Mahaveer Infoway Ltd Directors Report

The Companys financial results for the year under review along with previous years figures are given hereunder: (Amount In INR.)

During the year under review, your Company has earned a Net Profit of Rs.7,99,613 when compared to Net loss of Rs. (38,90,475) in the previous year. Net profit before taxation earned during the year under review amounted to Rs. 17,62,969 as against Rs. (38,62,091) in the previous year.

Keeping the Companys growth plans in mind, your directors have decided not to recommend dividend for the financial year 2024-2025.

The Company proposes to transfer a net-profit of Rs. 7,99,613 to retained earnings for the Financial Year 2024-25. With this, the total Reserves & Surplus (including Capital Reserve, Central Subsidy, Investment Allowance Reserve, Revaluation surplus & Retained Earnings) as on March 31, 2025 is Rs. (1,47,74,369) as against the Paid-up Capital of Rs. 5,50,90,000

Mr. Jeetendra Kumar Bhansali Director of the company retires at this Annual General Meeting and expressed his unwillingness for re-appointment be and is hereby relieved and the vacancy so caused on the Board of the Company be not filled up.

The terms of appointment of Mr. Ashok Kumar Jain, Managing Director are proposed to be varied such that he shall hold office till 31st March 2028, liable to be retired by rotation and be paid an yearly remuneration of Rs. 24,00,000 from financial year 2025-26 as recommended by Nomination & Remuneration Committee and subject to the approval of the members at the ensuing annual general meeting.

Mr. Sachin Jain who was appointed as the Additional Director of the Company at the Board Meeting held on 29/07/2025 and whose term of office as an additional director expires at the conclusion of this Annual General Meeting is hereby proposed to be appointed as the Director (Executive) of the company at the ensuing annual general meeting.

Further Mr. Vijay Jain who was the executive director of the company has resigned from the board of directors w.e.f 29/07/2025.

Apart from above, there were no other changes in the composition of the board during the year under review.

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

The names of the Directors on the Board, their attendance at Board Meetings held during the year is given below:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement: - a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; and e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively - Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s Kalyana & Co., Chartered Accountants, Hyderabad were appointed as Statutory Auditors for a period of 5 years at the Annual General Meeting held on 22/09/2023 and holds office till the conclusion of Annual general meeting to be held in the year 2028.

Further the Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this annual report

10. SECRETARIAL AUDITOR:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Baheti Gupta & Co., Company Secretaries, are appointed as Secretarial Auditors to conduct the secretarial audit of the Company for financial year 2024-25, as required under section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial audit report for financial year 2024-25 forms part of the Annual Report as ANNEXURE-A to the Boards Report.

11. INTERNAL AUDITORS:

Mr. Ravi Teja, Chartered Accountant, was appointed as the internal auditor of the company for the financial year 2024-25 at the Board Meeting held on 24/05/2024.

The Internal Audit report is reviewed by the Audit committee from time to time.

12. COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

13. ANNUAL RETURN:

The copy of the Annual Return as on 31st March, 2025 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the company and the same can be accessed at www.mahaveerinfoway.com

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

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

15. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED:

The details of the loans given by the company and investments made pursuant to section 186 of the Companies Act, 2013 are disclosed in the financial statements as required under the provisions of the Companies Act, 2013. Further the Company has not given any guarantee or provided security during the year under review.

16. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. All Related Party Transactions were placed before the Audit Committee and also the Board for approval. The detailed information about the related party transactions is enclosed in Form AOC 2 as Annexure B.

17. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

18. LISTING ARRANGEMENTS:

Companys shares are presently listed on The Bombay Stock Exchange Limited & other details are listed below:

Stock Exchange Name The Bombay Stock Exchange

Scrip Code 539383 Scrip Name MAHAVEER ISIN INE019D01016

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO:

As required by the provisions of Companies Act, 2013, the relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given under:

A. Conservation of Energy:

Adequate measures have been taken to reduce energy consumption, wherever possible. There were no additional investments made for the conservation of energy during the period under review.

B. Research and Development (R&D):

C. Foreign Exchange Earnings and Outgo: NIL

20. PARTICULARS OF EMPLOYEES:

There is no employee who if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One Crore and Two Lakhs rupees or if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eight lakh and Fifty thousand rupees per month or if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company and thus consequently no information is required to be provided in this regard in accordance with the provisions of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS:

The Company has effective internal financial controls that ensure an orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

There are adequate controls relating to strategic, operational, environmental and quality related aspects too.

While these controls have been effective through-out the year, these are reviewed on a periodic basis for any changes/ modifications to align to business needs.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

23. TRANSFER OF UNCLAIMED DIVIDEND FUND:

As the Company has not declared any Dividend, there is no such amount of Un-paid or Unclaimed Dividend be transferred to Investor and Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013 for the financial year ended 31st March 2025.

24. MATERIAL CHANGES AND COMMITMENT IF ANY:

Mr. Ashitosh Kothari was appointed as the CFO of the company w.e.f 29/07/2025. Further , Mr. Sachin Jain was appointed as the Additional director of the company at the board meeting held on 29/07/2025. Mr. Vijay Jain resigned from the post of director of the company w.e.f 29/ 07/2025.

Further Mr. Tarun Kumar Alwala was appointed as the Internal Auditor of the company for the financial year 2025-26 at the Board Meeting held on 20th May 2025 There were no other material changes and commitments affecting financial position of the company during the year under review.

25. BUSINESS RISK MANAGEMENT POLICY:

Global events have challenged nearly every company, leading to a rethink of assumptions and adaption of strategies to a new operating environment that involves managing major risks with a renewed focus on the safety of people.

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Audit Committee shall evaluate the Risk Management systems periodically. In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Audit Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness of the Risk Management System.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

26. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

27. CORPORATE GOVERNANCE REPORT:

The Company falls under the exempted categories of the Companies as specified under Regulation 15(2)(a) of SEBI(LODR) Regulations, 2015. Therefore, the provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations are not applicable to the Company.

28. BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013 and according to SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

Policy:

General understanding of the companys business dynamics, global business and social perspective;

Educational and professional background

Standing in the profession;

Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

2.1 The proposed appointee shall also fulfil the following requirements:

shall possess a Director Identification Number; shall not be disqualified under the companies Act, 2013;

shall endeavor to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting; shall abide by the code of Conduct established by the company for Directors and senior management personnel; shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the companies Act, 2013.

3.1. The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2. The Independent Director shall abide by the "code for Independent Directors "as specified in Schedule IV to the Companies Act, 2013.

4.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The Nomination and Remuneration Committee shall take into account the nature of and the time involved in a directory service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.2 None of the Director of the Company is holding Directorship in other company in excess of the limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further the membership and chairmanship held by the Directors in different committees of the Board across all the companies is within the limits prescribed therein.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. AUDIT COMMITTEE: (CONSTITUTED IN TERMS OF SECTION 177 OF THE COMPANIES

ACT, 2013) &VIGIL MECHANISM. A. AUDIT COMMITTEE:

The Company has constituted a qualified and independent Audit Committee which acts as a link between the management, external and internal auditors and the Board of Directors of the Company. The primary objective of the Committee is to monitor and provide effective supervision of the managements financial reporting process with a view to ensuring accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting. The Committee adheres to the Companies Act, 2013 in terms of quorum for its meetings, functioning, role and powers as also those set out in the. The functions of the committee include:

Overseeing the companys financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

Recommendation of appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services;

Review of adequacy of internal audit function, including the reporting structure, coverage and frequency of internal audit;

Review of the companys financial and risk management policies;

Review of the financial reporting system and internal control systems;

Approve quarterly, half yearly and annual financial results including major accounting entries involving exercise of judgment by the management;

Representation by the Statutory Auditors to the management in regard to any internal control weaknesses observed by them during the course of their audit and the action taken by the management thereon;

Discussions with Statutory and Internal Auditors on matters related to their area of audit;

Management Discussion & Analysis of the companys operations;

Review of significant related party transactions;

Review of implementation of the Fraud Risk Management Policy and the Fraud Risk Assessment Reports;

Recommendation for appointment of Statutory Auditors and their remuneration; The Committee consists of qualified and Independent Non-Executive Directors. All the Members on the Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Committee members met four times during the financial year 2024-25:

The Managing Director and Executive Directors of the company as well as the Internal and Statutory Auditors of the company, attend Committee meetings to brief the Members. The Committee also invites Business and Departmental Heads, to discuss matters concerning their business / departments, as and when it deems necessary

The composition of the Audit Committee and the details of meetings attended by its members are given below:

The Audit Committee met Four times during the year on 24/05/2024, 07/08/2024, 12/11/2024 and 11/02/2025

B. VIGIL MECHANISM:

The Vigil Mechanism as envisaged in the Companies Act, 2013 read with Rules made thereunder is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

31. NOMINATION AND REMUNERATION COMMITTEE: (CONSTITUTED IN TERMS OF SECTION

178 OF THE COMPANIES ACT, 2013).

The "Nomination and Remuneration committee" is governed by a Charter duly approved by the Board of Directors of the company and in compliance with Section 178 of Companies Act, 2013.

The remuneration policy as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. The Directors as well as those rendering clerical, administrative and professional services are suitably remunerated according to the industry norms.

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. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.

A. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANE DURING THE YEAR:

The Nomination and Remuneration Committee met on 07-08-2024 during the year under review.

32. STAKEHOLDERS RELATIONSHIP COMMITTEE: (Constituted in terms of section 178 of the Companies Act, 2013).

The Company has constituted a Stakeholders Relationship Committee in compliance with Section 178 of the Companies Act, 2013 to deal with various matters relating to:

Approve / refuse / reject registration of transfer / transmission / transposition of shares.

Authorize:

(i) Issue of duplicate share certificates and issue of share certificates after split / consolidation / dematerialization of shareholding.

(ii) Printing of Share Certificates.

(iii) Affixation of Common Seal of the Company on Share Certificates.

(iv) Directors / Managers / Officers / Signatories for signing / endorsing Share Certificates.

(v) Necessary applications / corporate actions to Stock Exchanges and Depositories arising out of and incidental to the exercise of options by the employees.

Monitoring expeditious redressal of investors grievances.

Non-receipt of Annual Report and declared dividend.

All other matters related to shares.

A. Composition:

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

The Stakeholders Relationship Committee met on 12/11/2024 during the year under review.

33. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING

THE YEAR 2024-25:

34. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT: a) Industry Structure and Developments:

The Company is mainly engaged in the business of providing information and communication services. b) Opportunities and threats:

The Company feels happy to inform that it has established itself in information and communication market. Giving timely and excellent services Company has established dedicated customers whose base is steadily improving. However, the communication market fluctuates according to willingness of the Customers, the company is very much dependent on customers for its growth.

The information and communication industry is important for several reasons. The opportunities for the information and communication industries are efficiency and personalization, real-time data sharing and may more.

The several threats such as Cybersecurity Risks such as Hacking, data breaches, and ransomware attacks Environmental Concerns - High energy use and e-waste could pose a threat on the profitability of the Company.

During the year under review, the market for information and communication industry was highly fluctuating.

c) Outlook:

In the Business support services your company is receiving regular work, not only from its existing clients but is also exploring opportunities from new clients.

In the Financial Sector the share market was very volatile and hence your company taking adequate measures to ensure proper investment decision. d) Segment wise or product wise reporting

The Company is engaged in information and communication services involving computer programming, consultancy and related activities. Performance of the Company is satisfactory due to the down turn in national and international markets largely affected by the events such as Covid-19 pandemic, war like situations in countries and sluggish economic growth. Further it is envisaged that there will be improvement in the coming years and national and international markets will revive. e) Risk and Concerns:

The information and communication industry is posed to several threats such as Cybersecurity Risks, Intense Competition, Environmental Concerns which could be concerning towards the growth and profitability of the Company. f) Internal Control system and their adequacy:

The Company has a proper and adequate system of internal control proportionate to its size and volume of business. The internal control system of the Company is designed to ensure that the financial and other records are reliable for preparing financial statements and other data for maintaining accountability of assets. g) Discussion on Financial Performance with respect to Operational Performance:

The Financial Statements are prepared under the historical cost convention in accordance with Indian generally accepted accounting principles and the provisions of Indian Companies Act, 2013. All Income and Expenditure having a material bearing on the Financial Statements are recognized on accrual basis. The Management has taken utmost care for the integrity and the objectivity of these Financial Statements, as well as for various estimates and judgments used therein. h) Material developments in Human Resources/Industrial Relations front, including number of people involved:

The Company continues to maintain excellent relationship with its buyers and sellers. Relationship with the staff is quite cordial and supportive for continuous human resource development. During the year under review Company performance has improved due to efforts put in by the existing and additional staff recruited.

i) Details of significant changes in following key financial ratios as compared to the immediately previous financial year:

Cautionary Statement:

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and international markets in which the Company operates, changes in the Government regulations, tax laws and other statues and other incidental factor.

35. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The company has Nomination and Remuneration committee consisting of Mr. S Dhirendra Kumar Jain as Chairman and Mr. Satish Khemchand Khivsara and Mrs. Kanika Suri as members. The remuneration and sitting fees paid to the Board members are based on the recommendation of Nomination and Remuneration Committee.

Policy:

1.1 The Board on the recommendation of the Nomination and Remuneration Committee shall review and approve the remuneration payable to the Executive Director of the company within the overall limit approved by the shareholders.

1.2 The Board on the recommendation of the Nomination and Remuneration Committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

1.3 The remuneration structure to the Executive Director and key managerial personnel shall include Basic pay and Perquisites and Allowances 1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the Nomination and Remuneration Committee and Annual performance Bonus may be approved by the committee based on the achievement against the Annual plan and Objectives.

2.1 Presently the Companys policy on remuneration does not provide for remuneration to non- executive Directors except for payment of sitting fees for attending the meetings of the Board. 2.2. Further the executive Directors are not paid any sitting fees for attending meetings of the Board.

3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

Remuneration to Directors:

The remuneration and perks paid during the year to Mr. Ashok Kumar Jain, Managing Director is Rs. 18,00,000/-

36. SECRETARIAL STANDARDS

The company is in compliance with Secretarial Standards as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

37. INDEPENDENT DIRECTORS MEETING:

As per clause VII of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent directors) was held on 11/02/2025 to discuss:

The meeting also reviewed and evaluated the performance of non-independent directors. The Company has three non-independent directors namely: i.) Mr. Ashok Kumar Jain - Managing Director ii.) Mr. Vijay Jain - Director iii.) Mr. Jeetender Kumar Bhansali - Director

The meeting recognized the significant contribution made by Mr. Ashok Kumar Jain as Managing Director and was hopeful of the same from Mr. Ashok Kumar Jain in directing the Company towards the success path. The meeting also reviewed and evaluated the performance of the Board as whole in terms of the following aspects:

Preparedness for Board/Committee meetings

Attendance at the Board/Committee meetings

Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

Monitoring the effectiveness of the companys governance practices

Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

Ensuring the integrity of the companys accounting and financial reporting systems, including the independent audit and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

38. SHARE CAPITAL: A. RIGHTS ISSUE OF SHARES

No shares were issued on rights basis during the year under review.

B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS

No Preferential allotment of shares on private placement basis was made during the year under review.

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

No Bonus Shares were issued during the year under review.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued any Equity Shares with differential voting rights during the financial year under review.

39. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information given pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given below:

OTHER DISCLOSURES:

The total number of permanent employees of the company are Twenty-seven (27) as on 31st March, 2025.

The total remuneration paid to Directors was Rs. 18 Lakhs against the net profits of the company after tax amounting to Rs. 7,99,613. There was 100% increase in the remuneration paid to the Directors during the financial year 2024-25.

There was 0.24 % increase in the median remuneration of employees in the current financial year.

Average percentage increase made in the salaries of employees other than managerial personnel in the financial year i.e., 2024-25 was 0.55% and also the increase in managerial remuneration for the Financial Year 2023-24 was 3.63%. The significant change in the percentage increase in the Managerial remuneration is due to efforts put in by Mr. Ashok Kumar Jain and the payment of remuneration to him.

Change in remuneration, if any, of the Managing Director, Whole Time Director and Executive Director is decided based on the individual performance, inflation, prevailing industry trends and benchmarks.

Non-Executive Directors and Independent Directors are paid sitting fees only for the meetings of the Board attended by them. Further no sitting fees are paid for attending the meetings of the committees of the Board.

There is no employee receiving any remuneration in excess of remuneration paid to any Director. Further the remuneration payable to Directors is as per the remuneration policy of the Board of Directors as recommended by Nomination and Remuneration Committee. Further as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names of the top ten employees in terms of remuneration drawn is as under:

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED

SUSPENSE ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby discloses the details of unpaid/ unclaimed dividend and the respective share thereof as follows: Aggregate No. of Shareholders and the outstanding shares in the suspense account at the beginning of the year. NA No. of shareholders who approached the Company for transfer of shares from suspense account during the year. NA No. of shareholders to whom shares were transferred from suspense account during the year. NA Aggregate No. of Shareholders and the outstanding shares in the suspense account at the end of the year. NA

41. REMARKS ON SECRETERIAL AUDIT REPORT:

Pursuant to the Secretarial Audit carried out by M/s. Baheti Gupta &/ Co., Company Secretaries for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed herewith as Annexure-I and forms integral part of this Report.

The qualifying remarks, reported by the Secretarial Auditor in their report for the Financial Year ended 31st March, 2025 and the explanations of the management are tabulated below:

42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the Company has formulated a Code of Conduct for Prevention of Insider Trading ("Insider Trading Code") and a Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information ("UPSI").

The Code of Practices and Procedures for fair disclosure of UPSI is available on the website of the Company at https://www.mahaveerinfoway.com.

43. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy on Prevention of Sexual Harassment at Workplace which aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. An Internal Complaints Committee ("ICC") has been set up by the senior management (with women employees constituting the majority). The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

During the financial year ended March 31, 2025, no complaints pertaining to sexual harassment have been received.

44. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website https://www.mahaveerinfoway.com.

45. DEVIATIONS, IF ANY OBSERVED-ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:

During the year under review, company has not raised any funds from public or through preferential allotment.

46. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY

AND BANKRUPTCY CODE, 2016:

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

47. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT

AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

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

48. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.