Mahan Industries Ltd Directors Report

DEAR MEMBERS,

Your directors are pleased to present the 32nd Annual Report of the Company covering the operating and financial performance together with the Audited Standalone Financial Statements and the Auditors Report thereon for the Financial Year ended on March 31, 2026.

FINANCIAL RESULTS AND OPERATIONS REVIEW:

The financial highlights of the Company during the period ended March 31, 2026 are as below:

(Amount in Lakhs)

Particulars	Financial Year 2025-26	Financial Year 2024-25
Revenue from operations (Net)	622.63	216.48
Other income	0.68	0.53
Total Revenue	623.31	217.01
Profit/loss before depreciation, Finance, Costs, Exceptional items and Tax Expense	11.48	(2.4)
Less: Depreciation expense	0.15	0.15
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	11.33	(2.55)
Less: Finance costs	6.72	2.96
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense	4.61	(5.51)
Less: Exceptional Items	0	8.18
Profit/Loss before Extraordinary Items	4.61	(13.69)
Less: Extraordinary Items	0	0
Profit/ (Loss) before tax	4.61	(13.69)
Less: Tax expense:	0	0
(a) Current tax expense	0	0
(b) Deferred tax	0	0
Profit / (Loss) for the year (1)	4.61	(13.69)

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During the year under review on the basis of Financial Statement the Companys revenue from operations during the financial year ended 31st March, 2026 were 622.63/- (In Lakhs) as against 216.48/- (In Lakhs) of the previous year representing Increase of approximately about 187.6% over the corresponding period of the previous year with total expenses of 618.69/- (In Lakhs) (previous year of 222.52/- (In Lakhs)). The company has made profit before Exceptional Items of 4.61/- (In Lakhs) as against loss of - 5.51/- (In Lakhs) in the previous year. The Company has made Net Profit of 4.61/- (In Lakhs) as against Loss of - 13.69/- (In Lakhs) of the previous year.

The EPS of the Company for the year 2025- 26 is 0.10/- .

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year ended on 31st March, 2026 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital requirements.

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Companys website www.mahan.co.in .

TRANSFER TO RESERVES

Pursuant to the provisions of Section 45- IC of the Reserve Bank of India Act, 1934, every Non- Banking Financial Company is required to create a Reserve Fund and transfer therein a sum not less than twenty per cent of its net profit every year, as disclosed in the profit and loss account, before any dividend is declared.

Accordingly, the Company has transferred 0.92 lakh to the Statutory Reserve Fund during the financial year under review in compliance with the provisions of Section 45- IC of the Reserve Bank of India Act, 1934.

No other amount has been proposed to be transferred to any other reserve of the Company during the financial year under review.

SHARE CAPITAL

During the year under review, the Company has effected changes in its share capital structure. The particulars of such changes are set out below:

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MAHAN INDUSTRIES LIMITED

CIN: L91110GJ1995PLC024053Regd. Office: B- 107, Sankalp Iconic Tower, Opp. Vikram Nagar, Iscon Temple Cross Road, S.G Highway, Ahmedabad- 380054, Gujarat, India.Ph : 6355895061 E- mail ID : cs@mahan.co.in Web: www.mahan.co.in

Authorised Share Capital:

During the year under review, the Authorised Share Capital of the Company was increased from 37,30,00,000/- (Rupees Thirty- Seven Crores Thirty Lakhs Only) divided into 3,73,00,000 (Three Crores Seventy- Three Lakhs) Equity Shares of 10/- (Rupees Ten Only) each to 60,00,00,000/- (Rupees Sixty Crores Only) divided into 6,00,00,000 (Six Crores) Equity Shares of 10/- (Rupees Ten Only) each, by creation of an additional 2,27,00,000 (Two Crores Twenty- Seven Lakhs) Equity Shares of 10/- (Rupees Ten Only) each.

The said increase in Authorised Share Capital was duly approved by the Members of the Company through Postal Ballot, the results of which were declared on 17th December, 2025, and the consequent alteration in the Capital Clause of the Memorandum of Association of the Company was duly effected in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

Paid Up Share Capital:

The Paid- up Share Capital of the Company as on 31st March, 2026 stood at 4,50,00,000/- (Rupees Four Crores Fifty Lakhs Only). During the year under review, there was no change in the Paid- up Share Capital of the Company.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, the Capital Clause of the Memorandum of Association of the Company was altered consequent upon the increase in the Authorised Share Capital of the Company, pursuant to the approval accorded by the Members through Postal Ballot, the results of which were declared on 17th December, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

ALTERATION OF ARTICLES OF ASSOCIATION

During the year under review the Company has not made any changes in the Articles of Association of the company.

STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of 623.31/- (in Lakhs) as against 217.01 (in Lakhs) in the previous year

The Company made net profit of 4.61/- (in Lakhs) as against Loss of 13.69/- (in Lakhs) in the previous year in the financial statement.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been certain material developments Subsequent to the closure of the financial year ended March 31, 2026 and before the date of this Report, the members of the Company, at the Extra- Ordinary General Meeting held on August 15, 2026, approved the raising of funds by way of preferential issue of equity shares and convertible warrants, as detailed below:

Particulars	Details
Issue of Equity Shares on preferential basis	Up to 32,000,000 fully paid-up Equity Shares having face value of 10/- each at an issue price of 12/- per Equity Share, including premium of 2/- per Equity Share, aggregating up to 3,84,00,000/- on preferential basis in accordance with Regulation 166A read with Regulation 165 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Issue of Convertible Warrants	Up to 2,16,55,216 Convertible Warrants at an issue price of 12/- per Warrant, including premium of 2/- per Warrant, aggregating up to 25,98,62,592/- on preferential basis to the proposed allottees falling under Promoter/Promoter Group and Non-Promoter/Public categories, in accordance with Regulation 166A read with Regulation 165 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The aforesaid preferential issue has triggered an obligation on the Acquirers i.e Nishil Shah and Mr. Niranjankumar Navratanmal Jain to make an Open Offer in accordance with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Subject to completion of the Open Offer and the transactions contemplated pursuant to the preferential issue, the Acquirers shall be classified as the Promoters of the Company, resulting in a change in control of the Company.

LISTING WITH STOCK EXCHANGE

The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 125 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016 ( IEPF Rules ), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ( IEPF ) Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

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 these provisions of the Act.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company in terms of Companies Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment/ Re-Appointment

During the year under review, the company has appointed following new directors and Key Managerial Person on Board.

The Company has appointed Mr. Niranjankumar Navratanmal Jain (DIN: 00282842) and Mr. Nishil Shah (DIN: 09165405) as an Additional Director under Executive Category with effect from 05th November, 2025.

Mr. Niranjankumar Navratanmal Jain (DIN: 00282842) and Mr. Nishil Shah (DIN: 09165405) has been regularized as an Executive Director of the company vide Special Resolution passed at the Postal Ballot held on December 17th, 2025.

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Yogendrakumar Gupta Prabhudayal (DIN: 01726701) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Your directors recommended his re-appointment on recommendation made by the Nomination and Remuneration Committee.

Cessation

During the financial year under review, no Director resigned from or otherwise ceased to hold office on the Board of the Company. During the financial year under review, Mr. Sunil Prataprai Gurnani resigned from the office of Chief Financial Officer with effect from 12th November, 2025. The Board places on record its sincere appreciation for the valuable services and contributions rendered by him during his tenure with the Company. Consequent upon the cessation of Mr. Sunil Prataprai Gurnani, Mr. Niranjankumar Navratanmal Jain was appointed as the Chief Financial Officer with effect from 12th November, 2025.

Changes after closure of Financial Year

Subsequent to the closure of the financial year under review, Mr. Yash Kamleshkumar Shah (DIN: 10565098), Non-Executive Independent Director of the Company, has resigned from the position of Independent Director of the Company with effect from 8th August, 2026.

Independent Directors

The following Directors are independent in terms of Section 149(6) of the Companies Act, 2013 at the Closure of Financial Year:

Mr. Sushilkumar Goel

Mrs. Amita Chhaganbhai Pragada

Mr. Yash Kamleshkumar Shah*

Further, subsequent to the closure of the Financial Year, owing to the casual vacancy arising from the resignation of Mr. Yash Kamleshkumar Shah, the Company appointed Ms. Riddhi Hardishkumar Shah (DIN: 11904921) as an Additional Non-Executive Independent Director. Her appointment is proposed to be regularised as an Independent Director at the ensuing Annual General Meeting of the Company.

*Mr. Yash Kamleshkumar Shah resigned from the position of Independent Director of the Company subsequent to the closure of the financial year, with effect from 8th August, 2026.

Company Secretary

Mr. Ritendrasinh Kishorsinh Rathod is the Company Secretary and Compliance Officer of the Company and continues to hold the said office as on the date of this Report.

The Key Managerial Personnels as on 31st March, 2026:

Mr. Yogendrakumar Gupta Prabhudayal - Managing Director

Mr. Niranjankuma Navratanmal Jain - Chief Financial Officer (w.e.f. 12th November, 2025)

Mr. Ritendrasinh Kishorsinh Rathod - Company Secretary & Compliance Officer

DECLARATIONS OF INDEPENDENT DIRECTORS

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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They 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 March 31, 2026 and of the profit of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

The Board of Directors along with its committees provide leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of Mahan Industries Limited comprises of Executive and Non- Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, marketing, technology, finance, economics, administration, etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. Detailed profile of our directors is available on our website at www.mahan.co.in

Composition of Board:

Sr. No.	Name of Director	Category	Designation
1.	Mr. Yogendrakumar Gupta Prabhudayal	Executive Director	Managing Director
2.	Mr. Niranjan Navratanmal Jain	Executive Director	Diretor & CFO
3.	Mr. Nishil Shah	Executive Director	Diretor
4.	Mr. Sushilkumar Goel	Non-Executive Director	Independent Director
5.	Mrs. Amita Chhaganbhai Pragada	Non-Executive Director	Independent Director
6.	Mr. Yash Kamleshkumar Shah*	Non-Executive Director	Independent Director

*Mr. Yash Kamleshkumar Shah resigned from the position of Independent Director of the Company subsequent to the closure of the financial year, with effect from 8th August, 2026.

Board Meetings:

The Board of Directors duly met 9 times at regular intervals during the mentioned financial year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The dates on which meetings were held are as follows:

Name of the Directors	Date of Meeting
	02/05/2025	22/05/2025	06/08/2025	06/09/2025	05/11/2025	12/11/2025
Mr. Yogendrakumar Gupta Prabhudayal	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Niranjan Navratanmal Jain	NA	NA	NA	NA	Yes	Yes
Mr. Nishil Shah	NA	NA	NA	NA	Yes	Yes
Mr. Sushilkumar Goel	Yes	Yes	Yes	Yes	Yes	Yes
Mrs. Amita Chhaganbhai Pragada	Yes	No	Yes	Yes	Yes	No
Mr. Yash Kamleshkumar Shah	Yes	Yes	Yes	No	Yes	Yes
No of Board Meeting attended	09/09	04/09	04/09	09/09	09/09	09/09

Name of the Directors	Date of Meeting
	23/12/2025	12/02/2026	31/03/2026
Mr. Yogendrakumar Gupta Prabhudayal	Yes	Yes	Yes
Mr. Niranjan Navratanmal Jain	Yes	Yes	Yes
Mr. Nishil Shah	Yes	Yes	Yes
Mr. Sushilkumar Goel	Yes	Yes	Yes
Mrs. Amita Chhaganbhai Pragada	Yes	Yes	Yes
Mr. Yash Kamleshkumar Shah	Yes	No	Yes

**During the year under review, the Company conducted one (1) Postal Ballot in accordance with the applicable provisions of the Companies Act, 2013. The results of the Postal Ballot were declared on 17th December, 2025.

Independent Directors Meetings:

In terms of the provisions of the Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations, the Independent Directors of the Company shall meet at least once in a year, without the presence of Executive Directors and members of Management. During the financial year, the Meetings of Independent Directors was held in following manner:

Date of Meeting	Name of Director
	Sushilkumar Goel	Amita Chhaganbhai Pragada	Yash Kamleshkumar Shah
31/03/2026	Yes	Yes	Yes
Number of Meeting attended during the year	01/01	01/01	01/01

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The internal auditor reports functionally to the Audit Committee. The Chief Financial Officer of the Company also attends the meetings as invitee.

Composition of Audit Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mrs. Amita Chhaganbhai Pragada	Chairman	Non-Executive Independent Director
2.	Mr. Sushilkumar Goel	Member	Non-Executive Independent Director
3.	Mr. Yogendrakumar Gupta Prabhudayal	Member	Managing Director

Audit Committee Meeting:

In terms of the provisions of the Regulation 18(2) (a) of the Listing Regulations, the Audit Committee of the Company shall meet at least four times in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit committee was held in following manner:

Date of Meeting	Name of Director
	Amita Chhaganbhai Pragada	Sushilkumar Goel	Yogendra Gupta Prabhudayal
22/05/2025	Yes	Yes	Yes
06/08/2025	Yes	Yes	Yes
12/11/2025	Yes	Yes	Yes
12/02/2026	Yes	Yes	Yes
Number of Audit Committee Meetings attended during the year	04/04	04/04	04/04

Financial Reporting and Related Processes:

- Oversight of the Company s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

- Reviewing with the Management, Audited Annual Financial Statements and Auditor s Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

- Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Company s accounting principles with reference to the Accounting Standard (AS).

All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consists of majority of Independent Directors. The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel.

Composition of Nomination and Remuneration Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mrs. Amita Chhaganbhai Pragada	Chairman	Non-Executive Independent Director
2.	Mr. Sushilkumar Goel	Member	Non-Executive Independent Director
3.	Ms. Riddhi Hardishkumar Shah*	Member	Non-Executive Independent Director

*Subsequent to the closure of the financial year, Mr. Yash Kamleshkumar Shah, Independent Director of the Company, resigned from the position of Independent Director with effect from 8th August, 2026.

To fill the casual vacancy arising from the aforesaid resignation, Ms. Riddhi Hardishkumar Shah was appointed as an Additional Independent Director of the Company. Accordingly, the Nomination and Remuneration Committee was reconstituted prior to the date of this Board s Report.

Nomination and Remuneration Committee Meeting:

In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the Nomination and Remuneration Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration Committee was held in following manner:

Date of Meeting	Name of Director
	Amita Chhaganbhai Pragada	Sushilkumar Goel	Yash Kamleshkumar Shah *	Riddhi Hardishkumar Shah *
02/05/2025	Yes	Yes	Yes	NA
05/11/2025	Yes	Yes	Yes	NA

The terms of reference of the Committee inter alia, include the following:

- Succession planning of the Board of Directors and Senior Management Employees;

- Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

- Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

- Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

- Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

STAKEHOLDER S RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee ( SRC ) considers and resolves the grievances of our shareholders, including complaints relating to non- receipt of annual report, transfer and transmission of securities, non- receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

1. Mrs. Amita Chhaganbhai Praagada

2. Mr. Sushilkumar Goel

3. Mr. Yogendra Gupta Prabhudayal

Composition of Stakeholders Relationship Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mrs. Amita Chhaganbhai Praagada	Chairman	Non-Executive Independent Director
2.	Mr. Sushilkumar Goel	Member	Non-Executive Independent Director
3.	Mr. Yogendra Gupta Prabhudayal	Member	Managing Director

Stakeholders Relationship Committee Meeting:

In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the Stakeholders Relationship Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Stakeholders Relationship Committee was held in following manner:

Date of Meeting	Name of Director
	Amita Chhaganbhai Praagada	Sushilkumar Goel	Yogendrakuma Gupta Prabhudayal
31/03/2026	Yes	Yes	Yes
Number of SRC Meetings attended during the year	01/01	01/01	01/01

The terms of reference of the Committee are:

- Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

- Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

- Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

- To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

- To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non- receipt of annual reports, notices, non- receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

- Monitoring expeditious redressal of investors / stakeholders grievances;

- All other matters incidental or related to shares, debenture.

During the year, the Company has given disclosure for Investor Complaints of last three quarters on Stock Exchange and no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2026.

Mr. Ritendrasinh Kishorsinh Rathod, Company Secretary of the Company is the Compliance Officer.

Meeting of Independent Directors:

The Independent Directors of your Company often meet before the Board Meeting(s) without the presence of the Chairman, the Managing Director or the Executive Director or other Non- Independent Director(s) or any other Management Personnel.

These Meetings are conducted in an informal and flexible 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, 2026 during the year and this meeting was well attended. The Independent Directors communicate as appropriate, suggestions, views or concerns to the Chairman or Managing Director and Chief Executive Officer upon conclusion of their Meeting(s).

CORPORATE SOCIAL RESPONSIBILITY

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.

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal (KMP) and other employees so as to attract, retain and reward talent who will contribute to our long- term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non- Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re- appointment and remuneration of Directors, Key Managerial. The Nomination and Remuneration Policy is also available on the website of the Company www.mahan.co.in in the head of Policies.

For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Companys commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2026 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the

Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.mahan.co.in .

FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted Code of Practices for Prevention of Insider Trading and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Code of Fair Disclosure) of the Company.

The Code of Practices for Prevention of Insider Trading and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company www.mahan.co.in .

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non- compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www.mahan.co.in .

VIGIL MECHANISM

The Company has established a Vigil Mechanism/ Whistle- blower policy in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to principles of professional integrity and ethical behaviour in the conduct of its affairs. The Whistle- blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee to report actual or suspected unethical behaviour, fraud or violation of the Companys Code of Conduct/ ethics/ principles and matters specified in the Policy.

The Company affirms that in compliance with the Whistle- Blower Policy/ Vigil Mechanism no personnel has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a

yearly basis is presented an update on the whistle blower policy. Whistle Blower policy is available on the website of the Company at www.mahan.co.in The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.

During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company s Whistle Blower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any of such information.

PERFORMANCE EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors.

The Board sought the feedback of Directors on various parameters including:

- Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

- Structure, composition, and role clarity of the Board and Committees;

- Extent of co-ordination and cohesiveness between the Board and its Committees;

- Effectiveness of the deliberations and process management;

- Board/Committee culture and dynamics; and

- Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company

during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

1. For Non-Executive & Independent Directors:

- Knowledge

- Professional Conduct

- Comply Secretarial Standard issued by ICSI

- Duties, Role and functions

2. For Executive Directors:

- Performance as leader

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set investment goal

- Professional conduct and integrity

- Sharing of information with Board.

- Adherence applicable government law

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control which is also available on our websit. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

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

Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at work place. Your Company has in place Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website www.mahan.co.in .

Further, your company has setup an Internal Complaint Committee (ICC) at the registered office. ICC has equal representation of men and women.

The composition of internal complaint committee is as follows:

Sr. No	Name of the Member	Designation
1.	Ms. Amarjeet Kaur Gupta	Employee
2.	Ms. Sakshi Sharma	Employee

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.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER 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.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

AUDITORS 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 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. 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 2025-26, 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.

INTERNAL AUDITORS:

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 (FRN: 155999W) as an Internal Auditor of the Company. Internal Auditor is appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr. Gaurang 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 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, complies 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 in Form MR- 3 for the financial year ended on March 31, 2026 is attached as Annexure - I to the Directors Report and forming part of this Annual Report.

The report of the Secretarial auditor have not made any adverse remarks in their Audit Report except:

a) The Company has delayed the filing of Cerificate under Regulation 74(5) of SEBI(Depositories and Participants)Regulations 2018 for the Quarter ended December, 2025.

Reply: The Company has subsequently filed the certificate with the stock exchange on 21.01.2026.

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.

DIRECTORS RESPONSE ON AUDITORS QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE

There is a no qualification or Disclaimer of Opinion in the Auditors Report on the Financial Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors Report.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with Secretarial standards and its provisions and is in compliance with the same.

ANNUAL RETURN

In accordance with Sections 134(3) (a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return in Form No. MGT-7 for the financial year 2025-26 will be available on the website of the Company ( www.mahan.co.in ). The due date for filing annual return for the financial year 2025-26 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company ( www.mahan.co.in ) as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

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 is attached as Annexure

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) is annexed herewith as Annexure-II.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT

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.

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning and at the close of year is ? 346.66/- (In Lakhs). The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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 is not applicable to the Company for Financial Year 2025-26 and hence NIL Form AOC 2 as annexed Annexure III .

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the Company undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed in this Board Report as Annexure: IV:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with AnnexureV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Companys operations in future.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with circular SEBI/HO/CFD/CMD-2/P/CIR/2021/562dated May 10, 2021, the Business Responsibility and Sustainability Report is to be given only by top 1000 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2026.

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.

MAINENTANCE OF COST RECORD

The provisions relating to the maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Accordingly, the Company was not required to maintain cost records during the financial year under review.

DEMATERIALISATION

The Demat activation number allotted to the Company is INE735D01041 . The company is holding its shares in dematerialized form only.

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.

GENERAL DISCLOSURES:

During the financial year 2025-26,

- 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 Board s Report, form part of the notes to the standalone financial statements;

ENCLOSURES:

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

a. Annexure I: Secretarial Auditors Report in Form No. MR-3;

b. Annexure II : Management Discussion and Analysis Report (MDAR);

c. Annexure III: Form No. AOC-2;

d. Annexure IV: Details of personnel/particulars of employees;

e. Annexure V : Conservation of energy;

ACKNOWLEDGMENTS

The Board of Directors places on record its sincere appreciation for the continued dedication, commitment and valuable contributions of all employees, whose efforts have significantly contributed to the Companys growth and success during the financial year.

The Board also extends its heartfelt gratitude to the Company s customers, lenders, investors, bankers, business associates, vendors, auditors and all other stakeholders for their continued trust, confidence and support.

The Directors express their sincere appreciation to the Reserve Bank of India (RBI), the Ministry of Corporate Affairs, the Registrar of Companies, the Securities and Exchange Board of India (wherever applicable), the Income Tax Department, and other statutory and regulatory authorities for their valuable guidance, cooperation and support extended to the Company during the year. The Board looks forward to their continued support and cooperation in the years ahead.

PLACE: Ahmedabad		By Order of the Board
DATE: 05.09.2026		For, MAHAN INDUSTRIES LIMITED
	Sd/-	Sd/-
	Niranjankumar Navratanmal	Jain Nishil Shah
	Director	Director
	DIN: 00282842	DIN: 09165405