive harder with each passing year to ensure our organization succeed in bringing the best out of our people and enable the organization to create value for its Shareholders and Employees.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave if any.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Management has laid down a set of standards, processes and structure which enables it to implement internal financial controls across the organization with reference to financial statements and such controls are adequate and are operating effectively. Internal Finance control framework has been established in line with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the ‘Guidance Note).

The internal financial control is supplemented by extensive internal audits, regular reviews by the Management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements, its reporting and other data. The Audit Committee of the Board reviews internal audit reports given along with management responses. The Audit Committee also monitors the implemented suggestions. The Company has, in all material respects, adequate internal financial control over financial reporting and such controls are operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE 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 the financial year to which this financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

PARTICULARS REGARDING EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is disclosed in this report as an

Annexure D.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders value and of course on reputation.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

CORPORATE GOVERNANCE:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

A Report on Corporate Governance along with a Certificate from Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report as "Annexure-E".

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

All the details shall be accessible to all the Directors which, inter alia, contains the following information: ? Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013 and the Listing Regulations; ? Annual Reports; ? Code of Conduct for Directors; ? Terms and conditions of appointment of Independent Director;

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarisation programmes for its Directors including periodic review of Investments of the Company, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to the Companies Act, Taxation and other matters, Listing Regulations, Framework for Related Party Transactions, etc. at the Audit Committee Meetings. The details as required under Regulations 46 and 62(1A) of the Listing Regulations are available on the website of your Company at www.mahan.co.in

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

BOARD CONFIRMATION REGARDING INDEPENDENCE OF THE INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declaration/disclosures under section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfil the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or maybe reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external in uence.

Further, the Board after taking these declarations / disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year along with their status as at the end of the financial year is not applicable.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

FRAUD REPORTING:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of Act, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

GENERAL DISCLOSURES:

During the financial year 2024-25,

? The Company has not issued any shares with differential voting rights; ? There was no revision in the Financial Statements; ? The Company has not issued any Sweat Equity Shares;

? The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI (Share Based Employee Benefits) Regulations, 2014. ? The Company has not defaulted in repayment of loans from Banks and Financial Institutions;

? Disclosures pursuant to RBI Scale Based Regulations, unless provided in the Boards Report, form part of the notes to the standalone financial statements;

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Directors Report:

a. Annexure A: Annual Secretarial Compliance Report; b. Annexure B : Secretarial Auditors Report in Form No. MR-3; c. Annexure C: Management Discussion and Analysis Report (MDAR); d. Annexure D: Details of personnel/particulars of employees; e. Annexure E: Corporate Governance Report f. Annexure F: Certificate of Corporate Governance g. Annexure G: Certificate of Non-Disqualification of Directors h. MD & CFO Certificate

APPRECIATION:

Your directors would like to record their appreciation of the hard work and commitment of the

Companys employees and warmly acknowledge the unstinting support extended by its banks & financial institutions, shareholders and other stakeholders in contributing to the results. Your directors also express their gratitude for the guidance received from RBI, SEBI and other regulatory agencies.

Place: Ahmedabad	BY ORDER OF THE BOARD
Date: September 06, 2025	MAHAN INDUSTRIES LIMITED
	Sd/-
	YOGENDRA KUMAR GUPTA
	CHAIRMAN AND MANAGING DIRECTOR
	DIN: 01726701