Manjeera Constructions Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the Thirty-Eighth Annual Report together with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS

An overview of the financial performance of your Company on standalone basis for the year 2024-25 is as under:

Particulars	Standalone
	FY 2024-25	FY 2023-24
Revenue from operations	122.739241	749.63
Other Income	18.50134	550.33
Total Income	141.240581	1299.96
Less: Total Expenditure	690.441109	1946.24
Profit before Interest, Depreciation and tax	-549.2005284	(413.87)
Less: Interest and Financial Expenses	0	202.47
Less: Depreciation	30.551850	29.94
Profit Before share of profit in Associates	-549.2005284	(646.28)
Share of Profit in Associates	-	-
Profit Before Tax	-549.2005284	(646.28)
Tax Expense	1.805532
Current Tax	-	-
Tax for Previous Year	-	-
Deferred Tax	1.805532	(129.61)
Net Profit/(loss) after Tax	-551.006060	(516.67)
Proposed Dividend / Dividend paid	-	-
Tax on Dividend paid	-	-
Other Equity	41,200.82	7903.04
Paid Up Equity share Capital	1,250.84	1250.84

OPERATIONAL PERFORMANCE REVIEW

The financial statements for the Financial Year 2024-25 have been prepared in accordance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed analysis of the operational and financial performance of the Company is provided in the Management Discussion and Analysis Report forming part of this Annual Report.

CORPORATE INSOLVENCY RESOLUTION PROCESS AND APPROVAL OF RESOLUTION PLAN

The Company continued to remain under the Corporate Insolvency Resolution Process during the financial year under review pursuant to the order passed by the Honble National Company Law Tribunal, Hyderabad Bench under Section 7 of the Insolvency and Bankruptcy Code, 2016.

Consequent upon commencement of CIRP, the powers of the Board of Directors stood suspended and the affairs of the Company were managed by the Resolution Professional in accordance with Sections 17 and 23 of the Insolvency and Bankruptcy Code, 2016.

Subsequently, the Honble National Company Law Tribunal, Hyderabad Bench, Court-II, approved the Resolution Plan submitted by the Successful Resolution Applicants under Section 31 of the Insolvency and Bankruptcy Code, 2016 vide its Order dated 26th March, 2025.

Pursuant to implementation of the approved Resolution Plan, a new Board of Directors has been constituted for carrying forward the affairs of the Company and implementation of the Resolution Plan.

STATE OF COMPANYS AFFAIRS

The affairs of the Company are duly managed by the Company.

CHANGE IN NATURE OF BUSINESS

During the period under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The approval of the Resolution Plan by the Honble National Company Law Tribunal constitutes a material event affecting the financial position and future operations of the Company.

Further, implementation activities pursuant to the approved Resolution Plan, including satisfaction of certain charges and restructuring of liabilities, have commenced after the close of the financial year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Honble National Company Law Tribunal, Hyderabad Bench, Court-II, vide its Order dated 26th March, 2025 approved the Resolution Plan under Section 31 of the Insolvency and Bankruptcy Code, 2016.

The approved Resolution Plan has become binding upon the Company and all its stakeholders in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016.

DIVIDEND

In view of the financial position of the Company and ongoing implementation of the approved Resolution Plan, your Directors do not recommend any dividend for the Financial Year 2024-25.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution policy as stipulated under Regulation 43A of the Listing Regulations is not required to be disclosed in the annual report and on the website of the Company as the provisions of the said regulation are not applicable to your Company.

TRANSFER TO RESERVES

No amount is proposed to be transferred to the General Reserve for the Financial Year 2024-25.

LISTING OF EQUITY SHARES

The securities of the Company are listed at BSE Limited (BSE). Further, the Company has no equity shares carrying differential rights.

SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31, 2025 stood at Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2025 stood at Rs. 12,50,84,000/- divided into 1,25,08,400 Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options or sweat equity shares.

NUMBER OF BOARD MEETINGS

The company had held 4 Board Meetings during the year, July 25, 2024, November 29, 2024, December 25, 2024 and February 24, 2025.

COMMITTEES OF THE BOARD

The Board of Directors of your Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, prior to CIRP period.

The composition of the Committees in compliance with the applicable provisions of the Act and Rules is as given below:

Audit Committee: -

The Audit Committee comprises of four Directors:

Mr. DLS Sreshti

Mr. K Krishna Murty Ms. G Veena

The Audit Committee of the Board of Directors was constituted in conformity with the requirements of Section 177 of the Act and regulation 18 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.

Nomination & Remuneration Committee: -

The Nomination & Remuneration Committee comprises of three Directors:

Mr. DLS Sreshti

Mr. K. Krishna Murty Ms. G Veena

The Nomination and Remuneration Committee of the Board of Directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.

Stakeholders Relationship Committee: -

The Stakeholders Relationship Committee comprises of three Directors:

Mr. K. Krishna Murty Mr. DLS Sreshti Ms. G Veena

The Stakeholders Relationship Committee of the Board of Directors was constituted in conformity with the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations and its role has been the same as stipulated in the Act and the Regulations mentioned above.

PUBLIC DEPOSITS

As per the provisions of Section 73 of the Companies Act, 2013 read along with Companies (Acceptance of Deposits) Rules, 2014,

a) the Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as on March 31, 2025.

b) the Company does not have any unclaimed or unpaid deposits at the end of the year under review or any other previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2025, your Companys Board of Directors ("Board") has 5 members comprising of two NonExecutive, one Executive, one Women Director and two Independent Directors.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

No changes during the financial year under review BOARD EVALUATION AND FAMILIRIZATION PROGRAMME

The Company had conducted Board evaluation

PERFORMANCE INDICATORS FOR EVALUATION OF INDEPENDENT DIRECTORS:

As the Company is in the process of constituting an optimum Board structure including appointment of Independent Directors pursuant to implementation of the approved Resolution Plan, no separate meeting of the Independent Directors was held during the financial year under review.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys Policy on Directors Appointment and Remuneration and other matters pursuant to Section 178(3) of the Companies Act, 2013 is available on the website of the Company at www.manjeera.com

The Remuneration Policy for selection of Directors and determining Directors independence set out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of your Company.

THE CRITERIA FOR THE APPOINTMENT OF DIRECTORS, KMPS AND SENIOR MANAGEMENT

A person for appointment as Director, KMP or in senior management should possess adequate qualifications, expertise and experience. The Nomination and Remuneration Committee decides whether qualification, expertise and experience possessed by a person are sufficient for the concerned position. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee and after proper evaluation recommends to the Board, his / her appointment.

The Committee, while identifying suitable persons for appointment to the Board, will consider candidates on merit against objective criteria and with due regard for the benefits of diversity on the Board.

The Nomination and Remuneration Committee shall assess the independence of Directors at the time of appointment, reappointment and the Board shall assess the same annually. The Board shall re-assess determination of independence when any new interests or relationships are disclosed by a Director.

The criteria of independence are as prescribed in the Act and the listing regulations and the Independent Directors shall abide by the Code specified for them in Schedule IV of the Act.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the implementation of the approved Resolution Plan, the Company is in the process of constituting an optimum Board structure including appointment of Independent Directors in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, as on the date of this Report, no declaration under Section 149(7) of the Companies Act, 2013 has been received from any Independent Director.

Consequently, the statement regarding the opinion of the Board with regard to integrity, expertise and experience (including proficiency) of the Independent Directors is presently not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors of the Company confirm that:

a. in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2024 of the profit and loss of the Company for the year ended on that date;

c. proper and sufficient care has been taken 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. the annual financial statements have been prepared on a going concern basis;

e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

As required under the provisions of Section 134(3) and of section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return for the FY 2024-25 is placed on the website of the Company i.e. www.manjeera.com.

STATUTORY AUDITORS

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s SVD & Associates, Chartered Accountants (Firm Registration No. 015405S) has been appointed as Statutory Auditors of the Company, to fill the casual vacancy caused due to vacancy of M/s. M. Bhaskara Rao & Co., Chartered Accountants, to hold office from the conclusion of 36^th Annual General

Meeting (AGM) till the conclusion of 37^th Annual General Meeting (AGM) of the Company to be held for the Financial Year 2023-24.

The Auditors Report for Standalone Financial Statements for the Financial Year 2023-24 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comments.

The Standalone Financial Statements doesnt contain any qualification, but the auditors of the Subsidiary Company "Manjeera Retail Holdings Private Limited" have expressed following Qualified Opinion, Disclaimer of Opinion and Emphasis of Matter which are reflected in the consolidated financial statements:

Observation

Management Views

REPORTING ON FRAUD

The Auditors have not reported any offence involving fraud committed against the Company by the officers or employees of the Company under sub section (12) of Section 143 to Board.

The Statutory Audit Report for the Financial Year 2024-25 forms part of the Annual Report.

COST AUDITOR

Your Company does not qualify for the eligibility norms of Companies (Cost Records and Audit) Rules, 2014 regarding appointment of Cost Auditor for conducting cost audit. Accordingly, Cost Audit was not conducted for the Financial Year 2023-24. However, the Company is maintaining adequate cost records as stated under the said rules.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS AND SECURITIES¹

The details of loans given, guarantees provided and investments made during the Financial Year ended on March 31, 2025 are enclosed in Annexure I to this Report in compliance with the provisions of Section 186 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014.

The particulars of aggregate loans, guarantees and investments under Section 186 of the Act are also disclosed in Financial Statements which may be read as part of this Report.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2024-25, your Company has entered into transactions with related parties as defined under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in ordinary course of Business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued thereunder and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

The details of the related party transactions as per Accounting Standard 18 are set out in Note 36 to the Standalone Financial Statements forming part of this report.

The particulars of contracts/arrangements made with related parties as required under Section 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

As the Company is not engaged in the manufacturing activity and at present it carries out the construction activities only, the prescribed information regarding compliance of rules relating to conservation of Energy & Technology absorption pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

The Company does not have any Foreign Exchange Earnings & Outgo during the Financial Year and hence provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(c) of the Companies (Accounts) Rules, 2014 regarding disclosure of Foreign Exchange Earnings & Outgo is not applicable.

COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the following policies which are available on Companys website i.e. www.manjeera.com

• Related Party Policy

• Risk Management Policy

• Policy on Material Subsidiary

• Code of Conduct Insider Trading

• Policy on Preservation of Documents

• Corporate Social Responsibility Policy

• Policy on Disclosure of Material Events

• Vigil Mechanism-Whistle Blower Policy

• Policy on Sexual Harassment of Employees

• Nomination and Remuneration Committee Policy

• Independent Directors Familiarization Programme

• Code of Conduct for the Board of Directors and Senior Management.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

INTERNAL FINANCIAL CONTROL SYSTEM

The details in respect of internal financial control and their adequacy are included in Management and Discussion & Analysis Report, which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations, the Company has Whistle blower Policy for Directors and employees to deal with instance of fraud and mismanagement, if any. The Whistle blower Policy has been uploaded on the website of the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

All amounts lying unclaimed in the dividend account has already been transferred to Investor Education and Protection Fund. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

The Company established a vigil mechanism for Directors and employees to report genuine concerns pursuant to Section 177 of the Act. The vigil mechanism provides for adequate safeguards against victimisation of employees who use such mechanism and for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The policy lays down the mechanism for making enquiry into whistle blower complaint received by the Company. Employees who may become aware of any alleged wrongful conduct are encouraged to make a disclosure to the Audit Committee.

The details of such mechanism are communicated to all the Directors and employees and the same is also disclosed on the website of the Company at www.manieera.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company has constituted Corporate Social Responsibility Committee (CSR) of the Board of Directors in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, and formulated a Corporate Social Responsibility Policy. However, as our Company ceases to be a company covered under subsection (1) of Section 135 of the Act for three consecutive financial years the composition of CSR Committee and requirements for complying with the provisions contained in sub- section (2) to (6) of the said section is not applicable to the Company/ not required by the Company.

The Company continues to have a Corporate Social Responsibility Committee. However, the company is not required to comply with the provisions contained in sub-section (2) to (6) of the section 135 as there are inadequate profit/losses in the previous 3 years i.e the company does not have net profit of rupees five core or more.

PARTICULARS OF EMPLOYEES

Table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III to this Report.

During the year none of the employees have received monthly or yearly remuneration more than the limit specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EMPLOYEE RELATIONS

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 should form an integral part of this Boards Report. The same has been appended as Annexure VI to the Report which gives details of the overall industry structure, economic developments, performance and state of affairs of your Company.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a separate report on Corporate Governance confirming the compliance of conditions of Corporate Governance is attached as Annexure VII to this report.

RISK MANAGEMENT POLICY

Your Company has a risk management policy in place. The policy works at various levels of the organization. Risk management process has been established and is designed to identify the elements of risk including those that may threaten the existence of the Company. Policy on Risk Management is available on the Companys website at the web link www.manjeera.com.

GREEN INITIATIVE IN CORPORATE GOVERNANCE BY HONBLE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to the members having email ids.

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

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules there under.

Pursuant to the POSH Act, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has generally complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, subject to the impact of the Corporate Insolvency Resolution Process and the implementation of the approved Resolution Plan, wherever applicable.

ACKNOWLEDGEMENT

Resolution professional would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Resolution professional gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges.

Resolution professional place on record their deep appreciation for the exemplary contribution made by the employees at all levels. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.