Manas Properties Ltd Directors Report

Dear Members,

The Directors of the Company are pleased in presenting the 21^st Annual Report along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

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

Amt in Rs. Lakh)

Particulars	F.Y. 2024-2025	F.Y. 2023-2024
Revenue from Operations	NIL	NIL
Other Income	3,600.00	3,350.00
Total Revenue	372.63	205.90
Less: Expenses	573.84	566.34
Profit before exceptional and extraordinary items and tax	3,434.79	2,989.56
Profit Before Tax	3,434.79	2,989.56
Less: Tax Expenses	584.08	493.63
Profit After Tax	2,761.74	2,412.39

2. STATEMENT OF COMPANYS AFFAIRS

During the year under review,

a) the turnover of the Company in the financial year ended as on March 31, 2025 is 3,972.63/- (INR in Lakhs) as against 3,555.90/- (INR in Lakhs) the previous year ended as on March 31, 2024;

b) the profit of the Company in the financial year ended as on March 31, 2025 is 2761.74/- (INR in Lakhs) as against profit of 2412.39/- (INR in Lakhs) in the previous year ended as on March 31, 2024.

Company is in the process of optimising production on all the existing machines by manufacturing optimal product mix. Using better quality yarns and doing product innovation by using different finishes, which will enhance the overall quality and help to improve our margins.

3. THE CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company, during the year under review.

4. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amounts to the general reserves of the Company, instead have recommended retaining the entire profits, if any for the financial year ended 31^st March, 2025 in the profit and loss account.

5. DIVIDEND

In order to conserve the resources for the ongoing projects of the Company, the Board of Directors do not recommend any dividend for the financial year ended March 31^st, 2025.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared since inception of the Company, hence the provisions of Section 125 of the Companies Act, 2013 do not apply to the Company.

7. DIVIDEND DISTRIBUTION POLICY

Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) requires the top 1000 listed entities, based on market capitalization calculated as on March 31 of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same in the Annual Report and on the website of the Company. However, Your Company is out of purview of top 1000 listed entities based on market capitalization calculated as on March 31^st, 2025, therefore the Company is not required to form a dividend distribution policy.

8. SHARE CAPITAL

There has been no change in the share capital of the Company during the financial year under review.

The authorized share capital of the Company as on March 31, 2025 is Rs.5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Five Lakhs) Equity Shares of INR.10/- (Rupees Ten Only) each.

The paid-up equity share capital of the Company as on March 31, 2025 is Rs.4,16,00,000/- (Rupees Four Crores Sixteen Lacs only) divided into 41,60,000 (Forty One Lakhs Sixty Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each.

9. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

All the equity shares issued by the Company carry similar voting rights and the Company has not issued any equity shares with differential voting rights during the financial year under review.

10. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not granted any employee stock options (ESOPs) during the financial year under review. Hence, disclosure of ESOPs under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 is not required.

11. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company, under the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, has not issued any sweat equity shares during the financial year under review and hence the disclosure requirements in this connection will not apply to the Company.

12. BUY-BACK

The Company has not bought back its shares during the financial period under review.

13. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as amended, the Annual Return of the Company e-Form MGT-7 for the Financial Year 2024-25 is uploaded on the website of the Company at https://manasproperties.co.in/.

14. NUMBER OF BOARD MEETINGS

The Members of the Board had met Six (6) times during the financial year under review. The dates of the Board Meeting are as follows:

Sr. No.	Dates of Board Meeting
1.	15-05-2024
2.	29-05-2024
3.	28-08-2024
4.	14-11-2024
5.	22-11-2024
6.	19-02-2025

The Annual General Meeting of the Company was held on the September 27^th, 2024.

15. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 19^th February, 2025 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standard have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and Loss of the Company for that period;

iii) the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

17. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

18. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant SEBI Listing Regulations.

In terms of regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vijay Thakordas Thakkar (DIN: 00189355), who retires by rotation and being eligible, offers himself for re-appointment in the ensuing Annual General Meeting of the Company.

During the year under review, there has been no change in the composition of the Board of Directors of the Company. However, the tenure of Ms. Sony Ngatangmi Keishing (DIN: 07518878), Non-Executive Independent Director, expired on 27^th February, 2025. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has approved the proposal to re-appoint Ms. Sony Ngatangmi Keishing as an Independent Director of the Company for a second term of 5 (five) consecutive years, commencing from 28^th February, 2025 to 27^th February, 2030, not liable to retire by rotation. A declaration has been received from Ms. Keishing confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Her re-appointment is proposed by way of a Special Resolution, as set out at Item No. 3 of the AGM Notice. The Board recommends her reappointment as an Independent Director for shareholders approval.

Further, the following changes may be noted in the Key Managerial Positions of the Company:

(a) Mr. Jaswant Kumawat (Membership No.: 60848) tendered his resignation from the position of Company Secretary and Compliance Officer of the Company with effect from closure of working hours of January 31, 2025.

(b) Mr. Kumar Naveen (Membership No.: 71701) was appointed as the Company Secretary & Compliance Officer of the Company with effect from April 11, 2025.

(c) Mr. Dev Thakkar (DIN: 07698270) was re-appointed as Managing Director of the Company at the Annual General Meeting of the Company held on 27^th September, 2024 w.e.f. 14^th January, 2025 for the period of 3 (three) years.

20. DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT. 2013 AND RULES MADE THEREUNDER:

During the year under review, the Company does not have any Holding or Subsidiary Company. Therefore, No Managing Director or Whole time Director has received any Remuneration or commission and the provisions is not applicable.

21. AUDITORS

a) Internal Auditors

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Bhuta Shah, Chartered Accountants, as Internal Auditors for the Financial year 2024-2025 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through, periodical checks and internal audit.

b) Statutory Auditors

The Company at its 20^th Annual General Meeting held on 27^th September, 2024 appointed M/s. Ashok Shyam & Associates, Chartered Accountants (FRN- 011223W), as Statutory Auditors of the Company for a period of Five consecutive years and who shall hold such office from the conclusion of 20^th Annual General Meeting till the conclusion of 25^th Annual General Meeting at such remuneration as may be mutually decided by the auditors and the Board of Directors thereof. Further, they have confirmed that they are not disqualified as auditors of the Company under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.

c) Secretarial Auditors

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.

The secretarial Audit report (MR-3) of M/s. HSPN & Associates LLP for the period 2024-2025 is annexed herewith as Annexure-4.

d) Cost Auditor and Cost Audit

Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the financial 2024-25. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

Furthermore, The Company was not required to appoint Cost Auditor under the provisions of section 148 of the Companies Act, 2013 as the same was not applicable to the Company during the financial year under review.

22. COMMENTS OF THE BOARD ON AUDITORS REPORT

During the reporting period, the Statutory Auditors and the Secretarial Auditors have no observations or qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements and by the Secretarial Auditors in respect of Secretarial Audit as on and for the year ended 31^st March, 2025 respectively.

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary. M/s. HSPN & Associates LLP were appointed to conduct Secretarial Audit and issue Report for the financial year 2024-25.

Secretarial Audit Report issued by M/s. HSPN & Associates LLP in Form MR-3 for the financial year 202425 forms part of this report. The Secretarial Audit Report is annexed herewith as Annexure - 4.

23. PARTICULARS OF LOANS, GUARANTEES, SECURITY GIVEN AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013

Loan or guarantee given or security provided and Investment made by the Company as on F.Y. ended March 31^st, 2025 are within the limits as prescribed under section 186 of the Act and the necessary approval of the Members of the Company has been taken in the Extra General Meeting held on December 21^st, 2020 up to the limit of Rs.200 Crores.

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements in note no. 10, 11 & 22.

24. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint venture and associate companies as on 31^st March, 2025, therefore report on the highlights of performance of subsidiaries, joint venture and associate companies is not provided in this report.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on related party transactions. The policy on related party transactions has been placed on the Companys website at www.manasproperties.co.in

All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board of Directors for approval. The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 is provided in the prescribed form AOC-2 as Annexure 3 which forms part of this Report.

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

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

27. CASH FLOW AND STANDALONE FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Standalone Financial Statements is part of the Annual Report.

28. CONSERVATION OF ENERGY. TECHNOLOGY & FOREIGN EXCHANGE

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ended March 31, 2025 is as under:

(A) Conservation of energy:

(i) The steps taken or impact on conservation of energy	The Companys operations involve low energy consumption. However, efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.
(ii) The steps taken by the Company for utilising alternate sources of energy	During the year under review, there were no alternate sources of energy utilized by the Company, however as and when any such opportunities arise, the Directors shall take necessary steps to utilize such alternate sources of energy.
(iii) The capital investment on energy conservation equipment	The Company has not incurred any capital investment on energy conservation equipment during the year under review.

(B) Technology absorption:

(i) The efforts made towards technology absorption	Considering the nature of business activities carried out by the Company during the year under review, technology has played a vital role. The Directors have taken necessary steps to ensure that wherever the Company can adopt and upgrade the technology and digitize processes, the same has been done to achieve business growth.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:	Considering the nature of the business carried out by the Company, use of technology and digitization has enhanced the efficiency of the Companys business.
(iii) Details of imported technology:
(a) The details of technology imported	No technology has been imported by the Company during the financial year.
(b) The year on import	Not Applicable
(c) Whether the technology been fully absorbed	Not Applicable
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof.	Not Applicable
(iv) The expenditure incurred on research and development	The Company has not incurred any expenditure on research and development, during the year under review.

(C) Foreign exchange earnings and out-go are set out below:

Particulars	Financial year ended on March 31, 2025 (in INR (in Lakhs)	Financial year ended on March 31, 2024 (in INR (in Lakhs)
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil
(Including capital goods and other expenditure)

29. STATEMENT INDICATING/CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee and the risk management policy is available on the website of the company: https://manasproperties.co.in/.

30. STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY

As per the provision of Section 135 of the Companies Act, 2013 read with Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the Board has approved CSR Policy and the Company has spent towards CSR activities, details provided in attached Annexure 2 to Directors Report.

31. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

32. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the industry scenario, the socioeconomic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Companys familiarization program for Independent Directors is posted on Companys website at https://manasproperties.co.in/.

33. PARTICULARS OF EMPLOYEES

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 read Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-1.

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

34. A STATEMENT SHOWING NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN DURING THE SAID FINANCIAL YEAR

There have been no employees who is drawing the remuneration as specified in Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore the required details are not provided in this report.

35. DEPOSITS

Your Company did not accept any deposits from the public during the year. There are no deposits which have not been claimed by depositors or paid by the Company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

36. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There were no significant or material orders passed by the Regulators, Courts or Tribunal which impact the going concern status of the Company and the Companys operations in future.

37. INTERNAL FINANCIAL CONTROLS

The Companys internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.

During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

The details as required under the law for the compliant is provided below:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

39. INSOLVENCY AND BANKRUPTCY CODE

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

40. DISCLOSURE UNDER RULE 8f5)fXIn OF THE COMPANIES (ACCOUNTS) RULES. 2014

During the year, there were no instances where your Company required the valuation for one-time settlement or while taking the loan from the Banks or Financial institutions. The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

41. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT. 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company as the Company does not have any female Employee.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

42. VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARDS REPORT

There has been no voluntarily revision in the financial statements and boards report for the previous financial years.

43. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

For details (composition, number of meeting, attendance, etc.) of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are as under -

(I) AUDIT COMMITTEE

a. Brief description and terms of reference:

The terms and composition of the Audit Committee formulated by the Board are as per the guidelines set out in the Listing Regulations read with Section 177 of the Companies Act, 2013. The Audit Committee as on the date of the report comprises of 2 Non-Executive Independent Directors & 1 Non-Executive NonIndependent Director.

The responsibilities and terms of reference of the Audit Committee inter-alia includes overseeing the financial reporting process and the disclosure of its financial information to ensure financial statement is correct, sufficient and credible; recommending appointment, remuneration and terms of appointment of Auditors and approving payment for any other services rendered by the Statutory Auditors; reviewing the Annual Financial Statements and Auditors Report before submission to the Board; reviewing the Financial Statements before submission to the Board; approval or any subsequent modification of transactions with related parties; evaluation of internal financial controls and risk management systems; reviewing adequacy of internal audit function; reviewing functioning of Whistle Blower Mechanism and such other responsibilities as set out in Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C, Schedule II of the Listing Regulations.

b. Composition. Name of Members and Chairperson:

Name of the Member	Category of Directorship	Designation	Attendance
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman	04/04
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member	04/04
Mrs. Sony Keishing	Non-Executive Independent Director	Member	04/04

During the period under review, 04 (Four) Meetings of the Audit Committee were held.

During the financial year 2024-2025, there were no instances of non-acceptance of any recommendation of the Audit Committee by the Board of Directors.

(II) NOMINATION AND REMUNERATION COMMITTEE

a. Brief description and terms of reference:

The Committees composition and terms of reference are as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D, Schedule II of the Listing Regulations.

The Nomination & Remuneration Committee of Directors have approved a stat for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

The Nomination and Remuneration Committee as on the date of the report comprises of 3 Non-Executive Independent Directors.

Role of Nomination and Remuneration Committee inter-alia. include the following:

1. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees;

2. Devising a policy on Board diversity;

3. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal; and

5. Whether to extend or continue the term of appointment of the appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 is available at the website of the Company: www.manasproperties.co.in Further, criteria of making payments to non-executive directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published below:

Remuneration of Directors

The remuneration of the Managing Director is recommended by the Remuneration Committee and then approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013. The non-executive directors are not paid sitting fees for Board meetings attended by them.

Performance evaluation criteria for Independent Directors:

Independent Directors have three key roles to play; those are:

a. Governance

b. Control

c. Guidance

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee has recommended the guidelines for the evaluation of performance of Independent Directors. This largely includes:

• The qualification and experience of Independent Directors

• The groundwork the Independent Directors perform before attending the meetings to enable them in giving valuable inputs during meetings.

• The exposure of Independent Directors in different areas of risks the entity faces and advices from them to mitigate the same.

In line with the Corporate Governance guidelines, evaluation of all Board members is done on an annual basis. This evaluation is done by the entire Board led by the Chairman with specific focus on the performance and effective functioning of the Board, the Committees of the Board, the individual directors and the same is reported to the Board. The evaluation process also considers the time spent by each of

the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The entire Board of Directors (excluding the director being evaluated) held the performance evaluation of Independent Directors and on the basis of performance evaluation, the Board decided to continue the term of appointment of Independent Directors.

b. Composition. Name of Members and Chairperson:

Name of the Member	Category of Directorship	Designation	Attendance
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman	02/02
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member	02/02
Mrs. Sony Keishing	Non-Executive Independent Director	Member	02/02

During the period under review, 02 (Two) Meetings of the Nomination and Remuneration Committee were held.

flin STAKEHOLDER RELATIONSHIP COMMITTEE

The Board of Directors of a company which consists of more than 1000 shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non-executive director and such other members as may be decided by the Board. Though, the total number of shareholders is less than 1000 shareholder, however, in order to consider and resolve the grievances of security holders of the company, the said committee is formed.

a. Brief description and terms of reference:

The Committees composition and terms of reference are as per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 read with Part D, Schedule II of the Listing Regulations. The Committee is entrusted with the following roles and responsibilities:

1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of Annual Report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/Annual Reports/ statutory notices by the shareholders of the Company.

b. Composition. Name of Members and Chairperson:

Name of the Member	Category of Directorship	Designation	Attendance
Mr. Shaileshkumar Madanlal Vora	Non-Executive Independent Director	Chairman	02/02
Mr. Dev Vijay Thakkar	Managing Director & Chief Executive Officer	Member	02/02
Mrs. Tanam Vijay Thakkar	Non-Executive & Non-Independent Director	Member	02/02

During the period under review, 02 (Two) Meetings of the Stakeholders Relationship Committee were held.

44. WHISTLE BLOWER POLICY/VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Whistle Blower Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at https://manasproperties.co.in/.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

45. REGISTRAR AND SHARE TRANSFER AGENT

M/s Bigshare Services Pvt. Ltd, Office No S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura center, Mahakali Caves Road, Andheri (East), Mumbai- 400093, Maharashtra, is the Registrar and Share Transfer Agent of the Company for the physical and Demat shares. The members are requested to contact directly for any requirements.

46. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is given separately and forms part of this report.

47. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance as specified in Regulations 17 to 27 and Schedule V are not applicable to companies listed on the SME Exchange. Hence, a detailed report on Corporate Governance does not form part of this Annual Report.

However, the Company is committed to maintaining good governance practices by ensuring compliance with all applicable provisions of the Companies Act, 2013, and other statutory requirements. The Board

of Directors continues to provide strategic guidance, timely review of performance, and ensures accountability and transparency in its functioning.

The Company has in place:

• A duly constituted Board with an optimum combination of Executive, Non-Executive and Independent Directors;

• Board Committees including Audit Committee, Nomination & Remuneration Committee, and Stakeholders Relationship Committee, in line with applicable provisions of the Companies Act, 2013;

• Internal controls and risk management systems commensurate with the size and nature of its business;

• Policies on Whistle Blower Mechanism, Related Party Transactions, Nomination & Remuneration, and Code of Conduct for Directors and Senior Management and is available at the website of the Company: www.manasproperties.co.in.

The Company strives to voluntarily adhere to principles of Corporate Governance to ensure fairness, accountability, and transparency in all its dealings and to enhance stakeholder value.

48. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services.

49. DETAILS OF SECURITIES SUSPENDED FROM TRADING

The equity shares of the Company are listed on BSE-SME segment and are not suspended from trading. The Company has paid the annual listing fees for the financial year 2025-2026.

50. CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

51. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

52. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The requirement to disclose the details of difference

between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

The Company is not required to and has not obtained credit rating from any agencies during the financial year.

53. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Companys Members, Customers, Vendors and all other Stakeholders for their continued support throughout the financial year. The Directors also thank the Stock Exchange, Banks, Ministry of Corporate Affairs, State Governments, Government of India and all other Government agencies and Regulatory Authorities for the support extended by them and also look forward to their continued support in future.

Your Directors would also like to place on record their sincere thanks & appreciation for their contribution, consistent hard work, dedication and commitment of our employees at all levels for their contribution to the success achieved by the Company.

On behalf of the Board of Directors

Sd/-

Dev Vijay Thakkar

Managing Director & Chief Executive Officer

DIN:07698270

Place: Mumbai

Date: 30th August, 2025

Registered Office:

10th Floor, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai- 400058.

CIN: L70100MH2004PLC149362

Website: www.manasproperties.co.in

Email Id: info@manasproperties.co.in