Mahendra Realtors & Infrastructure Ltd Directors Report

To, The Members, MAHENDRA REALTORS & INFRASTRUCTURE LIMITED

(Formerly known as Mahendra Realtors & Infrastructure Private Limited)

The Board of Directors present their 19 th Annual report together with Audited Financial Statements for the year ended 31 st March, 2026.

1. FINANCIAL PERFORMANCE

The Audited Financial Statements of the Company as on March 31, 2026, are prepared in accordance with the relevant applicable Accounting Standards (AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

Key highlights of standalone financial performance for the year ended March 31, 2026, are summarized as under:

(Amount in Lakhs)

Particulars	Year Ended 31/03/2026	Year Ended 31/03/2025
Revenue from Operations	13586.31	12477.18
Other Income	526.38	392.06
Total Income	14112.69	12869.25
Less :- Expenses:-
a) Cost of materials Consumed	9180.50	8719.71
b) Purchase of stock-in-trade	-	-
c) Changes in Inventoried of finished goods, work-in progress and stock-in-trade	-	-
d) Employees benefits expense	1842.70	1273.78
e) Finance Cost	124.09	118.47
f) Depreciation & amortization expenses	30.31	23.49
g) Other Expenses	585.00	685.87
Profit /(Loss) before Tax & Exceptional items	2350.08	2047.93
Add : Exceptional items	-	-
Less : Provision for Tax	577.88	561.00
Add/ (Less) : Deferred Tax	-2.41	0.30
Profit /(Loss) after tax	1774.61	1486.63

2. HIGHLIGHTS OF OPERATIONAL PERFORMANCE

The total revenue of the Company for the year ended March 31, 2026 was Rs. 14112.69 lakhs as against the total revenue of Rs. 12869.25 lakhs for the previous financial year ended March 31, 2025. The Total Income of the company was increased by 9.66 % over previous year.

During the year under review, the Company has earned a Net Profit after Tax of Rs. 1774.61 lakhs as compared to Net Profit after Tax of Rs. 1486.63 lakhs in the previous financial year. The profit of the Company increased about 19.37% as compared to previous financial year. The increase in profit is due to increase in revenue from operations and other income of the company as compared to previous year.

3. COMPANY BACKGROUND

Our Company was originally incorporated as a Private Limited Company under the Companies Act, 1956 in the name and style of Mahendra Realtors & Infrastructure Private Limited bearing corporate identification number U70102MH2007PTC171445, dated June 08, 2007, issued by the Registrar of Companies, Mumbai. Subsequently, the name of our company was changed to Mahendra Realtors & Infrastructure Limited pursuant to a shareholders resolution passed at an Extra-Ordinary General Meeting of the Company held on June 13, 2014, and a fresh certificate of incorporation dated August 25, 2014, was issued by Registrar of Companies, Mumbai bearing corporate identification number U70102MH2007PLC171445. However, the name of our company was again changed to Mahendra Realtors & Infrastructure Private Limited pursuant to a shareholders resolution passed at an ExtraOrdinary General Meeting held on August 26, 2014, and a fresh certificate of incorporation dated November 03, 2014, was issued by Registrar of Companies, Mumbai bearing corporate identification number U70102MH2007PTC171445. Subsequently, the name of our company was changed to Mahendra Realtors & Infrastructure Limited pursuant to a shareholders resolution passed at an Extra-Ordinary General Meeting held on April 3, 2024, and a fresh certificate of incorporation dated July 15, 2024 was issued by Registrar of Companies, Mumbai bearing corporate identification number U70102MH2007PLC171445.

During the financial year under review, the Company successfully completed its Initial Public Offer (IPO), and the Equity Shares of the Company were listed on the National Stock Exchange of India Limited on August 20, 2025. Consequent upon the listing of its Equity Shares, the Corporate Identification Number (CIN) of the Company was changed from U70102MH2007PLC171445 to L70102MH2007PLC171445 , signifying the Companys status as a listed public company under the provisions of the Companies Act, 2013.

4. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES:

The Board of Directors had, in its meeting held on Tuesday, July 30, 2024, considered and approved the proposal for undertaking an Initial Public Offer of up to 58,17,600 (Fifty-Eight Lakhs Seventeen Thousand Six Hundred only) Equity Shares of the Company comprising of a Fresh Issue of up to 47,26,400 Equity

Shares and an Offer for Sale of up to 10,91,200 Equity Shares at such price as may be decided by the Board of Directors in consultation with the Lead Manager. The Members of the Company subsequently approved the said proposal by passing a Special Resolution at the Annual General Meeting of the Company held on Friday, September 20, 2024.

Pursuant to the authority granted by the Members of the Company, the Company appointed Fast Track Finsec Private Limited as the Lead Manager to the Issue and MUFG Intime India Private Limited (formerly Link Intime India Private Limited) as the Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

The Company applied to National Stock Exchange of India Limited (NSE) for in-principle approval for listing its Equity Shares on the SME Platform of NSE. National Stock Exchange of India Limited granted its In-Principle Approval vide its letter dated May 26, 2025.

Subsequently, the Company filed the Prospectus with the Registrar of Companies, Mumbai on August 18, 2025. The Public Issue was opened on Tuesday, August 12, 2025 and closed on Thursday, August 14, 2025. The Basis of Allotment was finalized by the Company, Registrar to the Issue and Lead Manager in consultation with NSE on August 18, 2025. At its meeting held on Monday, August 18, 2025, the Board of Directors approved and allotted 58,17,600 Equity Shares of face value of 10/- each to the successful allottees under the IPO.

Following the allotment, the Company applied for listing of its Equity Shares on the SME Platform of NSE and NSE granted its approval. The Equity Shares of the Company were listed and trading commenced on Wednesday, August 20, 2025 on the SME Platform of National Stock Exchange of India Limited (NSE Emerge).

5. UTILIZATION OF IPO PROCEEDS

The Company raised funds of Rs. 4017.44 lakhs through Initial Public Offering (IPO) during financial year 2025-26. The proceeds from the IPO have been utilized in accordance with the objects stated in the Offer Document. A summary of the utilization of funds is provided below:

(Amount in Lakhs)

Original Object Working Capital Requirement	Modified Object if any NA	Original Allocation 3,040.00	Modified allocation NA	Funds Utilized 3040.0 0	Amount of deviation/Variation for the quarter according to applicable object NIL	Remarks if any Utilized in full
General Corporate Purposes	NA	535.89	NA	500.31	35.58	Refer point (b) below
Issue Expenses	NA	441.55	NA	477.13	(35.58)	Refer point (c) below

a. The management of the Company has utilized Rs. 3,040.00 lakhs for Working Capital Requirements.

b. The Management of the Company has utilized Rs. 500.31 lakhs for General Corporate Purposes.

c. The Management of the Company has incurred IPO expenses aggregating to Rs. 477.13 lakhs up to March 31, 2026 as against the allocation of Rs.441.55 lakhs specified in the offer document, resulting in excess utilisation of Rs. 35.58 lakhs. As represented by the Management, the said excess utilisation has been adjusted against the unutilised proceeds allocated towards General Corporate Purposes.

6. DIVIDEND

The Board considers it prudent to conserve resources and therefore has not recommended any dividend for the financial year ended 31 st March, 2026.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has not distributed any amount as dividend during the previous financial years, and hence no instance arises for unclaimed/unpaid dividend.

Therefore, no amounts and shares were required to be transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India.

8. TRANSFER TO RESERVES AND SURPLUS

No amount has been transferred to the General Reserve during the year under review.

9. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year under review. The Company continues to operate in the engineering and construction services spanning structural Repairs, Rehabilitation, Retrofitting, Waterproofing, BOT projects, Infrastructure Restoration, Corporate Interior, Works Contract, Maintenance Construction Services and Waste Management.

10. SHARE CAPITAL

The Authorized Equity Share Capital of the Company as on March 31, 2026, was 23,00,00,000 (Rupees Twenty-Three Crore only), divided into 2,30,00,000 Equity Shares of 10 each.

The Paid-up Equity Share Capital of the Company as on March 31, 2026, was 22,10,39,000 (Rupees Twenty-Two Crore Ten Lakhs Thirty-Nine Thousand only), divided into 2,21,03,900 Equity Shares of 10 each. During the year under review, the equity shares of the Company were listed on the stock exchange(s) with effect from August 20, 2025. Pursuant to the Initial Public Offering (IPO), the Company allotted 47,26,400 Equity Shares of 10 each, resulting in an increase in the paid-up Equity Share Capital by 4,72,64,000. Consequently, the paid-up Equity Share Capital of the Company increased to 22,10,39,000, comprising 2,21,03,900 Equity Shares of 10 each.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

CONSTITUTION OF BOARD:

As on the date of this report, the Board comprises of the following Directors;

Name o f Director	the Category cum Designation	Date of Original Appointment	Total Directo rships in other co.**	No. of Committee*		No. of Shares f Held as on March 31, 2026
				In which Director is Member	In which Director is chairman
Hemanshu Shah	Chairman & Managing Director	08/06/2007	2	2	1	75,11,120
Bhavesh M Shah	Whole- Time Director	01/12/2007	2	1	0	75,72,650
Hetal Shah	Non- Executive Director	07/03/2024	0	0	1	1,78,500
Amit Rajeshkumar Shah	Independent Director	06/04/2024	0	2	2	-
Shiv Karan	Independent Director	23/05/2024	4	3	0	-

* Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies. ** Excluding LLPs, Section 8 Company & Struck Off Companies.

The composition of Board complies with the requirements of the Companies Act, 2013 (Act). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

BOARD MEETING:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required. During the year under review, The Board of Directors of the Company met 16 (Sixteen) times during the year as on 02 nd April, 2025, 24 th April, 2025, 30 th April, 2025, 10 th June, 2025, 16 th June, 2025, 24 th June, 2025, 07 th July, 2025, 14 th July, 2025, 17 th July, 2025, 29 th July, 2025, 05 th August, 2025, 14 th August, 2025, 18 th August, 2025, 18 th August, 2025, 14 th November, 2025 and 06 th March, 2026. The details of attendance of each Director at the Board Meetings are given as below:

Name of Director	Date of Original Appointment	Date of Cessation	Number o f Board Meetings Eligible to attend	Number of Board Meetings attended
Hemanshu Shah	08/06/2007	-	16	16
Bhavesh M Shah	01/12/2007	-	16	16
Hetal Shah	07/03/2024	-	16	16
Amit Rajeshkumar Shah	06/04/2024	-	16	16
Shiv Karan	23/05/2024	-	16	16

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

S. No. Type of General Meeting	Date of General Meeting
1 Annual General Meeting	16 th August, 2025

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors of the Company confirming that each of them meet the criteria of independence as provided in section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).

All the Independent Directors on the Board of your Company are registered with the Indian Institute of Corporate Affairs (IICA) as notified by the Central Government under Section 150(1) of the Act and passed online proficiency self-assessment test, as may be applicable, within the time prescribed by the IICA. In the opinion of the Board, the Independent Directors possess the requisite expertise, experience & proficiency and are people of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and SEBI LODR Regulations and are independent of the management.

A separate meeting of Independent Directors was held on March 06, 2026 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hemanshu Shah (DIN: 01473263), Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Hemanshu Shah (DIN: 01473263) as a

Director of the Company for the consideration and approval of the Members at the ensuing Annual General Meeting. A resolution seeking Members approval for his re-appointment along with other required details forms part of the Notice convening the ensuing Annual General Meeting (AGM).

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, commission and reimbursement of expenses, if any.

KEY MANAGERIAL PERSONNEL:

During the financial year 2025 26, the following individuals were designated as Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013:

1. Mr. Hemanshu Shah- Chairman & Managing Director

2. Mr. Bhavesh Shah- Whole-Time Director

3. Mr. Sandeepkumar Shyambihari Singh- Chief Financial officer

4. Ms. Niharika Kothari- Company Secretary and Compliance officer

12. REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows: 603, Quantum Tower, Ram Baug, Opp Dal Mill, Off S.V. Road, Malad (West), Mumbai, Maharashtra, India, 400064

13. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors.

The performance evaluation of the Board as a whole, its Committees and individual Directors was carried out by the Board of Directors. Further, the Independent Directors evaluated the performance of the Board as a whole, the Chairperson of the Company and the Non-Independent Directors in accordance with the applicable provisions of the Companies Act, 2013.

The Board was satisfied with the outcome of the evaluation process and noted that the Board, its Committees and individual Directors have performed their duties effectively and contributed to the Companys growth and governance.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that: -

a) In the preparation of the annual accounts for the year ended 31 st March, 2026, the applicable accounting standards, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31 st March, 2026 and of the profit of the company for the year ended on that date.

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

d) The Directors have prepared the annual accounts on a going concern basis

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

15. DETAILS OF COMMITTEES OF THE BOARD

The Board has constituted the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The Composition of aforesaid committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules made there under and the Listing / Regulations are as follows:

A. Audit Committee:

The Audit Committee functions according to requirement of Section 177 of the Companies Act, 2013 that defines its composition, authority, responsibility and reporting functions as applicable to the Company and is reviewed from time to time. All recommendations made by the Audit Committee were accepted by the Board.

Name of the Members	Nature of Directorship	Designation in Committee
Mr. Amit Shah	Non-Executive Independent Director	Chairman
Mr. Shiv Karan	Non-Executive Independent Director	Member
Mr. Hemanshu Shah	Managing Director	Member

During the financial year 2025-26, the Audit Committee had met 4 (Four) times i.e. on 02 nd April, 2025, 29 th July, 2025, 14 th November, 2025 and 06 th March, 2026.

The Attendance of members of the Audit Committee is as given below:

Name	Category	Designation	Number of meetings during the financial year 2025-26
Mr. Amit Shah	Non-Executive Independent Director	Chairperson	4	4
Mr. Shiv Karan	Non-Executive Independent Director	Member	4	4
Mr. Hemanshu Shah	Chairman & Managing Director	Member	4	4

B. Nomination and remuneration committee:

The Board of Directors is required to have Nomination and Remuneration Committee under the provisions of Section 178 of the Companies Act, 2013. The Committee is constituted to identify persons who are qualified to become Directors and who may be appointed in Senior Management and to formulate the criteria for determining qualifications, positive attributes recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees and to carry out evaluation of every Directors performance and to lay the matters as enumerated under the Companies Act, 2013. The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013.

Name of the Directors	Nature of Directorship	Designation in Committee
Mrs. Hetal Bhavesh Shah	Non-Executive Director	Chairman
Mr. Shiv Karan	Non-Executive Independent Director	Member
Mr. Amit Shah	Non-Executive Independent Director	Member

Criteria for Determining Qualifications, Positive Attributes, Independence and Other Matters Concerning a Director:

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence: Qualification: Diversity of thought, experience, industry knowledge, skills and age. Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder. During the financial year 2025 26, the Nomination and Remuneration Committee met 1 (One) time i.e on 06 th March, 2026. The Nomination & Remuneration Policy is available on the Companys website at https://www.mripl.net//wp-content/uploads/2025/02/Nomination-and-Remuneration-Policy.pdf

The Attendance of members of the Nomination and Remuneration Committee is as given below:

Name	Category	Designation	Number of meetings during the financial year 2025-26
Mrs. Hetal Bhavesh Shah	Non-Executive Director	Chairperson	1	1
Mr. Shiv Karan	Non-Executive Independent Director	Member	1	1
Mr. Amit Shah	Non-Executive Independent Director	Member	1	1

C. Stakeholders Relationship Committee:

The Committee is primarily responsible for addressing the grievances of shareholders and investors, including matters related to transfer/transmission/demat of shares, loss of share certificates, non-receipt of annual reports, dividend warrants, and other investor-related issues.

The constitution of the Stakeholders Relationship Committee is as follows:

Name of the Members	Nature of Directorship	Designation in Committee
Mr. Amit Shah	Non-Executive Independent Director	Chairman
Mr. Shiv Karan	Non-Executive Independent Director	Member
Mr. Hemanshu Shah	Managing Director	Member

During the financial year 2025 26, the Stakeholders Relationship Committee met 2 (two) times i.e on 14 th November, 2025 and 06 th March, 2026.

The Attendance of members of the Stakeholders Relationship Committee is as given below:

Name	Category	Designation	Number of meetings during the financial year 2025-26
Mr. Amit Shah	Non-Executive Independent Director	Chairperso n	2	2
Mr. Shiv Karan	Non-Executive Independent Director	Member	2	2
Mr. Hemanshu Shah	Chairman & Managing Director	Member	2	2

D. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted to ensure that all CSR obligations are met of the Company.

Name of the Members	Nature of Directorship	Designation in Committee
Mr. Hemanshu Shah	Managing Director	Chairman
Mr. Bhavesh Mahendrakumar Shah	Whole-Time Director	Member
Mr. Amit Shah	Non-Executive Independent Director	Member

The Board of Directors of the Company dissolved the Corporate Social Responsibility Committee with effect from 01st April, 2026 as the Companys obligation towards Corporate Social Responsibility expenditure does not exceed 50 lacs. Accordingly, the functions of the CSR Committee shall thereafter be discharged by the Board of Directors in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

During the financial year 2025 26, the Corporate Social Responsibility Committee met 1 (One) time i.e on 06 th March, 2026.

The Attendance of members of the Corporate Social Responsibility Committee is as given below:

Name	Category	Designation	Number of meetings during the financial year 2025-26
Mr. Hemanshu Shah	Chairman & Managing	Chairperson	1	1
	Director
Mr. Bhavesh Mahendrakumar Shah	Whole-Time Director	Member	1	1
Mr. Amit Shah	Non-Executive Independent Director	Member	1	1

16. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF

THE COMPANY:

There have been no material changes or commitments affecting the financial position of the Company between the financial year i.e. 2025-26 to which the financial statements relate and the date of this Report, except that the Company successfully completed its SME Initial Public Offering (IPO), and its Equity Shares were listed on the SME Platform of the National Stock Exchange of India Limited (NSE) on 20th August, 2025.

17. SIGNIFICANT AND MATERIAL ORDERS:

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

18. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

The Company does not have any Subsidiary company and Associate Company during the financial year under review. The Company had entered into a Joint Venture Agreement on 23rd August, 2024 with M/s Ravi Enterprises (through Mr. Vimal Sunil Chavan) for the execution of the Thane Municipal Corporation project, namely Renovation and Improvement of Ram Ganesh Gadkari Rangayatan. As per the terms of the Joint Venture Agreement, the Company holds a 51% interest in the Joint Venture. As on 31st March, 2026, no investment or capital contribution had been made by the Company in the Joint Venture. Consequently, no financial impact or consolidation arose during the financial year under review. The Board of Directors has approved the proposal to make the necessary investment/contribution in the Joint Venture during FY 2026 27, subject to the applicable statutory and regulatory approvals and compliances.

19. REMUNERATION OF DIRECTOR:

The details of remuneration paid during the financial year 2025-26 to directors of the Company are provided in Form MGT-7 available o n the website o f the Company, i.e. https://www.mripl.net/investors/

20. DEPOSITS

Our Company has neither accepted nor invited any deposit from the Public during the year under review.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the provisions of Section 186 of the Companies Act 2013 for loans, guarantees and investments read with Companies (Meeting of Board and its Powers) Rules, 2014. Suitable disclosure has been made in the notes to the Financial Statements.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a), Annual Return in Form MGT-7 is available on the Companys website at https://www.mripl.net/.

23. WHISTLE BLOWER POLICY / VIGIL MECHANISMS

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof. Whistle Blower Policy is available on the Companys website at https://www.mripl.net//wp-content/uploads/2025/02/Vigil-Mechanism-Whistler-Blower-Policy.pdf

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the related party transactions are entered on arms length basis and in ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. Form AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, giving details of contract or arrangement is attached herewith as Annexure A . All related party transactions are presented to the Audit Committee and the Board, if required for approval. Related Party Transaction Policy is available on the Companys website at https://www.mripl.net/wp-content/uploads/2025/07/5.-Related-Party-Transaction-Policy.pdf

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy ; The Company does not belong to the category of power intensive industry and hence consumption of power is not significant. However, the management gives due importance to conservation of energy wherever feasible, and also reviews from time to time, the measures taken / to be taken for reduced and prudent consumption and conservation of energy.

(ii) the steps taken by the company for utilising alternate sources of energy ; Though the activities undertaken by the Company not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

(iii) the capital investment on energy conservation equipments ; NIL

(B) Technology absorption:

(i) The effort made towards technology absorption: Not Applicable

(ii) The benefit derived like product improvement, cost reduction, product development or import substitution: Not Applicable (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable a) The details of technology imported: Nil. b) The year of import: Nil c) Whether the technology has been fully absorbed: Nil d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable e) The expenditure incurred on Research and Development: Nil (C) Foreign Exchange

The company does not have any foreign exchange earnings and outgo during the year under review.

26. STATUTORY AUDITOR AND THEIR REPORT

The Companys Statutory Auditors, M/S Mehta Chokshi & Shah LLP, Chartered Accountants, Mumbai having ICAI Firm Registration No. 106201W/W100598, who have been appointed as Statutory Auditors of the Company to hold office from the conclusion of the Annual General Meeting held on 30.09.2023 until the conclusion of the Annual General Meeting to be held in the year 2028, at such remuneration as may be decided by the board of the company, inclusive of all applicable taxes and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit. Pursuant to Section 141 of the Act, the Auditors have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company.

The Notes to the financial statements of the Company for the financial year 2025-26, referred in the Auditors Report are self-explanatory 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. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

27. DETAIL OF FRAUD AS PER AUDITORS REPORT

There was no fraud reported during the year ended 31st March, 2026. This is also being supported by the report of the auditors of the Company. There are no adverse observations/ qualifications in the Statutory Auditors report

28. SECRETARIAL AUDITOR

During the year under review, the Members approved the appointment of M/s. Sindhu Nair & Associates, Practicing Company Secretary (FCS- 7938, CP- 8046) as the Secretarial Auditors of the Company for the F.Y 2025-26.

The Company has annexed a Form MR-3 Secretarial Audit Report for the year under review issued by the Secretarial Auditor, to this Report as Annexure B . The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

29. INTERNAL AUDITOR

During the year under review, Somaiya & Co. Chartered Accountants having (Firm Registration No. 121945W) were appointed as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

30. COST RECORDS AND COST AUDITORS

The provision related to Cost audit as per section 148 of the Companies Act 2013 are applicable on the Company, and company has maintained proper records and account of the same as required under the act.

Mr. Pradip Mohanlal Damania, Cost Accountants (Firm Registration No. 101607) was appointed as the Cost Auditor of the Company to conduct the cost audit for the financial year 2025-26. The remuneration payable to the Cost Auditor is subject to ratification by the members, wherever applicable.

31. MEANS OF COMMUNICATION

Results

The Half Yearly Audited Results and the Annual Audited Financial Results of the Company are sent/uploaded to the stock exchanges immediately after they are approved by the Board. Also, they are uploaded on the Companys website https://www.mripl.net/investors/ . The results are published in accordance with the guidelines of the Stock Exchange.

Website

The Companys website https://www.mripl.net/ contains a separate dedicated section Investor wherein shareholders information including financial results is available. The Companys Annual Report is also available in a user- friendly and downloadable form.

32. NSE CORPORATE COMPLIANCE & LISTING CENTRE (THE LISTING CENTRE)

NSEs Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pattern, Financial results, reconciliation of Share capital audit, among others are also filed electronically on the Listing Centre.

33. SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

Investors complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status. The Company regularly redresses the complaints if any, on SCORES within stipulated time.

Designated exclusive Email-id

The Company has designated the email-id: Info@mripl.net for investor servicing.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION

A. Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of Remuneration of Directors of the Company to the median employees remuneration and other details may be provided upon request. The details of the same are provided in Annexure C .

B. Details of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has no such employee drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. BOARD POLICIES:

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are available on the website of the Company at https://www.mripl.net/

36. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are applicable as the Company is falling under the said parameters.

The initiatives undertaken by the Company on CSR activities during the Financial Year under review are set out in Annexure D .

CSR Policy is available o n the Companys website at https://www.mripl.net/wp-content/uploads/2025/08/CSR-Poilcy.pdf

37. CERTIFICATE FROM PRACTISING COMPANY SECRETARY

The Company has obtained a certificate from Practising Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of companies by the Securities and Exchange Board of India and Ministry of Corporate Affairs or any such authority and the same forms part of this Report as Annexure E.

38. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Companys business for the year, as stipulated under Regulation 34 (2) (e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) is formed part of this report as Annexure F .

39. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND

EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

The Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

40. RISK MANAGEMENT POLICY

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

41. DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in Demat mode. The ISIN No. allotted is INE632Q01018.

42. INSIDER TRADING REGULATION

The Company has implemented a Code of Conduct for the Prevention of Insider Trading, in the form of a Structured Digital Database (SDD), to regulate the trading of securities by the Directors and designated employees. The Code mandates pre-clearance for transactions involving the Companys shares and prohibits the purchase or sale of shares by Directors and designated employees when in possession of unpublished price-sensitive information or during the closure of the Trading Window. The Board is responsible for ensuring the effective implementation of this Code.

All the Board of Directors and Key Managerial Personnels (KMP) have confirmed their compliance with the Code.

43. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Report on Business Responsibility and Sustainability report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015 since the Company does not fall within top 1000 listed entities based on market capitalization.

44. CODE OF CONDUCT

The Board of Directors have approved a Code of Conduct, which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in Zero Tolerance against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

45. CORPORATE GOVERNANCE:

The Company firmly believes that good corporate governance is the cornerstone of sustainable corporate growth and long-term stakeholder value creation. The principles of integrity, transparency, fairness, and accountability are deeply embedded in the Companys culture and operations.

Although compliance with the provisions of Regulations 17 to 27 and certain clauses of Regulation 46(2) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company by virtue of its listing on the SME Platform of NSE, the Company voluntarily adheres to high standards of corporate governance and ethical business conduct.

Accordingly, a separate Corporate Governance Report is not applicable and does not form part of this Report. However, the Company remains committed to adopting best governance practices.

46. INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

47. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The following is a summary of sexual harassment complaints received and disposed of during the financial year 2025-26.

No. of complaints received: Nil No. of complaints disposed: Nil No. of complaints pending: Nil

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company takes continuous efforts to ensure that the Women in our workplace are safe, and have trust in the Organization to speak up and report to the Internal Complaints Committee if they are faced with any kind of harassment.

48. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. It ensures that all eligible Women employees are provided with the benefits and entitlements mandated under the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company is committed to fostering a supportive and inclusive workplace and continues to uphold all applicable labour laws related to employee welfare and social security.

49. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with the applicable provisions of Secretarial Standard 1 on meetings of Board of Directors and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India.

50. CREDIT RATING:

During the financial year 2025-26, the Company has obtained credit rating from Acuite Ratings & Research.

51. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

The breakup of the total no. of employees (Excluding contractor labours & Directors) as on 31st March, 2026 is as follows: Female - 24 Male - 60 Transgender Nil

52. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year: - (a) Equity shares with differential rights. (b) Sweat equity shares. (c) Employee Stock Options Scheme.

53. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016

Neither any application was made nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

54. 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

As the Company has not entered into any one-time settlement during the year under review, hence no disclosure is required.

55. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers, clients & vendors and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on behalf of the Board of Directors
MAHENDRA REALTORS & INFRASTRUCTURE LIMITED
(Formerly Known as Mahendra Realtors & Infrastructure Private Limited)

SD/-
HEMANSHU SHAH
CHAIRMAN AND MANAGING DIRECTOR
DIN: 01473263

DATE: 18.08.2026
PLACE: MUMBAI