Manglam Infra & Engineering Ltd Directors Report

2. OPERATIONS AND PERFORMANCE REVIEW

For the year under review, the company faced a decline in profitability despite achieving a reasonable revenue figure. The revenue from operations was 4518.16 Lakhs, and total expenses amounted to 4225.20 Lakhs. As a result, the company reported a Profit After Tax (PAT) of

293.25 Lakhs. The revenue of 4518.16 Lakhs reflects consistent operational activity, driven by our services. However, while revenue growth was stable, the overall profitabilitydid not show a significant

Total expenses for the year stood at 4225.20 Lakhs, which includes various operational and fixed costs.

Increased operational costs, and other external factors contributed to the rise in total expenses, which in turn affected the overall profit margin. The Profit After Tax (PAT) of 293.25 Lakhs represents a decrease when compared to the previous financial year. This decline in profit can primarily be attributed to higher operational expenses and increased costs across various functions, impacting the overall profit margins despite stable revenue generation.

The Board and management are actively engaged in addressingincreasecomparedtotheprevious year.the underlying causes of the cost increase. Strategic initiatives are underway to optimize operations, enhance productivity, and drive cost efficiencies across all functions. The company is confident that these steps will improve profitability in the coming year and position it for sustainable growth in the long term.

Your directors remain fully committed to enhancing shareholder value by carefully managing costs, improving operational performance, and pursuing growth opportunities that align with the companys long-term objectives.

3. INITIAL PUBLIC OFFER OF EQUITY SHARES AND LISTING

The Company applied to Emerge Platform of National Stock Exchange Limited ("NSE") for in-principle approval for listing its equity shares on the SME Platform of the NSE. The National Stock Exchange Limited has, vide its letter dated, May

15, 2024, granted its in- principle Approval to the Company.

The Company successfully concluded its Initial Public Offering (IPO) on July 26, 2024, following the issue opening on July 24, 2024. The IPO comprised the issuance of 49,32,000 equity shares of face value 10 each at an issue price of 56 per share (including a share premium of 46 per share), aggregating to a total issue size of 2,761.92 lakhs. The response from investors was overwhelming. We are pleased to inform you that the allotment for the IPO was completed on July 29, 2024, with the shares ranking pari-passu with the existing shares. The Company received listing approval from NSE vide letter dated July 30, 2024, and trading commenced on the NSE Emerge Platform on July 31, 2024.

4. UTILIZATION OF IPO PROCEEDS

As per the objectives stated in the Prospectus, the IPO proceeds are being utilized as follows and there are no deviation(s) or variation(s) in respect of the utilization of the proceeds of the Initial Public Offer by the

Company as per Regulation 32(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015:

5. DIVIDEND:

To strengthen the financial position of your directors have decided not to recommend any Dividend for the year under review.

6. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8 (5) (ii) of the Companies (Accounts) Rules, 2014. Your Company continues to remain in the same business.

7. SHARE CAPITAL OR CAPITAL STRUCTURE

As on March 31, 2025, the authorised equity share capital of the Company stood at 20 ,00,00,000/- (Rupees Twenty Crore Only) comprising 2,00,00,000

(Two Crore) Equity Shares of Rs. 10/- each the Company, As on March 31, 2025, the paid-up equity share Capital of the Company as at 17,59,67,000/- (Rupees Seventeen Crore Fifty-Nine Lakhs Sixty-Seven Thousand Only) divided into 1,75,96,700 (One Crore Seventy-Five Lakh Ninety Six Thousand Seven Hundred) Equity Shares of Rs. 10/- each. During the period under review, the Company has allotted 49,32,000 (Forty-Nine Lakh Thirty-Two Thousand) equity shares of face value of 10 each of the Company, pursuant to initial public offer on July 29, 2024. subsequently listing on the SME Platform of the National Stock Exchange of India Limited ("NSE EMERGE") on July 31, 2024

Further, during the financial Year 2024-2025: i. Issue of equity shares with differential rights

As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights. ii. Issue of sweat equity shares

As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares. iii. Issue of employee stock options

As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option. iv. Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them

8. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserve.

9. ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2025 is available on the Companys website at https://www.manglaminfra.com/ investors

In accordance with the relevant provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has an appropriate mix of Executive Directors, Non-Executive Directors, and Independent Directors. The Board consists of 5 directors out of which 2 are executive directors, 2 are independent directors and 1 is non-independent non-executive director. The chairman of the board of directors of the Company, Mr. Yogendra Kumar Singh is an executive director. The Board includes Ms. Divyani, in compliance with the requirement to have a woman director. The list of directors and KMPs as on March 31, 2025, are as under:

under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

In Accordance to Section 152 of the Companies

Act, 2013, at least two third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation. The Independent Directors are not subject to retirement by rotation and serve for a fixed period of office that does not exceed five years from the date of appointment. Accordingly, pursuant to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ajay Verma (DIN- 07129690), Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re appointment.

The Board of Directors recommends their reappointment. The annexure to the notice calling the upcoming Annual General Meeting contains a brief resume and other information about Mr. Ajay Verma (DIN- 07129690), who is recommended for re-appointment. This information is required to be disclosed under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. iii. Changes occurred in Board of Directors and Key Managerial Personnel (KMPs) of the Company, during the year under review CHANGES IN DIRECTORS

Mr. Vijay Kumar Amar (DIN: 07129656), has tendered his resignation as a Non-Executive - Independent Director of the Company w.e.f. January 15, 2025. Mr. Diwakar Chaudhary (DIN: 10797018) was appointed as an Additional Director (Non-Executive, Independent) of the Company based on the recommendation of the Nomination and Remuneration Committee for a term of 5 years with effect from February 03, 2025 to February 02, 2030, subject to approval of the shareholders of the Company.

Mr. Krishna Pratap Singh (DIN: 05240506) was appointed as an Additional Director (Non-Executive, Independent) of the Company based on the recommendation of the Nomination and Remuneration Committee for a term of 5 years with effect from February 03, 2025 to February 02, 2030, subject to approval of the shareholders of the Company Mr. Vinod Chandra Semwal (DIN: 03100338) has tendered his resignation as a Non-Executive - Independent Director of the Company, effective from closure of business hours on February 06, 2025 Mr. Sanjay Chaudhary (DIN: 10344415) has tendered his resignation as a Non-Executive - Independent Director of the Company, w.e.f closure of business hours on February 06, 2025

Mr. Sonu Kumar Gupta has tendered his resignation as Chief Financial officer of the Company with effect from the close of business hours on December 02, 2024. Mr. Sanjay Kumar was appointed as Chief

Financial Officer (CFO) & Key Managerial

Personnel (KMP) of the Company with effect from Saturday, March 01, 2025.

According to Regulation 16(1)(b) of the SEBI Listing Regulations, when read in conjunction with Section 149(6) of the Act and the rules promulgated thereunder, Independent Directors are Non-Executive Directors. They have declared that they are not aware of any circumstance or event that may reasonably be expected to affect or impair their ability to carry out their obligations in line with Regulation 25(8) of the SEBI Listing Regulations. The Board believes the Independent Directors meet the requirements for independence as stated in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations, and that they are independent of the management, based on the declarations received from them and after giving them due consideration.

Additionally, in compliance with Section 150 of the Act and Rule 6 of the Companies (Appointment

& Qualification of Directors) Rules, 2014, the Independent Directors have confirmed that they have enrolled in the Indian Institute of Corporate Affairs Independent Directors Databank.

In accordance with the provisions of the Companies Act of 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations of 2015, the company has developed a program through which the Independent Directors becomes familiar with the companys business model, industry in which it operates, and other aspects of their roles, rights, and responsibilities.

The Board of Directors has adopted a Code of Conduct for Directors and Senior Management of the Company. An annual affirmation with the Code of Conduct is taken from all the Directors and Senior Management members of the Company to whom the Code applies. The Code of Conduct has also been posted at the website of the Company https://www.manglaminfra.com

Pursuant to Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations, all Independent Directors of the Company have given a declaration that they meet the criteria of Independence.

The Independent Directors have also confirmed that they have complied with the Companys code of conduct. In the opinion of the Board of Directors, the Independent Directors fulfill the conditions specified in the Companies Act, 2013 and the

SEBI Listing Regulations and are independent of the management. In the opinion of the Board, the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Company.

The Board of Directors has carried out an annual evaluation of its own performance, and the performance of board committees and individual directors pursuant to the provisions of the Companies Act, 2013.

Further, pursuant to the Provisions of Section 134(3) (p) of the Companies Act, 2013, the Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation process for the Board, its Committees and Director including the Independent Director The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board. The Board members had submitted to Nomination and Remuneration Committee, their response on a scale from 5 (Strongly Agree) to 1 (Strongly disagree) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee Meetings.

The Independent Directors of the Company met separatelywithoutthepresenceofNon-Independent Directors and the members of management and reviewed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairperson of the Company after taking into consideration the views of Executive and Non-Executive Director The Directors expressed their satisfaction with the evaluation process. It was further acknowledged that every individual Member and Committee of the Board contributed its best in the overall growth of the organization.

In accordance with the SEBI (Prohibition of Insider Trading) Regulation, 2015, The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the insider trading policy have been disclosed on the Companys website at the following link: https://www.manglaminfra. com. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code.

The Code requires a Trading Plan and pre-clearance for dealing in the Companys shares, and it prohibits the Directors and designated employees from purchasing or selling Company shares while in possession of unpublished price sensitive information about the Company or while the Trading Window is closed. However, no such cases occurred in the Company during 2024-25. ofDirectors

The Board of Directors met ten times during the financial year 2024-2025, to consider and approve various matters including approvals required for the IPO process. The meetings were held on 13.05.2024, 09.07.2024, 11.07.2024, 17.07.2024, 23.07.2024, 27.07.2024 29.07.2024, 13.11.2024, 03.02.2025 and 01.03.2025. Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and Secretarial Standards issued by the Institute of Company Secretaries of India ("Secretarial Standards").

Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations, the Independent Directors met on May 13, 2024 without the presence of Non-Independent Directors and members of the management and have interalia, assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in ‘Annexure-I and form part of this report

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of listed entity which has listed its specified securities on the

SME Exchange.

Your Company is listed on SME Platform of National Stock Exchange of India Ltd., therefore, regulation 27 (2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is not applicable. However, the corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

In accordance with provisions of Regulation 34(2)

(f) of SEBI Listing Regulations the Company being SME listed, requirement of Business Responsibility and Sustainability Report is not applicable to the Company

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

They 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 of the Company for that period; They 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;

They have prepared the Annual Accounts for the financial year ended March 31, 2024 on a going concern basis; They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year under review, a total of two (02) complaints/grievances were received on the Scores Portal (SEBI Complaints Redressal System) / NSE Portals/ODR Portal from Investors / Stakeholders. These complaints primarily pertained to refunds due to non-allotment of shares during the Initial Public Offering (IPO). All complaints were duly addressed and resolved within the prescribed time frame as per regulatory requirements.

The Company has a proper mechanism in place for the redressal of investors grievances and related matters. Relevant details regarding the grievance redressal process are available on the Companys website at: https://www.manglaminfra.com/investors.

The Stakeholders Relationship and Grievance Committee convened a meeting on 13.05.2024 and 13.11.2024. The necessary quorum was present for all the meetings.

Composition of the SRC and attendance details of the members for the period as given below:

* Mr. Vinod Chandra Semwal resigned on February 6, 2025 ** Mr. Krishna Pratap Singh were Appointed on February 3, 2025 ii. Audit Committee

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and comprises of three qualified members (i.e. 2 Non-Executive Independent Directors and 1 Executive

Director).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. Duringthefiscal fivetimes to discuss a variety of issues.yearunderreview,theAuditCommitteemet

The meetings were held on 13.05.2024, 09.07.2024, 11.07.2024, 13.11.2024 and 01.03.2025. The necessary quorum was present for all the meetings.

Composition of the Audit Committee and attendance details of the members for the period as given below:

** Mr. Diwakar Chaudhary and Mr. Krishna Pratap Singh were appointed on February 3, 2025. iii. Nomination And Remuneration Committee (NRC)

The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section

178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Two (2)

Independent Directors and One (1) Non-Executive Director.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the year under review, the Nomination and Remuneration Committee met four times. The meetings were held on 13.05.2024, 09.07.2024, 03.02.2025 and 01.03.2025. The necessary quorum was present for all the meetings.

Composition of the NRC and attendance details of the members for the period as given below:

** Mr. Diwakar Chaudhary and Mr. Krishna Pratap Singh were appointed on February 3, 2025.

*** Mrs. Divyani Singh was appointed as committee member on November 13, 2024.

RAHUL SOMYA & COMPANY, Chartered Accountant, Gwalior, (Firm Reg. No. 023870C) were appointed as Statutory Auditors of the

Company for 5 (five) consecutive years, at the

01^st Annual General Meeting held on July 20,

2024, for five years till the conclusion of 06 ^th Annual General Meeting to be held for the year ended on 31/03/2029. Accordingly, they have conducted Statutory Audit for the F.Y. 2024-25.

The Statutory Auditors have confirmed that they are not disqualified from continuing as

Auditors of the Company and shall continue to be Statutory Auditors for the F.Y. 2024-25.

As required under Regulation 33(1)(d) of the SEBI (LODR) Regulation, 2015, the auditor has confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor have expressed their unmodified opinion on the financial statements and in his report, there are no qualifications, reservations or adverse remarks or disclaimers made by

Statutory Auditors on the financial accounts of the Company for the financial year under review. ii. Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 the Company is required to undertake the Secretarial Audit pursuant to listing of equity shares on Emerge Platform of NSE on July 31, 2024. The Company has appointed M/S R.S. SHRIVASTAVA & ASSOCIATES, Company Secretaries, Bhopal as Secretarial Auditor at the Board Meeting held on March 01, 2025 for the financial year

2024-2025.

The Secretarial Audit Report issued by M/S R.S. SHRIVASTAVA & ASSOCIATES, Company Secretaries 2024-2025 does not contain any qualifications or adverse remarks. The Secretarial

Audit report is annexed to the Director Report in Form MR-3 as ‘Annexure -II. iii. Cost Auditors

Pursuant to Section 148 of the Companies Act,

2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company. iv. Internal Auditors

According to the Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, pursuant to listing of equity shares on Emerge Platform of NSE on July 31, 2024; the Company is required to undertake the Internal Audit for the financial year 2024-2025. The Company has appointed M/S NEHA VERMA & ASSOCIATES, having FRN: 034633C, Chartered Accountants, Bhopal, as Internal Auditor at the Board meeting on

November 13, 2024 for the financial year 2024-

2025.

Statutory Auditor: The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors. Secretarial Auditor: There are no observations from secretarial auditors in their report, the report is self- explanatory and does not call for any further comment by the Board of Directors.

Internal Auditor: The management has replied on the observations made by the internal auditor. The changes suggested by the internal auditor in the accounting system will be taken care from the current financial year.

During the year under review, the Statutory Auditors, and Secretarial Auditors have not reported any instances of fraud committed in the

Company by its officersor employees under Section

143(12) of the Companies Act, 2013

In compliance with Section 135 of the Companies Act, 2013 and the regulations outlined therein, a CSR Policy has been implemented to guarantee social responsibilities. The CSR Policy is available for download at the companys website https://www.manglaminfra. com/investors

Due to the companys profitability and turnover, your company was mandated by section 135 of the Companies Act, 2013 and its implementing regulations to carry out CSR expenditure in 2024-

2025. The Company has incurred a number of expenditures under the banner of "Corporate Social Responsibility which has been provided in ‘Annexure-III that are compliant with both Schedule VII of the Companies Act of 2013 and the Companys CSR Policy Further, as per the provisions of section 135 (9) of the Companies Act, 2013, where the amount to be spent by a company does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of the company

During the year under review, the Company has not made any investments or given any loans or guarantees or provided any security in connection with a loan to any person or body corporate, as defined under Section

186 of the Companies Act, 2013.

All Related Party Transactions that were entered into during the financial year under review, were on an arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and applicable rules and regulations.

There were no materially significant transactions that could have potential conflict with the interest of the Company at large. Prior omnibus approval of the Audit Committee is obtained for transactions that are repetitive in nature or when the need for these transactions cannot be foreseen in advance. There have been no instances where the Board has not accepted any recommendation of the

Audit Committee, during the financial year 2024-25.

Details of transactions with Related Parties as required under Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in ‘Annexure-IV in Form AOC 2 and forms part of this Report. The

Company has adopted a policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link https:// www.manglaminfra.com/assets/images/10.%20 POLICY%20ON%20RELATED%20PARTY%20 TRANSACTIONS.pdf

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository System Limited (CDSL). As of March 31, 2025, a total of 1,75,96,700 equity shares of the Company were held in dematerialized form through NSDL and CDSL. Furthermore, 100% of the shareholding of the Promoters and Promoter

Group is in dematerialized form, in compliance with

Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Following is the status of the securities as of March 31, 2025:

The ISIN No. allotted to the Company is INE0R3101011 and Registrar and Share Transfer Agent is Bigshare Services Private Limited. related party

The Company has paid the listing fees to NSE Limited for the year 2025-26.

The company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013 also no unsecured loan accepted from its directors and relative of directors under sub rule 1 clause (C) sub clause (VIII) of rule 2 of Companies (Acceptance of Deposits) Rules 2014.

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

During the year, the total foreign exchange used was Nil and the total foreign exchange earned was Nil

The Board of Directors has framed the policy on Nomination & Remuneration which lays down the framework in relation to the selection, appointment and remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. The salient features of the Policy as approved by the Board are as follows: Appointment of the Directors and Key Managerial Personnel of the Company.

Fixation of the remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

Formulate a criterion for determining qualifications, positive attributes and independence of a director.

Specify methodology for effective evaluation of performance of Board/committees of the Board and review the terms of appointment of Independent Directors on the basis of the report of performance evaluation of the Independent

Director

To ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspective and gender in the Board.

Undertake any other matters as the Board may decide from time to time.

The Nomination & Remuneration Policy has been posted on the Companys website at https://www.manglaminfra.com/assets/ images/34.%20NOMINATION%20AND%20 REMUNERATION%20POLICY.pdf 32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Accordingly, Under Section 177 of the Companies Act, 2013 and other applicable rules and regulations if any, your Company has designed a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. inter alia, provides for a mandatory requirement for all listed companies to formulate a Vigil Mechanism for

Directors and employees to report their genuine concerns to the management instances of unethical behavior. The Vigil Mechanism/Whistle Blower Policy has been posted on the Companys website at https://www.manglaminfra.com/assets/ images/9.%20VIGIL%20MECHANISM%20%20 %20WHISTLE%20BLOWER%20POLICY.pdf

The Company has adopted measures concerning the development and implementation of a Risk Management System in terms of Section 134(3) (n) of the Companies Act, 2013 and in line with the Risk Management Policy of the Company, after identifying the elements of risks which, in the opinion of the Board, may threaten the very existence of the Company itself. The Company has an elaborate process of identification, and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities.

Your Company has a comprehensive Enterprise Risk Management framework to periodically assess risks in the internal and external environments and incorporate mitigation plans in its business strategy and operation plans.

The risk management process in our business, multi-site operations, over the period of time will become embedded into the Companys business systems and processes, such that our responses to risks remain current and dynamic. Major risks identified are systematically addressed through mitigating actions on a continuing basis.

During the year under review, no Company became or ceased to be subsidiaries, joint ventures or associates of the Company. There are no subsidiaries, joint ventures or associates of the Company.

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

The internal financial control systems are commensurate with the size and nature of its operations.

All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read withtheRulesissuedthereunderyourCompanyhas a well-structured Nomination and Remuneration Policy in place which laid down the criteria for competencies, determiningqualifications, positive attributes, independence for appointment of Directors and remuneration of Directors, KMP and other employees.

The Disclosures with respect to the Remuneration of Directors, KMPs and Employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with, a statement containing particulars of Employees as required under Section 197 of Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked as ‘Annexure-V and form part of this report

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

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 Protection Fund (IEPF) established by the Central Government of India.

There were no significant passed by the regulators, courts or tribunals which would impact the going concern status of the Company and the Companys future operations.

The Company has always believed in providing a safe and harassment-free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment, including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been set up in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Following are the details of sexual harassment cases for the financial year 2024-25:

Number of complaints of sexual harassment received in the year - Nil

Number of complaints disposed off during the year - Nil Number of cases pending for more than ninety days- Nil.

The Company has duly complied with the applicable provisions of the Maternity Benefit Act,

1961. All eligible women employees have been extended the statutory benefits as prescribed under the said Act.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. and material orders

During the financial year under review, the disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

The Companys assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

The financial statements are prepared in accordance with Accounting Standards (AS). The AS are prescribed under section 143(10) of the Companies Act, 2013, read with Companies (Accounting Standards) Rules, 2021 as applicable and as amended from time to time.

The Company takes pride in the commitment, competence, and dedication of its employees across all areas of the business. It remains committed to

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, and government as well as non-government agencies. The Board wishes to place on record its appreciation for the contribution made by employees of the Company during the year under review. The Company has thrived through the competence, hard work, solidarity, cooperation, and support of employees at all levels. Your directors thank the customers, clients, vendors and other business associates for their continued support in the Companys growth.

nurturing, developing, and retaining top talent through robust learning and organizational development initiatives. These efforts, led by the Corporate Human Resources function, serve as a critical pillar in supporting sustainable growth and ensuring long-term success.

As on the closure of the Financial Year 2024

2025, the total number of employees stood at 298, comprising: Female employees: 23 Male employees: 275 Transgender employees: Nil

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.