Mahip Industries Ltd Directors Report

To,

The Members,

MAHIP INDUSTRIES LIMITED

CIN:L15549GJ1995PLC028116

Your Directors are pleased to present the 31^5t Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2026.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31^st March, 2026 and for the previous Financial Year ended on 31^stMarch, 2026 is summarized as below:

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	910.47	622.81
Other Income	0.63	21.78
Total Revenue	911.09	644.58
Total Expenses	763.40	758.92
Profit / (Loss) Before Exceptional and Extra Ordinary Items and Tax	147.70	-114.33
Exceptional Items	-132.61	133.42
Profit / (Loss) before Extra-Ordinary Items and Tax/ Profit Before Tax	280.31	8.10
Extraordinary Items	0.00	0.00
Profit / (Loss) after Extra-Ordinary Items and Tax/ Profit Before Tax	280.31	8.10
Tax Expense: Current Tax	0.00	0.00
Deferred Tax	0.00	0.00
Total Tax expense	0.00	0.00
Profit / {Loss) for the Period	280.31	8.10

The Financial Statements for the financial year ended on 31 March 2026 forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited statement of accounts of the Company on its website: https:// www.mahipindustriesltd.in.

2. STATE OF COMPANYS AFFAIRS / HIGHLIGHTS

Mahip Industries Limited is an active packaging manufacturing and trading company based in Ahmedabad, Gujarat, that has transitioned back into profitability while restructuring its operations and becoming debt- free.

During the Year, Your Company had a revenue of Rs. 910.47/- Lakhs as compared to the revenue of Rs. 622.81/- Lakhs recorded for the Previous Year 2024-25 and Net profit after Tax of Rs. 280.31/- Lakhs as compared to the Net Profit after tax of Rs. 8.10/- Lakhs for Previous Year 2024-25.

3. DIVIDEND

Your director feel it is prudent to plough back the profit in the interest of the growth of the company. Keeping in view the requirement of the funds in future, your directors have not recommended any dividend for the year ended 31st March, 2026.

4. TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There is no dividend declared in the previous year and hence no amount required to transfer to Investor Education and Protection Fund.

5. NATURE OF BUSINESS AND ANY CHANGES THEREIN

The Company is engaged in the business of manufacturing, importing, exporting and dealing, contract manufacturing and designing of all kinds of paper & plastic products for packing materials, industrial packing Materials of all types inclusive of and in particular Corrugated Boxes, Corrugated Sheets, Corrugated Rolls, Carton Board, Carton Boxes, Fruit Boxes, Wooden boxes, Paper Board, Paper Pallets, Aluminum Foils, Metal rings with seals, Polythene Bags, Plastic injection and Blow Moulded Articles, Fibre Drums, Plastic coating on Electric Cables, Plastic pipes and other kinds of Industrial, Household and Consumer products in packing and all other types of boxes, cartons, wrappers, receptacles, packages and packaging material of various types and forms made out of wood, metal, metal sheets, tin plates, paper & plastic products or other material of all kinds.

During the year under review, there has been no change in nature of Business of the company.

6. REGISTERED OFFICE

As on 31st March, 2026, the registered office of the Company is situated at: Survey No. 127, Jalalpur - Godhneshwar Dholka - Bagodara Highway, Ahmedabad - 387810. During the financial year under review, there has been no change in the location of the registered office.

7. RESERVES & SURPLUS

During the year under review, there was no amount transferred to any of the reserves by the Company.

Sr. No. Particulars	(Rs. in Lakhs)
1. Balance at the beginning of the year	(4,081.87)
2. Current Years Profit / Loss	280.31
3. Amount of Securities Premium and other Reserves	1,143.12
4. Transfer to Reserve	Nil
Total	(2,658.44)

8. WEB LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of the Annual Return for Financial Year 2025-26, is available on website of the company having web address as: https://www.mahipindustriesltd.in/

9. SHARE CAPITAL OF THE COMPANY

During the year under review, there has been no change in Authorized and Paid-Up share capital of the Company.

Share Capital	No. of Equity Shares	Face Value (In ^)	Total Capital (In ^)
Authorized Capital	2,10,00,000 (Two Crore Ten Lakhs only)	10/-	Rs. 21,00,00,000/- (Twenty-One Crore)
Issued/Subscribed and Paid-up Capital	1,92,39,984	10/-	Rs. 19,23,99,840/-
	(One Crore Ninety- Two Lakhs Thirty-Nine Thousand Nine Hundred Eighty Four)		(Rupees Nineteen Crore Twenty-Three Lakhs Ninety Nine Thousand Eight Hundred Forty only)

10. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES ON PREFERENTIAL ISSUE, RIGHT BASIS etc

During the year, the Company has not raised any amount/issued any Equity Shares by way of Preferential Issue, Right Basis etc.

11. DEMATERIALISATION OF EQUITY SHARES:

As per direction of SE8I and Bombay Stock Exchange Limited, the shares of the Company are under compulsory Demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services {India} Limited and the Demat activation number allotted to the Company Is ISIN: INE00CX01017. Presently shares are held in electronic and physical mode (99.70% of equity shares are in Demat mode and 030% of equity shares are in physical mode).

12. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 06 (Six} times i.e. 21^st May, 2025, 30^th August, 2025, 16^,h October, 2025, 27^th October, 2025,13^th November, 2025 and 02^nd February, 2026.

Name of the Director	2151 May, 2025	30th August, 2025	16th October, 2025	27th October, 2025	13th November, 2025	02nd February, 2026
Rajiv Govindram Agrawal	P	P	P	P	P	P
Omkar Patel till 30th August, 2025	P
Praveen Singh	P	P	P	P	P	P
Ronakbhai Amratbhai Patel w.e.f. 30th August, 2025			P	P	P	P
Kinjal Parmar	P	P	P	P	P	P

P- Present at the meeting A- Absent at the meeting N-Not entitled to attend the meeting

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In adherence to Clause VII of Schedule IV of the Companies Act, 2013, the independent directors of the Company convened a separate meeting. During this meeting, they meticulously reviewed the performance of the Non-Independent Directors and the Board as a whole. They also evaluated the performance of the Chairman, considering the perspectives of both executive and non-executive directors. Furthermore, the independent directors assessed the quality, quantity, and timeliness of information flow between the management and the board.

The company has a robust orientation program for newly appointed independent directors. This program familiarizes them with the companys business, operations, and their specific roles and responsibilities. The orientation includes presentations and discussions led by the Chairman, Executive Directors, and senior management.

As on March 31, 2026 the following are Independent Directors and during the financial year under review, the Independent Director meet once the details are provided below:

Name of Director	PRAVEEN SINGH (Member)	KINJAL PARMAR (Member)
Date of Meeting
13th November, 2025	P	P

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-1 to this Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on March 31, 2026 the applicable accounting standards have been followed and there is no material departure from the same,

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 financial year and of the profit / loss of the Company for the Financial Year ended on March 31, 2026.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 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,

e. The system of internal financial controls over financial reporting was not made available to us. Consequently, we were unable to determine whether the Company has established adequate internal financial controls over financial reporting, or if such controls were operating effectively as of March 31, 2026.

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.

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

The details of loans, investment, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the financial statement provided in this Annual Report.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc except remuneration, which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

Accordingly, transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. Additionally, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented before the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions and the policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - AOC-2- Annexure II.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the Year under review, the auditor has expressed a disclaimer opinion, stating that "The system of internal financial controls over financial reporting with regard to the Company were not made available to us to enable us to determine if the Company has established adequate internal financial control over financial reporting and whether such internal financial controls were operating effectively as at March 31, 2026.

18. INSURANCE

The Companys properties, equipment, inventory, and ail other insurable interests are comprehensively covered under adequate insurance policies.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year 2025-2026 and the date of this report:

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED DURING FINANCIAL YEAR 2025-26.

There were following material changes and commitments, affecting the financial position of the Company which has occurred during the financial year 2025-26:

A. The Company has repaid the loan aggregating to ^4,00,00,000/- availed from Reliance Commercial Finance Limited and has accordingly satisfied the charge by filing Form CHG-4 on 30.04 2025. The No Objection Certificate for the said repayment were received from the lender dated 21st April

2025, acknowledging receipt of ^1,95,00,000/- and ^1,65,00,000/-, and another dated 30th April 2025, confirming receipt of ^40,00,000/-.

8. The company has received in-principal approval letter for revocation of suspension in trading of equity shares dated 18^th August, 2025 vide letter no. LIST/COMP/SK/3842025-26 from BSE.

C. The Suspension in trading of equity shares of the company has been revoked w.e.f. October 08, 2025 pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 vide letter no. 20250930-14 dated 30^th September, 2025.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

• Capital investment on energy conservation equipments: NIL

Foreign exchange earnings and outgo

Earnings	NIL
Outgo	NIL

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY

Your Company has established a comprehensive Risk Management framework and follows a systematic approach to mitigate risks related to objectives, operations, revenues, and regulatory compliance. This proactive methodology enables timely mitigation measures and supports the achievement of defined goals. The Companys objectives are aligned under four categories - Strategic, Operations, Reporting, and Compliance.

The Risk Management process is built on three core elements:

1. Risk Assessment

2. Risk Management

3. Risk Monitoring

The Audit Committee is entrusted with the responsibility of assisting the Board in:

• Overseeing and approving the Companys enterprise-wide risk management framework; and

• Monitoring all key risks faced by the organization.

Key risks along with mitigation measures are presented to the Audit Committee. Significant audit observations and corresponding follow-up actions are also reported to the Committee. In addition, the Committee reviews the adequacy and effectiveness of the internal control framework and supervises the implementation of audit recommendations, particularly those aimed at strengthening the Companys risk management policies and systems.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD OF DIRECTORS:

The Companys Board of Directors comprises an optimal mix of Executive and Non-Executive members. With active engagement in meetings, the Board ensures transparency and effective governance. Under the leadership of the Chairman, strategic decisions and policies are framed in consultation with other Directors, while extending full support to the Executive team and associates.

The Directors and Key Managerial Personnel of the Company are summarized below as on 31^5t March, 2026:

Sr. No. Name	Designation	DIN/ PAN
1. Mr. Rajiv Govindram Agrawal	Whole-Time Director	01922581
2. Mr. Rajiv Govindram Agrawal	Chief Financial Officer	AAZPA8407A
3. Mr. Praveen Singh	Independent Director	09660852
4. Mr. Ronakbhai Amratbhai Patel (w.e.f. 30th August, 2025)	Non-Executive Director	11269822
5. Kinjal Parmar	Independent Director	10831250
6. Shivani Jain (w.e.f. 27th October, 2025)	Company Secretary	BVAPJ1401Q

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

APPOINTMENT, RESIGNATION AND CHANGE IN DESIGNATION OF DIRECTORS AND KMP

During the financial year 2025-26, there were below mentioned changes in the board of directors of the company;

APPOINTMENT/RE-APPOINTMENT

• During the year under review, Ms. Shivani Jain has been appointed as a Company Secretary & Compliance officer by the Board w.e.f. 27^th October, 2025.

• During the year under review, Mr. Ronakbhai Amratbhai Patel (DIN: 11269822) has been appointed as an Additional Non-Executive Director by the Board w.e.f. 30^th August, 2025.

• During the year under review, Mr. Rajiv Govindram Agrawal was re-appointed as Whole-Time Director for a period of 5 (Five) years with effect from 30th August, 2025 to 29th August, 2030 at the Annual general meeting held on 23^rd September, 2025.

REGULARIZATION

• During the year under review, Appointment of Ms. Kinjal Parmar (DIN: 10831250} was regularized from Additional Non-Executive Independent Director to Non-Executive Independent Director at the Annual General Meeting held on 23^rd September, 2025.

• During the year under review, Appointment of Mr. Ronakbhai Amratbhai Patel (DIN: 11269822) was regularized from Additional Non-Executive Independent Director to Non-Executive Independent Director at the Annual General Meeting held on 23^rd September, 2025.

RESIGNATION:

• During the year under review, Mr. Omkar Patet (DIN: 08825108) had tendered his resignation from the post of Independent Director w.e.f 30^st August, 2025.

• During the year under review, Mr. Animesh Suthar had tendered his resignation from the position of Company Secretary & Compliance officer of the Company w.e.f. 17^th October, 2025.

RETIREMENT BY ROTATION:

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Ronakbhai Amratbhai Pate) (DIN: 11269822), Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (1) and (2) of the Companies Act, 2013. Your directors recommend her re- appointment.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2025-26 and till the date of Boards Report.

24. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and other applicable regulations if any (i) Mr. Praveen Singh and (ii) Ms. Kinjal Parmar are the Independent Directors of the Company as on date of this report.

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do not suffer from any disqualifications specified under the Act. Such declarations include the confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and shall renew the registration timely.

25. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY

During the year under review, your company does not have Holding, Associate or Subsidiary Company, accordingly this point is not applicable to the company.

26. CORPORATE GOVERNANCE

Since the Company has listed its specified securities on the SME Exchange therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the SME listed Company. Hence Corporate Governance does not form part of this Boards Report.

27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture and/or associate company as on 31.03.2026.

28. CORPORATE SOCIAL RESPONSIBILITY {CSR)

The provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 regarding Corporate Social Responsibility are not applicable to the Company.

29. DEPOSITS

The Company has accepted loans/deposits in contravention of the provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Necessary compliance including filing of returns and maintenance of required records has not been made.

Additionally, As on 31^st March, 2026, there is outstanding loan taken from Shareholders, relative of directors and other person and it will be treated as Deposits and hence the Company has not complied with provision of the Companies (Acceptance of Deposits) Rules, 2014.

30. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the Expansion plans were too observed and evaluated, the outcome of which was satisfactory for al! the Directors of the Company.

This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year. The Policy has been placed and can be accessed on the Website of the Company at https:// www.mahipindustriesltd.in/.

31. STATUTORY AUDITOR

At the Thirtieth (30th) Annual General Meeting (AGM) held on December 24, 2024, M/s B. A. Bedawala & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 101064W), were re-appointed as the Statutory Auditors of the Company, They shall hold office for a first term of four (4) consecutive years, commencing from the conclusion of the said 30th AGM until the conclusion of the Thirty-Fourth (34th) AGM to be held in the calendar year 2029.

The explanations / comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Statutory Auditor are as follows:

Sr. No. Query	Management Reply
1. Balance confirmation statements from parties in respect of Trade Receivables, Trade Payables, Loans and Advances (given or received), and Other Advances have not been obtained and made available for our verification. Consequently, we are unable to comment upon the accuracy and completeness of these balances as appearing in the financial statements.	The management is in opinion that the company has recorded all statements balances outstanding in the financial statement relating to the trade receivables/trade payables/ loans and other advances given or taken
2. The Company has accepted loans/deposits in contravention of the provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Necessary compliance including filing of returns and maintenance of required records has not been made.	The management is in opinion that currently, the company is repaying loan taken from any other person and which is considered as deposits under the Companies Act, 2013 read with the Companies (Acceptance of deposits) Rules, 2014.
3. The company has not undertaken any revaluation of its fixed assets at the end of the reporting period, which is in contravention of the requirements prescribed under Accounting Standard (AS) 10- Property, Plant and Equipment.	The management has assessed that the company faces some difficulties for carrying on business so the company was not able to comply with Accounting Standard (AS) 10. However, the management is giving assurance to comply the same in future.
4. Independent Internal Audit as required under Section 138 of the Companies Act, 2013 was not carried out duringthe Financial Year 2025-26 and the Internal Audit Report (s) for the year, if any, were not made available to us. Consequently, we are unable to comment on the extent of reliance, if any, that could otherwise have been placed on the internal audit function for the purposes of our audit.	The Management notes the observation of the Auditors regarding the formal internal audit process under Section 138 of the Companies Act, 2013 for the Financial Year 2025-26. Due to unexpected administrative transitions, restructuring within the internal control teams, and delays in finalizing the scope independent firm, the formalized independent internal audit cycle could not be completed within the standard reporting timeline.

The Statutory auditor of the company has expressed qualified opinion for the financial statement of F.Y 2025-2026 of the company.

DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12} of the Companies Act, 2013.

32. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Shalini Pandey & Associates, Company Secretaries, Mumbai, Maharashtra to conduct Secretarial Audit of the company for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year ended 31^5t March, 2026 is annexed herewith marked as Annexure-lll to this Report.

The explanations / comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Secretarial Auditor are as follows:

Sr. No. Query	Management Reply
1 The Company has an outstanding loan/advance as on 31st March, 2026, amounting given to a relative of a Director and a person in whom the Director is interested, in contravention of the provisions of Section 185 of the Companies Act, 2013 and Accordingly, the company has not filed Form MGT-14 before giving loan and advances as per section 179 (3) of the Companies Act, 2013.	The transaction referenced by the Secretarial Auditor was carried out in good faith for business purposes. The company regrets the unintentional failure to file Form MGT-14 and comply with Section 185 due to an oversight. The management is currently organizing the recovery of the outstanding amount and is implementing stricter internal controls to prevent such regulatory gaps in the future
2 The Company has an outstanding loan from a third parties (non-corporate persons) as on 31st March, 2026, which qualifies as a Deposit under the Act, The Company has failed to comply with the provisions of Sections 73 to 76 of the Companies Act, 2013 and the rules framed thereunder regarding the acceptance and maintenance of such deposits and Accordingly, the company has not filed Form MGT-14 before raising loan from any person as per section 179(3) of the Companies Act, 2013.	The management is of the opinion that currently, the company is repaying loan taken from any other person and which is considered as deposits underthe Companies Act, 2013 read with the Companies (Acceptance of deposits) Rules, 2014.
	The will take suitable measures to repay the loans/deposits as per applicable provisions and shall conclude the same in the ensuing financial year.
3 Pursuant to the Provision of Section 181(1} of the Companies Act, 2013, Prior permission of the Company in general meeting shall be required for such contribution in case any amount the aggregate of which, in any financial year exceed five percent of its average net profits for the three immediately preceding financial year, However, the company has not obtained prior permission in general meeting for such contribution exceeding five percent of its average net profits for the three immediately preceding financial year.	The contribution referenced by the Auditor was made in good faith for charitable and social development causes. Due to net losses recorded in the preceding financial years, the average net profit limit under Section 181 dropped below the transaction value, which unintentionally triggered the requirement for prior shareholder approval. The management regrets this technical oversight.
4 Independent Internal Audit as required under Section 138 of the Companies Act, 2013 was not carried out during the Financial Year 2025-26 and the Internal Audit Report (s} for the year, if any, were not made available to us. Consequently, we are unable to comment on the extent of reliance, if any, that could otherwise have been placed on the internal audit function for the purposes of our audit.	The Management notes the observation of the Auditors regarding the forma! internal audit process under Section 138 of the Companies Act, 2013 for the Financial Year 2025-26. Due to unexpected administrative transitions, restructuring within the Internal control teams, and delays in finalizing the scope independent firm, the formalized independent internal audit cycle could not be completed within the standard reporting timeline.
5 During the period under review, the Related Party transactions entered into by Company are not in agreement with Companies Act, 2013.	The Management clarifies that all such transactions were undertaken in the ordinary course of business and on an arms length basis to fulfill pressing operational requirements. However, due to administrative oversights and rapid operational expansions / timing differences in contract finalization, the prior formal approvals and documentation required under Section 177 and Section 188 of the Act were not fully completed within the prescribed timelines

33. INTERNAL AUDITORS

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Anil Luhar & Associates and Company, Chartered Accountants, FRN: 159331W as an Internal Auditor of Company for the F.Y. 20252026. The Internal Auditors submit their reports to the Audit Committee.

Based on the report of internal audit function undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

34. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Directors) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes.

The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding of the Companys processes and

• fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Vigil mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, unethical behaviour, if any in compliance with Listing Regulations and Companies Act 2013. The Policy empowers a!) the Stakeholders to raise concerns by making Protected Disclosures as defined in the Policy. The Policy also provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on a quarterly basis. As on date, none of the stakeholders have raised any Whistle Blower concern.

The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2026.

We affirm that during the financial year 2025-26, no employee or director was denied access to the Audit Committee.

36. REPORT OF COST AUDITOR

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, your Company is not required to maintain cost records under said rules.

37. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee were held on 21^st May, 2025, 30^th August, 2025,16^th October, 2025,13^th November, 2025 and 02^nd February, 2026 the attendance records of the members of the Committee are as follows:

Name	Designation	21s* May, 2025	30th August, 2025	16th October, 2025	13th November, 2025	02nd February, 2026
Mr. Praveen Singh	Member			P	P	P
Ms. Kinjal Parmar	Chairperson	P	P	P	P	P
Mr. Rajiv Govindram Agrawal	Member	P	P	P	P	P
Mr. Omkar Patel	Member	P	P	"

{The details of Committee members are as on the date of Directors Report)

Notes:

• Mr. Omkar Patel has ceased to be Member of the Auditor Committee w.e.f 30^Ih August,2025

During the year all the recommendations made by the Audit Committee were accepted by the Board.

B. Composition of Nomination and Remuneration Committee:

Duringthe year under review, meetings of the members of the Nomination and Remuneration committee, were held on 21^st May, 2025, 30^th August, 2025, 27^th October, 2025, 13^th November, 2025 and the attendance records of the members of the Committee are as follows:

Name	Designation	21st May, 2025	30th August, 2025	27th October, 2025	13th November, 2025
Ms. Kinjal Parmar	Chairperson	P	P	P	P
Praveen Singh	Member	"	"	P	P
Mr. Rajiv Govindram Agrawal	Member	P	P
Mr. Omkar Patel till 30th August, 2025	Member	P	P
Mr. Ronakbhai Amratbhai Patel w.e.f 30th August, 2025	Member			P	P

(The details of Committee members are as on the date of Directors Report)

Notes:

• Mr. Dhwani Jaspalsinh Solanki has appointed as Member of the Nomination and Remuneration Committee w.e.f 30^th August, 2025. ^•

• Mr. Omkar Patel has ceased to be Member of the Nomination and Remuneration Committee w.e.f 30^th August, 2025

C. Composition of Stakeholder Relation Committee:

During the year under review, meeting of the Stakeholder Relation committee was held on 21^st May, 2025, 30^th August, 2025 and 13^th November, 2025 and the attendance records of the members of the Committee are as follows:

Name	Designation	21rt May, 2025	30th August, 2025	13th November, 2025
Mr. Omkar Patel till 30th August, 2025	Chairperson	P	P
Praveen Singh	Member	P	P	-
Ms. Kinjal Parmar	Member			P
Praveen Singh	Chairperson	"	"	P
Mr. Rajiv Govindram Agrawal	Member	P	P	P

(The details of Committee members are as on the date of Directors Report)

Notes:

• Mr. Omkar Patel has ceased to be Member of the Stakeholder Relation Committee w.e.f 30¹¹¹ August, 2025.

38. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

39. PROMOTERS

As on March 31, 2026, the Promoter & Promoter Group holding 1,23,75,624 Equity Shares in the Company which represents 64.32% of the Companys subscribed, issued & paid-up Equity Share Capital.

The members may note that the shareholding and other details of Promoter & Promoter Group has been provided in Annual Return.

40. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares during the year under review and hence no information as per provisions of Section 62{l)(b) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

41. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

42. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has established an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company strongly opposes sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there were no complaints received of any sexual harassment at work place.

Your Directors further states that during the year under review, the following cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

a. Number of complaints of Sexual Harassment received in the Year	NIL
b. Number of Complaints disposed off during the year	NIL
c. Number of cases pending for more than ninety days	NIL

44. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

The details of a significant material order passed by the Court which may impact the going concern status of the Company and its future operations is provided below:

Sr. No Particulars	Litigation filed by	Current Status	Next hearing date	Amount Involved {Rs. In Crores)	Remark
1 Summary suit (Civil) filed under Code Of Civil Procedure, 1908 Filling Date: November, 2022 Registration No. 19/2022	Petitioner Ushaben Shivprakash Tulsiyan	Pending	05/09/2026	Rs. 0.65/- Stage of Case: Final argument	Both cases pertain to a single claim filed across two sections
2 Case filed under negotiable instruments act, 1881 Filling date: 12th August, 2021 Registration No. 17575/2021	Petitioner Ushaben Shivprakash Tulsiyan & Others	Pending	22/09/2026
3. Company Petition IB(IBC) Filling date: 2nd August, 2024 Reg No. C.P. (IBJ/258/AHM/202 4	Petitioner: SMRVA infrastructur e Projects Private Limited	Disposed Off/ withdrawn	N.A.	Rs. 6.47	Disposed Off/ withdrawn on 05.08.2025

45. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

46. DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

47. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the Companys operations, prepared in accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and approved by the Board of Directors, is presented in a separate section and forms an integral part of this Report as Annexure-IV.

48. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS.

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

50. STATEMENT OF COMPLIANCE WITH THE CODE ON SOCIAL SECURITY, 2020/MATERNITY BENEFIT ACT, 1961

The Company is committed to upholding the rights and welfare of its employees, particularly in relation to maternity benefits. In accordance with the Code on Social Security, 2020 (Maternity Benefit Act, 1961), we have established a comprehensive formal policy that outlines the provisions and entitlements available to our employees during maternity leave.

This policy ensures that all eligible employees receive the benefits mandated by the Act, including paid maternity leave, medical benefits, and job security upon their return to work. We regularly review and update our policy to ensure compliance with any amendments to the Act and to reflect best practices in supporting our employees.

51. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by ail executives, officers and staff at ail levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office:	By the Order of the Board
Survey No. 127, JalaEpur — Godhneshwar Dholka - Bagodara Highway, Ahmedabad - 387 810	Mahip Industries Limited
Place: Ahmedabad	Rajiv Govindram Agrawal
Date: 05/09/2026	Whole-Time Director and
	chairman
	DIN:01922581