Man Infraconstruction Ltd Directors Report

DEAR MEMBERS,

The Directors present the 23rd Annual Report (‘Report) of Man Infraconstruction Limited (the ‘Company) along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

COMPANY PERFORMANCE

1. NATURE OF BUSINESS

The Companys business is mix of Engineering, Procurement and Construction (EPC) & Asset Ownership/Real Estate. Various development/re-development projects are also being executed by the Company and its Subsidiaries, Associates and Joint Ventures. There was no change in nature of business of the Company, during the year under review.

2. FINANCIAL STATEMENTS

The Companys performance during the financial year ended March 31, 2025 as compared to the previous financial year is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	39,473.06	70,833.01	1,10,806.85	1,26,345.49
Other Income	12,336.15	12,525.39	12,316.01	9,676.57
Total Income	51,809.21	83,355.40	1,23,122.86	1,36,022.06
Expenses
Cost of materials consumed/sold	11,612.91	32,659.18	23,107.50	44,806.49
Changes in inventories	-	-	(2,749.20)	(20,015.81)
Employee benefits expense	3,629.40	3,769.45	7,358.28	7,892.04
Finance costs	415.38	503.18	1,474.35	3,512.23
Depreciation, amortization expense and Impairment	745.80	697.07	831.63	995.22
Sub-Contract/Labour Charges	6,880.39	12,253.73	20,192.05	29,985.03
Cost of Land/ Development Rights/ Premium	-	-	11,934.46	11,647.85
Other Expenses	8,275.33	6,326.90	18,544.69	19,392.85
Total Expenses	31,559.21	56,209.51	80,693.76	98,215.90
Profit before exceptional Items, share of profit/(loss) of associates/ joint venture and Tax	20,250.00	27,145.89	42,429.10	37,806.16
Share of Profit/(loss) of associates/joint ventures (Net of tax)	-	-	(2,362.64)	1,915.34
Profit/(loss) before exceptional items and tax	20,250.00	27,145.89	40,066.46	39,721.50
Exceptional Items	-	-	-	-
Profit before tax	20,250.00	27,145.89	40,066.46	39,721.50
Tax expense:
Current Tax (Including current tax of earlier year)	4,540.74	5,542.97	9,146.40	6,777.27
Deferred Tax	29.52	67.08	(361.03)	2,610.09
Profit/(loss) for the period	15,679.74	21,535.84	31,281.09	30,334.14
Non-Controlling Interest	-	-	3,009.24	294.73
Profit/(loss) after Tax and Non-Controlling Interest	15,679.74	21,535.84	28,271.85	30,039.41
Other Comprehensive Income/(Loss) (net of tax)
Items that will not be reclassified subsequently to profit or loss	(3.10)	14.56	(15.60)	22.47
Items that will be reclassified subsequently to profit or loss	-	-	415.97	200.26
Attributable to Owners of the Parent	-	-	398.32	214.34
Attributable to Non-Controlling Interest	-	-	2.05	8.39
Total Comprehensive Income (after tax)	15,676.64	21,550.40	31,681.46	30,556.87
Attributable to Owners of the Parent	-	-	28,670.17	30,253.75
Attributable to Non-Controlling Interest	-	-	3,011.29	303.12
Paid-up Equity Share Capital (Face Value of Share Rs. 2/- each)	7,505.79	7,425.01	7,505.79	7,425.01
Other Equity	1,58,136.64	1,41,210.63	1,68,838.73	1,38,919.17
Earnings Per Share (EPS) (Face Value of Rs. 2/- each)
a) Basic (in Rs.)	4.21	5.80	7.59	8.09
b)Diluted (in Rs.)	4.21	5.77	7.59	8.06

3. FINANCIAL PERFORMANCE Consolidated Financials

During the year under review, your Companys consolidated revenue for FY 2024-25 was Rs. 1,10,806.85 lakhs, lower by 12.30% over the previous years revenue of Rs. 1,26,345.49 lakhs. The Profit after tax (PAT) for FY 2024-25 was Rs. 28,271.85 lakhs, lower by 5.88% over the previous years PAT of Rs. 30,039.41 Lakhs.

Standalone Financials

During the year under review, your Companys Standalone revenue for FY 2024-25 was Rs. 39,473.06 lakhs, lower by 44.27% over the previous years revenue of Rs. 70,833.01 Lakhs. The Profit after tax (PAT) for FY 2024-25 was Rs. 15,679.74 lakhs, lower by 27.19% over the previous years PAT of Rs. 21,535.84 Lakhs.

4. SCHEME OF ARRANGMENT AND MERGER

During the year under review, the Honble National Company Law Tribunal (‘NCLT), Mumbai Bench vide its order dated January 14, 2025 has approved the Scheme of Arrangement and Merger by Absorption of Manaj Tollway Private Limited and Man Projects Limited, wholly owned subsidiaries of the Company, with the Company; pursuant to Section 230-232 and other applicable provisions of the Companies Act, 2013 (‘Act) read with Rules made thereunder.

Pursuant to the applicable provisions of the Companies Act, 2013, the certified copy of the NCLT Order sanctioning the Scheme has been filed in e-form INC-28 by both the Transferor Companies and Transferee Company with the Registrar of Companies (ROC), Mumbai on February 11, 2025. Thus, the Scheme came into effect from February 11, 2025 (which shall be deemed to be the "Effective Date"), from the Appointed Date i.e., April 1, 2024.

The Transferor Companies namely, Manaj Tollway Private Limited and Man Projects Limited being wholly owned subsidiaries of the Company, stand dissolved without winding up as per the Scheme. In addition, pursuant to the Scheme becoming effective, the Authorized Share Capital of the Transferor Companies stands merged with the Company and accordingly, the Authorized Share Capital of the Company stands increased from Rs. 90,00,00,000/- consisting of 45,00,00,000 equity shares of Rs. 2/- each to Rs. 198,50,00,000/- consisting of 99,25,00,000 equity shares of Rs. 2/- each and capital clause of the Memorandum of Association of the Company has been modified accordingly.

5. CHANGES IN SHARE CAPITAL

The Company had made following allotment of Equity shares on conversion of Warrants during FY 2024-25:

Sr. No	Date of Conversion	No of Warrant Holders	No. of Warrants Converted	No. of Shares allotted
1.	02.09.2024	24	9,37,760	9,37,760
2.	20.12.2024	14	31,01,400	31,01,400

The paid up share capital of the Company as on March 31, 2025 was Rs. 75,05,79,130 (Rupees Seventy Five Crore Five Lakhs Seventy Nine Thousand One Hundred Thirty only) after considering above conversion.

6. REVISION OF FINANCIAL STATEMENT

There was no revision of the financial statements of the Company during the year under review.

7. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE ENTITIES

As on March 31, 2025, the Company had 11 subsidiaries, 6 associates and 1 Joint venture.

The report on performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 (‘Act) for the year ended March 31, 2025 as provided in Annexure A - Form AOC-1 is attached to the financial statements of the Company.

The Policy for determining Material Subsidiaries, as approved by the Board, is uploaded on the Companys website and can be accessed at https://www.maninfra.com/wp-content/uploads/2025/07/8.-Policy-for-Determining-Material-Subsidiary.pdf

Sr. No Name of the Company	Subsidiary / Associate / Joint Venture	% of Shares Held	Nature of Business
1. MICL Realtors Private	Subsidiary	100%	MICL Realtors is wholly owned subsidiary and engaged into
Limited ("MICL Realtors")			the business of Real Estate.
2. MICL Global INC. ("MICL Global")	Subsidiary	100%	MICL Global was incorporated as a wholly owned subsidiary in the State of Delaware, USA to undertake development/ construction activity.
3. Man Vastucon LLP ("Man Vastucon")	Subsidiary	99.99%	Man Vastucon is engaged in the business of Real Estate. The construction of Phase I of its mega real estate project namely ‘Aaradhya HighPark at Mahajanwadi within the jurisdiction of Mira Bhayandar Municipal Corporation is completed and Occupation Certificate has been received in respect thereof. Phase II works was launched in the name of "Aaradhya Parkwood" and Man Vastucon has received a very good response thereto.
			Man Vastucon has acquired joint development rights in respect of a ultra- luxurious high-rise residential project at Tardeo, Mumbai viz. ‘Aaradhya Avaan, having proposed height of over 300 mtrs and a carpet area for sale of 6.5 lakh sq. ft.
4. MICL Developers LLP ("MICL Developers")	Subsidiary	99.99%	MICL Developers is engaged into the business of Real Estate. The construction of its real estate project namely "Aaradhya Eastwind" at Vikhroli, Mumbai is completed and Occupation Certificate in respect thereof has been received.
5. Man Aaradhya Infraconstruction LLP ("Man Aaradhya")	Subsidiary	98%	Man Aaradhya is engaged into the business of Real Estate. The construction of its real estate project namely "Aaradhya Residency" at Ghatkopar West, Mumbai is completed.
6. Starcrete LLP (" Starcrete")	Subsidiary	75%	Starcrete is engaged in the business of producing, manufacturing, processing, trading, dealing in all kinds of building material products including ready mix concrete (RMC), aggregate, cement and all cement based products, etc.
7. Man Infra Contracts LLP ("Man Infra Contracts ")	Subsidiary	70%	Man Infra Contracts is engaged into the business of Real Estate. The construction of its real estate project namely "Aaradhya Evoq" at Juhu, Mumbai is completed and Occupation Certificate in respect thereof has been received.
8. Manaj Infraconstruction Limited ("MAIL ")	Subsidiary	64%	MAIL is engaged into the business of providing Civil Construction Services and has undertaken the Project for construction of residential premises at Charholi within the jurisdiction of Pimpri Chinchwad Municipal Corporation (PCMC) under the Pradhan Mantri Awas Yojna (PMAY) Housing scheme, which is nearing to its completion.
9. Man Realtors and Holdings Private Limited ("MRHPL ")	Subsidiary	63.93%	MRHPL is engaged in business of real estate. The construction of its real estate project namely "Aaradhya One Earth" at Ghatkopar Avenue, Naidu Colony, Ghatkopar (East), Mumbai is completed and Occupation Certificate in respect thereof has been received.
10. MICL Creators LLP ("MICL Creators")	Subsidiary	60%	MICL Creators is engaged into the business of Real Estate. MICL Creators has launched an Uber-Luxurious real estate project viz. ‘Aaradhya OnePark in Ghatkopar East, Mumbai having approx. 4 lakh sq. ft. carpet area for sale. MICL Creators has received a very good response to this Project.
11. MICL Builders LLP ("MICL Builders")	Subsidiary	52.10%	MICL Builders is engaged into the business of Real Estate.
12. Man Chandak Realty LLP ("Man Chandak")	Joint Venture	50%	Man Chandak is engaged in Real Estate business. Man Chandak has successfully completed Phase I of real estate project at Vile Parle, Mumbai viz. "Insignia". Man Chandak in joint development has launched Phase II of real estate project at Vile Parle, Mumbai viz. "Jade Park", which has received a very good response.
13. MICL Realty LLP ("MICL Realty ")	Associate	46%	MICL Realty is engaged into the business of Real Estate. The construction of its real estate project namely "Aaradhya Nine" at Ghatkopar (East), Mumbai is completed and Occupation Certificate in respect thereof has been received.
14. MICL Properties LLP (" Man Properties ")	Associate	34%	MICL Properties is engaged into the business of Real Estate.
15. Royal Netra Constructions Private Limited ("RNCPL")	Associate	33.32%	RNCPL is engaged in the business of real estate development with specific concentration on redevelopment under the SRA Project at Goregaon (W); which is at initial stage.
16. Arhan Homes LLP (Formerly known as MICL Homes LLP) ("Arhan Homes ")	Associate	31%	Arhan Homes is engaged into the business of Real Estate. Arhan Homes has acquired development rights in respect of property owned by co-operative housing society at Bandra East, Mumbai and the project is at initial stage.
17. Atmosphere Homes LLP ("Atmosphere Homes ")	Associate	31%	Atmosphere Homes is engaged into the business of Real Estate. Atmosphere Homes has acquired development rights in respect of property owned by co-operative housing society at Pali Hill, Mumbai and the project is at initial stage.
18. Atmosphere Realty Private Limited ("ARPL ")	Associate	30%	ARPL is engaged in the business of Real Estate. ARPL has successfully completed development and has obtained occupation certificate in respect of Phase I comprising of Wings A, B, C and Phase II comprising of wings D, E, F and a Commercial Building ‘The Gateway of its mega real estate Project "Atmosphere" at Nahur West, Mumbai. Currently the Company is efficiently executing construction of residential Wing G on part of project land. The construction of the Project is in full swing and has received very good response.

During the year under review, Manaj Tollway Private Limited ("MTPL") and Man Projects Limited ("MPL"), wholly owned subsidiaries of Man Infraconstruction Limited ("the Company), ceased to be the subsidiaries of the Company on account of approval of Scheme of Arrangement and Merger by Absorption by Honble National Company Law Tribunal (‘NCLT), Mumbai Bench vide its order dated January 14, 2025. MTPL and MPL being wholly owned subsidiaries of the Company, stand dissolved without winding up as per the Scheme. MICL Estates LLP has ceased to be a subsidiary of the Company with effect from August 27, 2024, on account of disposal of entire partnership interest by the Company in the said LLP.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated financial statements of the Company along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.maninfra.com/subsidiaries-annual-report/#ir. Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiaries have been furnished in notes forming part of the financial statements.

8. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended March 31, 2025.

9. DIVIDEND

The Board of Directors has approved the Dividend Distribution Policy, as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations/ SEBI LODR Regulations, 2015"). The Dividend Distribution Policy lists the key factors that may affect the decision to pay out earnings in the form of dividends. The policy on Dividend Distribution is posted on its website at https://www.maninfra.com/wp-content/uploads/2025/07/12.-Dividend-Distribution-Policy.pdf Taking into consideration the stable performance of your Company and in recognition of the trust in the management by the members of the Company, the Directors have declared the following Interim Dividends during the year. The said dividend will be confirmed by the Members as Final Dividend in the ensuing Annual General Meeting. The details of Interim Dividends paid during the year are as under:

Sr. No Details of Dividend	Rate of Dividend	% of Dividend	Date of Payment to Members	Dividend Payout (In Lakhs)
1. First Interim 2024-25	0.45	22.50%	August 30, 2024	1,670.63
2. Second Interim 2024-25	0.45	22.50%	February 24, 2025	1,688.80

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Companys internal financial controls ensure the reliability of data and financial information, accuracy & completeness in maintaining accounting records and prevention & detection of frauds & errors. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the ine_ciency or inadequacy of such controls.

11. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations. Internal control systems are designed to ensure that all assets and resources are acquired economically, used efficiently and adequately protected.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered by the Company, during the financial year under review were on arms length basis and were in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel, its wholly-owned subsidiary companies and step down subsidiary companies, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements. Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company. Members may refer to notes to the standalone and consolidated financial statements respectively, which sets out related party disclosures pursuant to IND AS-24 as per the policy on Related Party Transactions as approved by the Board of Directors, your Company has entered into related party transactions based upon the omnibus approval granted by the Board of Directors on the recommendation of the Audit Committee of your Company. On quarterly basis, the Audit Committee reviews such transactions, for which such omnibus approval was given.

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions (‘RPT Policy) and the same can be accessed on the Companys website at https://www.maninfra.com/wp-content/uploads/2025/07/10.-Policy-on-Materility-of-Related-Party-Transaction.pdf. The RPT Policy was last reviewed and amended by the Board at its meeting held on May 20, 2025, on the recommendation of the Audit Committee.

13. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Kindly refer the Notes forming part of financial statements for the loans, guarantees and investments given/made by the Company as on March 31, 2025.

14. UTILISATION OF FUNDS RAISED THROUGH ISSUE OF WARRANTS ON PREFERENTIAL BASIS

The details of funds and the manner of utilization as on March 31, 2025 are as follows:

(Amount in Crores)

Original Object	Modified Object, if Any	Original Allocation	Modified allocation, if any	Funds Utilized	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks if any
Expanding EPC and real estate business by acquiring new projects;	Not Applicable	258.000	Not Applicable	37.660	Not Applicable	No Deviation
Purchase of fixed assets including plant and machinery, etc	Not Applicable	30.000	Not Applicable	NIL	Not Applicable	No Deviation
Deployment towards working capital requirements of existing and new projects	Not Applicable	125.000	Not Applicable	91.660	Not Applicable	No Deviation
General Corporate Purposes	Not Applicable	130.215	Not Applicable	9.005	Not Applicable	No Deviation

15. DEPOSITS FROM THE PUBLIC

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013

There were no material changes and commitments, affecting the financial position of your Company and which could have an impact on your Companys operation in the future or its status as a "Going Concern", between the end of FY 2024-25 and the date of this report.

17. DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

18. DISCLOSURE RELATING TO SWEAT EQUITY SHARES

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

19. DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

During the year under review there were no instances of grant, vest, exercise, or lapse/cancellation of employee stock option scheme under the Employee Stock Option Scheme of the Company. Also, as at the beginning of the year, there were no outstanding options granted. Hence, no disclosure in terms of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014 are required.

20. DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is duly constituted in accordance with the requirements of Section 149 of the Act and Regulation 17 of the Listing Regulations.

Appointment / Re-appointment a) On recommendation of Nomination & Remuneration Committee, the Board of Directors at their meeting held on August 6, 2024, appointed Mr. Sudhir Kapadia as an Additional Director (Non-Executive, Independent) of the Company.

Resignation / Retirement a) Mr. Sudhir Kapadia, Independent Director of the Company resigned with effect from September 19, 2024, as a possibility was emerged that the Company may have to consult him in his professional capacity as a Chartered Accountant. Even though the proposed assignment and its fees, was not proposed to exceed the materiality threshold for being independent, in keeping with the highest standards of corporate governance, he requested the Company to not appoint him as Independent Director by not seeking shareholders approval. Mr. Sudhir Kapadia had also confirmed that there are no other material reasons for his resignation.

KEY MANAGERIAL PERSONNEL

During the year, there was no change in the Key Managerial Personnel of the Company. Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are:

1. Mr. Manan P. Shah - Managing Director;

2. Mr. Ashok Mehta – Chief Financial Officer and Whole-time Director;

3. Mr. Durgesh Dingankar – Company Secretary and Compliance Officer.

Retirement by Rotation:

In accordance with provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Parag Shah (DIN: 00063058) and Mr. Manan P. Shah (DIN: 06500239), retires by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. Your Directors have recommended their re-appointment for the approval of the shareholders, in the ensuing Annual General Meeting of your Company.

Declarations By Independent Directors

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors of your Company. Further, all the Independent Directors of your Company have confirmed their registration / renewal of registration, in the Independent Directors Databank.

During the year under review, none of the Directors of the Company had any pecuniary relationship or transactions with the Company, other than receipt of sitting fees for the purpose of attending meetings of the Board and its committees.

Familiarisation Programmes

Your Company has familiarised the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates and the business model of the Company etc. The Familiarisation Programme was imparted to the Independent Directors during the meetings of the Board of Directors. The Familiarisation Programme for Independent Directors is uploaded on the website of the Company, and is accessible at https://www.maninfra.com/wp-content/uploads/2025/07/21A.-Details-of-Familiarization-Programme-to-independent-directors-24-25.pdf

2. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation and there were no material departures; b) They have selected such accounting policies and applied 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 as at March 31, 2025, and of the profit of the Company for that year; c) They have taken proper and sufficient care for 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) They have prepared the annual accounts of the Company on a going concern basis; e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

3. COMPLIANCE WITH SECRETARIAL STANDARDS

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

DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES

1. BOARD MEETINGS

The Board of Directors met 4 (Four) times during the financial year ended March 31, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. Brief details of the said meetings are provided in the Corporate Governance Report, which is a part of this Annual Report. All the Directors actively participated in the meetings and provided their valuable inputs on the matters brought before the Board of Directors from time to time.

2. AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. The details, including the composition of the Audit Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report. The Board has accepted all the recommendations of the Audit Committee and hence, there is no further explanation to be provided for in the Directors Report.

3. NOMINATION AND REMUNERATION COMMITTEE

A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (1) of Section 178 of the Companies Act, 2013. The details, including the composition of the Nomination and Remuneration Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

4. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is in conformity with the provisions of Section 178 of the Companies Act, 2013 and pursuant to Regulation 20 of the SEBI Listing Regulations. The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee. The details, including the composition of the Stakeholder Relationship Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee is in conformity with the provisions of Section 135 of the Companies Act, 2013. The details, including the composition of the Corporate Social Responsibility (CSR) Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

The details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are provided in Annexure I attached herewith and forms part of this report.

6. RISK MANAGEMENT COMMITTEE AND POLICY

The Risk Management Committee is in conformity pursuant to Regulation 21 of the SEBI Listing Regulations. The details, including the composition of the Risk Management Committee, terms of reference, attendance etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward tradeo_. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

7. INDEPENDENT DIRECTORS MEETINGS:

Pursuant to provisions of Schedule IV of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors met 2 (two) times during the year under review on May 14, 2024 and February 03, 2025. The details of Independent Directors, attendance, matters discussed at their meetings, etc., are provided in the Corporate Governance Report, which is a part of this Annual Report.

8. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 & INTERNAL COMPLAINTS COMMITTEE

Your Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("ICC) as required under the said Act. The Company is strongly opposed to sexual harassment and employees are made aware about the consequences of such acts and about the constitution of ICC. Neither were any complaints filed during FY 2024-25 under the provisions of the said Act, nor were any complaints outstanding as at the beginning and end of the year under review.

9. OTHER BOARD COMMITTEES

The details of other Board Committees, are provided in the Corporate Governance Report, which forms part of this Annual Report.

10. ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

The Nomination and Remuneration Committee of the Board has formulated a Performance Evaluation Framework, under which the Committee has identified criteria upon which every Director, every Committee, and the Board as a whole shall be evaluated. During the year under review the evaluation of every Director, every Committee, and the Board has been carried out.

11. WHISTLE-BLOWER POLICY/VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of Company at https://www.maninfra.com/wp-content/uploads/2025/07/14.-Vigil-Mechanism-and-Whistle-Blower-Policy.pdf.

12. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure II attached herewith and forms part of this Report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit which is available on the website of the Company at https://www.maninfra.com/annual-reports/#ir is available for inspection by the Members up to the date of the ensuing Annual General Meeting.

13. PAYMENT OF REMUNERATION/COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES

None of the Managing Director or the Whole Time Director of the Company are in receipt of remuneration/commission from any subsidiary of the Company. The Company has no holding company.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITOR AND STATUTORY AUDITORS REPORT

At the 20th Annual General Meeting ("AGM") held on September 7, 2022, the Members approved the appointment of M/s. G.M. Kapadia & Co., Chartered Accountants, Mumbai (Firm Registration No. 104767W) as Statutory Auditors of the Company to hold office for a term of five years from the conclusion of 20th AGM till the conclusion of the 25th AGM to be held in the year 2027. Pursuant to the notification issued by the Ministry of Corporate Affairs dated May 07, 2018, ratification of appointment of auditors is not required, when auditors are appointed for a period of five years. The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013.

The Statutory Auditors Report for FY 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

2. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. Rathi & Associates, Company Secretaries were appointed as Secretarial Auditors of the Company in the meeting of Board of Directors held on May 14, 2024, to undertake the secretarial audit of the Company for FY 2024-25.

The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report. The Secretarial Auditors Report for FY25 does not contain any qualification, reservation or adverse remark or disclaimers. In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules thereto, the Board of Directors has appointed M/s. Rathi & Associates, Company Secretaries, as the Secretarial Auditors for a term of 5 consecutive years i.e. from FY 2025-26 till FY 2029-30, subject to the approval of the members of the Company. A resolution to this effect is included in the notice of the ensuing Annual General Meeting, which may kindly be referred for more details.

3. COST AUDITORS

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare and maintain cost records and have the cost records audited by a Cost Accountant and accordingly as per the recommendation of the Audit Committee, the Board of Directors at their meeting held on May 14, 2024, appointed M/s. Shekhar Joshi & Co., Cost Accountants (Firm Registration Number 100448) as the Cost Auditors for the financial year 2024-25 for maintaining such cost accounts and records. Further the Board at its meeting held on May 20, 2025, on the recommendation of the Audit Committee, has appointed M/s. Shekhar Joshi & Co., Cost Accountants (Firm Registration Number 100448) as the Cost Auditor of the Company for F.Y. 2025-26 under Section 148 and all other applicable provisions of the Act. The auditor has confirmed that he is free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that the appointment meets the requirements of Section 141(3)(g) of the Act. He has further confirmed his independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. Shekhar Joshi & Co., Cost Accountants is included in the Notice convening the AGM.

4. INTERNAL AUDIT AND CONTROL

The Board of Directors at their meeting held on May 14, 2024 had appointed M/s. Aneja Associates, Chartered Accountants (Firm Registration Number 100404W), as Internal Auditors of the Company for the period from April 2024 to March 2025 to conduct the internal audit of the various area of operations and records of the Company.

The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

OTHER DISCLOSURES

1. ANNUAL RETURN

As per the requirements of Section 134(3)(a) read along with Section 92(3) of the Act and the rules framed thereunder, including any statutory modifications / amendments thereto for the time being in force, the Annual Return for FY 2024-25 is available on https://www.maninfra.com/annual-reports/#ir.

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

The details of foreign exchange earnings and outgo during the year under review is as under:

Particulars	1st April, 2024 to 31st March, 2025 Amount in Lakhs	1st April, 2023 to 31st March, 2024 Amount in Lakhs
Actual Foreign Exchange earnings	NIL	NIL
Actual Foreign Exchange outgo	29.21	8,343.02

3. CREDIT RATING

The details of credit rating obtained from CARE Ratings Limited, the Credit Rating agency during the financial year 2024-25 are as under:

Facilities	Amount (Rs. Crores)	Rating	Rating Action
Long Term Bank Facilities	32.50	CARE A+; Stable	Upgraded from CARE A; Positive
Long Term / Short Term Bank Facilities	442.00	CARE A+; Stable / CARE A1	LT rating upgraded from CARE
			A; Outlook revised from Positive and ST rating reafirmed

4. UNCLAIMED AND UNPAID DIVIDENDS AND TRANSFER OF SHARES TO IEPF

Pursuant to Section 124 of the Companies Act, 2013 read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all dividends remaining unpaid or unclaimed for a period of 7 years and also the shares in respect of which the dividend has not been claimed by the shareholders for 7 consecutive years or more are required to be transferred to Investor Education Protection Fund (IEPF) in accordance with the procedure prescribed in the Rules. Accordingly, during FY 2024-25, the Company has transferred to IEPF the unclaimed and unpaid interim dividend pertaining to F.Y. 2017-18 of Rs.1,52,211/- and final dividend pertaining to F.Y. 2016-17 of Rs.1,42,932/-. Further, during FY 2024-25, 8,011 shares were transferred to IEPF authority as dividend in respect of those shares had not been claimed by the shareholders for 7 consecutive years. Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the Registrar and Transfer Agent of the Company. Members can claim from IEPF Authority their dividend entitlements and/or shares transferred to IEPF by following the required procedure.

5. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

6. CORPORATE GOVERNANCE

The report on Corporate Governance and also the Certificate of the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms a part of the Annual Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Management Discussion and Analysis Report forms an integral part of this Integrated Annual Report.

8. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In compliance with the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circulars issued from time to time, the Business Responsibility and Sustainability Reporting for the financial year ended March 31, 2025 has been separately furnished in the Annual Report and forms a part of the Annual Report.

9. 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

During the financial year under review, there were no instances of one-time settlement with any bank or financial institution.

10. SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013, and applicable law, all documents, including the Notice and Annual Report shall be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members. A member shall be entitled to request for physical copy of any such documents.

11. APPRECIATION AND ACKNOWLEDGEMENTS

The Directors thank the Companys employees, customers, suppliers, bankers, business partners/associates, financial institutions and various regulatory authorities for their consistent support/encouragement to the Company. The Directors appreciate and value the contributions made by all our employees and their families for making the Company what it is.

The Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.

	For and on behalf of the Board of Directors of Man Infraconstruction Limited
	Manan P. Shah	Ashok Mehta
	Managing Director	Whole-time Director and CFO
Place: Mumbai
	DIN: 06500239	DIN: 03099844
Date: May 20, 2025
Registered office:
CIN: L70200MH2002PLC136849
12th Floor, Krushal Commercial Complex,
G. M. Road, Chembur (West), Mumbai – 400 089
Web-site: www.maninfra.com
E-mail: investors@maninfra.com
Tel: 022 4246 3999