Mandeep Auto Industries Ltd Directors Report

To,

The Members of

Mandeep Auto Industries limited

Your Directors are pleased to present their 2^nd [second] Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 31^st March, 2025.

The performance highlights and summarized financial results of the Company are given below:

1. FINANCIALS HIGHLIGHTS:

Particulars	Year Ended 31.03.2025 (Rs. in Lakhs)	Year Ended 31.03.2024 (Rs. in Lakhs)
Revenue From Operations	3,221.68	2,469.97
Other Income	21.86	14.43
Total Income	3243.54	2484.40
Less: Total Expenses before Depreciation, Finance Cost and Tax	3034.11	2095.21
Less: Depreciation	41.45	18.70
Less: Finance Cost	19.91	53.53
Profit Before Tax & Extraordinary Item	148.08	316.96
Less: Extraordinary Item	0	0
Profit Before Tax	148.08	316.96
Less: Current Tax	18.31	106.31
Less: Deferred tax Liability (Asset)	(11.24)	(2.56)
Profit after Tax	141.01	213.21
Earnings per Share (Basic & Diluted) in Rs.	1.44	5.27

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

During the year under review, the Company has total operational Income of Rs. 32,21,68,000/- and the Company has earned profit of Rs. 1,41,01,000/- during the year ended 31.03.2025.

The Board assures that the management will leave no efforts untouched to increase the profitability of the company gradually and to maintain the consistency of attained results in the fourth coming years.

3. DECLARATION OF DIVIDEND:

In order to conserve resources and strengthen the financial position of the Company for its future growth and business prospects, the Board of Directors has not recommended any dividend for the financial year 2024-25.

4. TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013, the Board of Directors hereby states that:

• An amount of Rs. 2147.76 Lakhs were transferred, being the Security Premium. and

• An amount of Rs. 2375.52 Lakhs being the Profit of the period to the general reserves account of the Company during the year under review. have been transferred to the General Reserves of the Company during the year under review.

Accordingly, the total closing balance of Reserves and Surplus stood at 12,375.52 lakhs as on March 31, 2025.

5. SHARE CAPITAL AND CORPORATE ACTIONS:

During the reporting period, the Company undertook the following significant changes in its share capital structure:

• Authorised Share Capital

The Authorised share capital of the Company is Rs. 11,00,00,000/- divided into 1,10,00,000 equity shares of Rs. 10 each as on Financial Year ended 2024-2025.

• Issued, Subscribed & Paid-Up Capital

At the beginning of Financial Year 2024-25, the paid up capital of the company stood at Rs. 6,56,98,940/- (Rupees Six Crore Fifty-Six Lakh Ninety-Eight Thousand Nine Hundred and Forty Only) divided into 65,69,894 equity shares of Rs. 10 each.

During the year Company has issued and allotted 37,68,000 Equity Shares of ?10/ - each for cash price at a price of ?67/- per share inclusive of a premium by way of Initial Public Offer opens May 13, 2024, and closes on May 15, 2024.

Consequently, the Paid-up Capital of the Company is increased to Rs. 10,33,78,940/- divided into 1,03,37,894 Equity Shares of Rs. 10/- each and entire equity shares of the company were listed on Emerge Platform of National Stock Exchange of India Limited w.e.f. 21st May, 2024

6. CHANGE IN NATURE OF BUSINESS:

Presently, the Company is engaged in the business of manufacturing and supplying sheet metal components, auto parts, sprocket gears, and various machined components, which find application across a wide range of industries, including tractors, automobiles, material handling and earthmoving equipment, railways, defence, machine tools, and the DIY industry, among others.

During the year under review, there has been no change in the nature of the business or objects of the Company. The Company continues to operate in line with its main object as stated in the Memorandum of Association.

7. DEMATERIALIZATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No INE0R3T01013 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode with their depository Participant 100% of the Companys paid-up Share Capital is in dematerialized form as on 31st March, 2025.

8. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:

The Equity shares of the Company were listed on NSE Limited under SME segment with effect from 21^st May 2024. No other changes were made during the Financial Year 2024-25.

9. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

10. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31, 2025, the Company does not have any subsidiary or joint venture or associate company.

11. LISTING STATUS:

The Companys equity shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited with Symbol MANDEEP on 21^st May, 2024.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD AS ON 31ST MARCH 2025

Sr. No. Name	DIN/PAN	Designation
1. Gurpal Singh Bedi	06838497	Managing Director
2. Nidhi Bedi	06838505	Director
3. Rajveer Singh Bedi	10123159	Director
4. Keshav Ahuja	07629843	Director
5. Navneet Kumar	10725183	Director
6. Lakshay		Chief Financial Officer
7. Sangeeta	-	Company Secretary

The following were the appointment/resignation/change in designation that took place during the Financial year 2024-2025 in your company:

• Mr. Keshav Ahuja (DIN: 07629843) - Independent Director, appointed on 14th November, 2024

• Mr. Navneet Kumar (DIN: 10725183) - Independent Director, appointed on 14^th November, 2024

• Ms. Chanu Rajput resigned from her position as Independent Director effective from 14th November 2025.

• Mr. Manish Sharma resigned from his position as Independent Director effective from 14th November 2025.

In addition to the Board of Directors, the key managerial personnel of the Company are:

• Mr. Lakshay, Chief Financial Officer, appointed on 14th November, 2024

• Mrs. Sangeeta, Company Secretary, appointed on 14th November, 2024

B. REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS DATABANK:

All the Independent Directors of the Company have been registered under the Independent Directors Databank maintained by Indian Institute of Corporate Affairs.

C. DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED:

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mrs. Nidhi Bedi (DIN: 06838505), though appointed as Directors of the Company. They are liable to get retired by rotation and, being eligible, has offered themselves for re-appointment at the ensuing first AGM of the Company. The Board recommends their reappointment for consideration by the Members of the Company at the Second Annual General Meeting.

Accordingly, requisite resolution shall form part of the Notice convening the AGM.

D. DECLARATION BY INDEPENDENT DIRECTOR:

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have confirmed that they meet the requirements of "Independent Director" as mentioned under Regulation 16 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Therefore, the Board is duly composed as per the Companies Act, 2013 provisions and SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

E. DIVERSITY OF THE BOARD:

The Company believes that diversity is important to the work culture at any organisation. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

F. MATERIAL CHANGE IN THE COMPOSITION OF BOARD OF DIRECTOR

The Following changes in the Board Composition took place during the Financial Year 2024-25 and the confirmations were placed before and noted by the Board.

Sr. No. Name of Director	Designation	Type of Change	Effective Date
1 Navneet Kumar	Independent Director	Appointment	14.11.2024
2 Keshav Ahuja	Independent Director	Appointment	14.11.2024
3 Chanu Rajput	Independent Director	Cessation	14.11.2024
4 Manish Sharma	Independent Director	Cessation	14.11.2024

13. BOARD AND COMMITTEE MEETING:

A. BOARD MEETING:

The Board meets at regular intervals to discuss and take a view of the Companys policies and strategy apart from other Board matters. The notice for Board Meetings is given well in advance to all the Directors.

The Board of Directors met 8 times during the financial year ended March 31, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

During the year 8 (Eight) Board Meetings were held as under:

1. 15.04.2024
2. 16.05.2024,
3. 14.06.2024,
4. 16.07.2024,
5. 15.09.2024,
6. 14.11.2024,
7. 07.02.2025,
8. 06.03.2025.

> Attendance of Directors in the Board Meeting:

Name of Director	No. of Board Meeting
	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Gurpal Singh Bedi	8	8
Nidhi Bedi	8	8
Rajveer Singh Bedi	8	8
Navneet Kumar	2	2
Keshav Ahuja	2	2

B. NUMBER OF COMMITTEE MEETING:

The Company has following committees of the Board:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders & Relationship Committee

• IPO Committee

> Audit Committee

S. No.	Date of Meeting
1	14.06.2024
2	15.09.2024
3	14.11.2024
4	06.03.2025

> Nomination and Remuneration Committee

S. No.	Date of Meeting
1	14.06.2024
2	16.07.2024
3	14.11.2024
4	06.03.2025

> Stakeholders Relationship Committee

S. No.	Date of Meeting
1	14.11.2024

C. MEETINGS OF INDEPENDENT DIRECTORS

As per Regulation 25(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Companys Independent Directors meet at least once in every year without the presence of Non-Independent Directors and Management Personnel. Such meetings are conducted to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the other Independent Directors. Independent Directors take appropriate steps to present their views to the Board.

The Independent directors met 1 times during the financial year 2024-25 on:

S. No.	Date of Meeting
1	14.11.2024

14. COMMITTEES OF THE BOARD:

The Company has following committees of the Board:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders & Relationship Committee

• IPO Committee

Which has established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

A. AUDIT COMMITTEE:

The Audit Committees composition meets with the requirement of section 177 of the companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Audit Committee possess financial / accounting expertise / exposure.

The Audit Committee is comprised of 3 members as per Table here in below. The detail of the composition of the Audit Committee is as follows:

Composition of the Audit Committee

The committee comprises the following directors as on 31^st March, 2025:

Sr. No. Name of Director	Position	Nature of Directorship
1. Mr. Keshav Ahuja	Chairperson	Independent Director
2. Mr. Gurpal Singh Bedi	Member	Managing Director
3. Mr. Navneet Kumar	Member	Independent Director

All the members of the Committee have accounting and financial management expertise. The

Company Secretary is the secretary to the committee.

The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. To examine the financial statement and the auditors report thereon;

iv. T o approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

B. NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

The Committee comprised of 3 members as per Table here in below. The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows:

Composition of Nomination and Remuneration Committee

The committee comprises the following directors as on 31^st March, 2025:

Sr. No. Name of Director	Position	Nature of Directorship
1. Mr. Navneet Kumar	Chairperson	Independent Director
2. Mr. Keshav Ahuja	Member	Independent Director
3. Mrs. Nidhi Bedi	Member	Non-Executive (Non -Independent) Director

The Company Secretary of our Company acts as the Secretary of the Nomination and Remuneration Committee.

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To 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.

3. To ensure that—

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

Nomination and Remuneration Policy:

The Company has duly formulated the Nomination & Remuneration Policy which is also available at the Companys website:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company.

C. STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.

The Committee comprised of 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said Committee along with their meetings held/ attended is as follows:

Composition of Stakeholders & Relationship Committee

The committee comprises the following directors as on 31^st March, 2025:

Sr. No. Name of Director	Position	Nature of Directorship
1. Mr. Keshav Ahuja	Chairperson	Independent Director
2. Mr. Navneet Kumar	Member	Director
3. Mrs. Nidhi Bedi	Member	Non-Executive (Non -Independent) Director

The Company Secretary of our Company acts as the Secretary of the Stakeholder & Relationship Committee.

15. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

• Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out annual performance evaluation of its own performance.

• The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation.

• The directors individually as well the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, experience and expertise, performance of specific duties and obligations etc. were carried out.

• The Directors expressed their satisfaction with the evaluation process and outcome. The performance of each of the non-independent directors was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

16. CORPORATE GOVERNANCE REPORT:

"Corporate Governance Practices Are Reflection of Value Systems and which Invariably Includes our Culture, Policies and Relationships with our Shareholders."

Integrity and transparency are key factors to our governance practices to ensure that we achieve and will always retain the trust of our stakeholders. Corporate Governance is about maximizing Shareholders value legally, ethically, and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in corporate governance. We also endeavour to enhance long-term shareholder value and respect- minority rights in all our business decisions.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 the compliance of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is not applicable for a company having:

o Paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding financial year.

o A listed entity which has listed its specified securities on the SME Exchange.

For the reporting period, company was an unlisted company and further securities of the Company listed at SME EMERGE Platform of National Stock Exchange Limited (NSE) on 21^st May, 2024. Therefore, Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

17. CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with:

• Net worth of Rs. 500 Crores or more, OR

• Annual turnover of Rs. 1000 Crores or more, OR

• Net profit of Rs. 5 Crores or more, during previous year is required to constitute a CSR Committee. Mandeep Auto Industries Limited does not fall in any of the above criteria during the year 2023-24.

Therefore, it is not mandatorily required to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

We also feel strongly about giving back to our community. We believe everybody deserves to be treated with dignity and respect, regardless of their personal circumstances, and offered the skills, knowledge and assistance they need to help themselves lead healthy and productive lives.

18. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behaviour.

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.

The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at https://www.mandeepautoindustries.com/.

19. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide decisions on risk related issues.

In todays Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The Company has formulated a policy for Risk management with the following objectives:

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

• Define the organizational structure for effective risk management.

• Develop a "risk" culture that encourages all employees to identify risks and associated.

• Opportunities and to respond to them with effective actions. Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Companys human, physical and financial assets.

20. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

As per the notes to financial statement annexed hereunder.

21. AUDITORS:

A. STATUTORY AUDITORS:

The Auditors Report for the financial year ended March 31, 2025 forms part of this Annual Report and is attached to the Directors Report does not contain any qualification, reservation or adverse remarks. There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

At their Board meeting held on Thursday, 14th November 2024, the Board of Directors recommended the appointment of M/s V.N. Purohit & Co. (FRN: 304040E) as the Statutory Auditors of the Company for a term of five financial years, from FY 2024-25 to FY 2028-29. A resolution for the appointment of M/s V.N. Purohit & Co. as Statutory Auditors was placed before the shareholders for approval.

The members of the company at their Annual General Meeting held on 26^th December, 2024 had appointed M/s V.N. Purohit & Co. (FRN: 304040E), Chartered Accountants, having their office at 214, New Delhi House, 27, Barakhamba Road, New Delhi - 110001, as Statutory Auditors of the Company for the financial years from 2024-25 to 2028-29.

B. SECRETARIAL AUDITORS:

M/s Sumit Bajaj & Associates, Practicing Company Secretaries (M. No.: 45042 and COP.: 23948) appointed as Secretarial Auditor on 06^th March, 2025 for the Financial Year 2024-25. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025, is annexed herewith as Annexure-II. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

C. INTERNAL AUDIT:

Mr. Nishant Sharma Proprietor of M/s Vyom Advisors was appointed as Internal Auditor of the Company for the financial year 2024-25 on 06^th March, 2025 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014. The Report of the Internal Auditors is reviewed by the Audit Committee.

D. COST AUDIT:

The Provision is not applicable to the company for the reporting financial year.

22. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

23. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to March 31, 2025 and accordingly such accounts and records were not required to be maintained.

24. ANNUAL RETURN / WEB ADDRESS OF ANNUAL RETURN:

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 202 5 is available on the Companys website https://www.mandeepautoindustries.com/.

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

At Mandeep Auto Industries Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Mandeep Auto Industries Limited, every individual is expected to treat his/her colleagues with respect and dignity.

The Company also has in place "Prevention of Sexual Harassment Policy". This Anti- Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Policy also includes misconduct with respect to discrimination or sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

During the year under review, the company had less than ten employees. Hence the company is not required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the year:

. No. of complaints received: NIL . No. of complaints disposed of: NA

26. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Board of Directors of the Company, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control.

The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis.

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring:

• Orderly and efficient conduct of its business,

• Adherence to the respective companys policies,

• Safeguarding of its assets,

• Prevention and detection of frauds and errors,

• Accuracy and completeness of the accounting records,

• Timely preparation of reliable financial information, as required under the Act.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT UNDER REGULATION 34 READ WITH SCHEDULE V:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate section, forming part of as an Annexure III of Board Report.

28. COMPLIANCE WITH SECRETERIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS-1 & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section2(76) of the Companies Act, 2013 were in the ordinary course of business on arms length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith as per "Annexure-IV"

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companys Website at https://www.mandeepautoindustries.com/.

30.PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. No. Particulars	Remarks
1 The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year	During the financial year 2024-2025, total remuneration of ?44.1 lakhs was paid to all Directors and Key Managerial Personnel. There was more than a 50% increase in the remuneration of Directors. Detailed disclosures form part of the Notes to Accounts.
2 The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the financial year	The Directors received an increase of approximately 50% in remuneration. No increment was provided to the CFO and CS due to mid-year appointment and cessation.
3 The percentage increase in the median remuneration of employees in the financial year	There was no percentage increase in the median remuneration of employees during the financial year, as 5 personnel (including 3 Directors and 2 KMPs) joined and resigned during the year.
4 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof	There was no increase in the remuneration of employees other than managerial personnel. The managerial remuneration witnessed an increase of approximately 50%, attributed to performance and expanded responsibilities. No exceptional circumstances were present beyond business requirements.
5 Affirmation that the remuneration is as per the remuneration policy of the Company	The Company affirms that the remuneration paid during the financial year is in accordance with its Remuneration Policy.
6 The number of permanent employees on the rolls of the Company	As on 31st March 2025, there were 5 permanent employees on the rolls of the Company.

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakhs and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Nil

30. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no instance of fraud during the year under reporting period, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

31. 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 REASONS THEREOF:

During the reporting period, no such valuation has been conducted in the financial year.

32. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT OF NON-DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

However, as a company being listed on the SME platform of the Stock Exchange, Corporate Governance regulations are not applicable to the company and hence no Certificate for the same from the Practising Company Secretary is applicable to the company.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal which could affect the going concern status and Companys operations in future.

34. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A. Conservation of Energy:

The steps taken or impact on conservation of energy:

The Company applies a strict control system to monitor day by day power consumption in an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage as far as possible.

B. Technology Absorption:

1. The Company has not made any special effort towards technology absorption. However, the company always prepared for update its factory for new technology.

2. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable

8. The expenditure on Research and Development: Not Applicable

35. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange Earnings and Expenses as under:

PARTICULARS	2024-25
Foreign Exchange Earnings	NIL
Foreign Exchange Outgo	NIL

36. DIRECTORS RESPONSIBILTY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received

from the management, the directors hereby confirm that:

(a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) we have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

(d) we have prepared the annual accounts on a going concern basis;

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

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

37. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

38. INSOLVENCY AND BANKRUPTCY CODE 2016:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. CREDIT RATINGS:

Your Company being an SME Listed Company does not require obtaining credit rating for its securities.

40. REGISTRAR AND SHARE TRANSFER (RTA) AGENT INFORMATION:

M/s. Cameo Corporate Services Limited Regd. Office: Subramaniam Building, 1,

Club House Road, Chennai-600 002 Phone: 28460390 (5 Lines), 40020700 E-mail: cameo@cameoindia.com Website: www.cameoindia.com SEBI Registration Number: INR000003753

41. WEBSITE OF THE COMPANY:

Company maintains a website https://www.mandeepautoindustries.com/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

42. ACKNOWLEDGEMENT AND APPRECIATION:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors of Mandeep Auto Industries Limited

Date: 01.09.2025	Rajveer Singh Bedi	Gurpal Singh Bedi
Place: Faridabad	Director	Managing Director
	DIN:10123159	DIN:06838497