Manraj Housing Finance Ltd Directors Report

TO, THE MEMBERS OF,

MANRAJ HOUSING FINANCE LIMITED

Your Directors have pleasure in presenting the 36th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended as on March 31, 2026.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:

Particulars	2025-26 (Rs. in Lakh)	2024-25 (Rs. in Lakh)
Turnover	0	0
Other Income	4.29	54.29
Total Income	4.295	4.29
Total Expenses	52.26	20.65
Profit/Loss Before Taxation	(47.97)	33.64
Less: Tax Expense	0	0
Profit/Loss after Taxation	(47.97)	33.64
Less: Transfer to General Reserve	0	0
Surplus/Deficit carried to Balance Sheet	(47.97)	33.64
Earning per share (EPS)	(0.96)	0.67

2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

During the period under review, the Company did not carry out any business activities. However, the Company earned other income of 4.29 lakh during the year, as compared to 54.29 lakh in the previous year. After considering all expenses, the Company incurred a net loss of 47.97 lakh during the year under review, as against a net profit of 33.64 lakh in the previous year.

The management remains optimistic about the future prospects of the Company and is taking necessary steps to commence its business operations in the near future.

3. DIVIDEND:

The Board of Directors of the Company has not recommended any dividend for the financial year ended on 31st March, 2026.

4. TRANSFER TO RESERVES:

No amount has been transferred to the reserves account during the year.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

COMPOSITION

The composition of the Board of Directors is in due compliance with the Companies Act, 2013 and the SEBI Listing Regulations. The Board comprises of six directors viz. Executive, Non-Executive and Independent Directors including one-woman director. The details of the composition of the Board of Directors are given below:

Sr. No. Name of director	Designation	Date of Appointment
1. Mr. Ishwarlal Shankar Lal	Chairman & Managing Director	11/01/1990
2. Mr. Pramodkumar Nagichand Mehta	Director	25/09/2002
3. Mrs. Neetika Manish Jain	Director	31/03/2015
4. Mr. Vinod Suganchard Raka	Independent Director	09/07/2018
5. Mr. Piyush Ashok Bedmutha	Independent Director	31/08/2020
6. Mr. Subhash Champakal Bohra	Independent Director	11/01/2021

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr. Ishwarlal Shankarlal Jain, Managing Director, Mr. Sanjiv Kisan Wagh, Chief Financial Officer and Ms. Ayushi Ashok Kabra, Company Secretary & Compliance officer are the Key Managerial Personnel as on 31st March, 2026.

Director liable to retire to rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mrs. Neetika Manish Jain (DIN: 00394934), director, is liable to retire by rotation at the ensuing AGM of the Company and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment in the ensuing Annual General Meeting. The Notice convening the ensuing AGM sets out the required details.

Independence of directors

Your Companys Board consists of rich experience, professionals and visionaries who provide strategic direction and guidance to the organization.

As on 31st March, 2026, the Board comprised of three non-executive independent directors Mr. Vinod Suganchard Raka, Mr. Piyush Ashok Bedmutha and Mr. Subhash Champaklal Bohra.

6. MEETINGS:

During the financial year 2025-2026, total Five meetings of the Board of Directors were held. The intervening gap between the two meetings was within the period as prescribed under the Companies Act, 2013. Details of the meeting are as below:

S. No.	Date of Board Meeting	Strength of Board	No of Directors Present
1	28th May, 2025	6	6
2	04th August, 2025	6	6
3	30th August, 2025	6	6
4	10th November, 2025	6	6
5	30th January, 2026	6	6

Committees of the Board

The Companys Board has the following committees:

Audit Committee: Following is the composition of Audit Committee:

Sr. No.	Name of Director	Designation in company	Designation in committee
1.	Mr. Piyush Ashok Bedmutha	Non-Executive Independent director	Chairman
2.	Mr. Vinod Suganchard Raka	Non-Executive Independent director	Member
3.	Mr. Pramodkumar N. Mehta	Director	Member

Nomination and Remuneration Committee: Following is the composition of Nomination and Remuneration Committee:

Sr. No.	Name of Director	Designation in company	Designation in committee
1.	Mr. Vinod Suganchard Raka	Non-Executive Independent director	Chairman
2.	Mr. Piyush Ashok Bedmutha	Non-Executive Independent director	Member
3.	Mr. Pramodkumar N. Mehta	Director	Member

1. Mr. Subhash Champakal Bohara — Non-Executive Independent director — Chairman
2. Mr. Piyush Ashoki Bedmutha — Non-Executive Independent director — Member
3. Mrs. Neetika Manish Jain — Director — Member

During the year, all recommendations made by the Committees were approved by the Board.

The following meetings were conducted during the financial year 2025-26:

Audit Committee:

S. No.	Date of Meeting	Strength of Board	No of Directors Present
1	28th May, 2025	3	3
2	04th August, 2025	3	3
3	10th November, 2025	3	3
4	30th January, 2026	3	3

Nomination and Remuneration Committee

S. No.	Date of Meeting	Strength of Board	No of Directors Present
1	30th August, 2025	3	3

Stakeholders Relationship Committee

S. No.	Date of Meeting	Strength of Board	No of Directors Present
1	28th May, 2025	3	3
2	04th August, 2025	3	3
3	10th November, 2025	3	3
4	30th January, 2026	3	3

7. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

8. PARTICULARS OF EMPLOYEES:

In terms of the provisions of section 178(3) of the companies Act, 2013, the nomination & Remuneration committee is responsible for formulating the criteria for determining qualification, positive attributes and independence of director. The Nomination & Remuneration Committee is also responsible for recommending to the board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line of this requirement, the board has approved that all the provisions of the remuneration policy of

9. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and to fix their remuneration.

10. MANAGERIAL REMUNERATION:

During the year under review none of the directors has received any remuneration. Except Company Secretary in employment.

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company do not have any Subsidiary/Joint Ventures/Associate Companies Pursuant to sub-Section (3) of Section 129 of the Act.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY26 is uploaded on the website of the Company and the same is available on https://manrajhousing.in/.

13. AUDITORS:

Ms. Ratan Chandak & Co., Chartered Accountant (Firm Registration No.: 108696W), appointed to hold office for 1st term as Statutory Auditor from the conclusion of the 34th Annual General Meeting till the conclusion of 39th Annual General Meeting of the Company.

There is no such significant material order passed by the regulators/courts or any tribunals in respect to the company during the financial year.

14. AUDITORS REPORT:

The Auditors Report and Notes to Accounts are self-explanatory and does not require any further clarification and explanation, the auditors have raised concerned on payment of loan and has made disclaimer remark in the report:

Auditor Remark:

More than 99% of the companys assets are advances, deposits, etc. to related parties for the purchase of properties and rights. These related parties are currently under investigation by the Enforcement Directorate (ED) under the Prevention of Money Laundering Act (PMLA), and the related assets have been provisionally attached by the ED. This raises significant concerns about the recoverability and valuation of these advances.

Directors Reply:

The Auditors paid to Chatrapati Real Estate and Projects Private Limited which is the promoted by Mr. Ishwarlal Jain & Family and the same are considered good and recoverable in the opinion of the Management. The investigation by the Enforcement Directorate (ED) under the Prevention of Money Laundering Act (PMLA) are on the companies Promoted by Mr. Ishwarlal Jain and Family. The Management of these companies are cooperating with office of Enforcement Directorate and required documents and records are submitted.

Auditor Remark:

Around 65% of the Companys liabilities are in the form of unsecured loans from related parties, who has beneficial interest in the properties for which the aforementioned advances were given. The entanglement of these transactions and the related partys financial interest creates significant uncertainty about the completeness and accuracy of the Companys liabilities.

Directors Reply:

Mr. Ishwarlal Jain, Managing Director and Promoter of the Company has provided unsecured loans to the company for payment of day to day expenses and financial commitments of the company and the same in Interest free.

Auditor Remark:

The Company has defaulted on the repayment of a loan from Jalgaon Peoples Co-Op. Bank Ltd., with an outstanding balance of Rs. 687.03 Lakhs as of February 2020. Since then, interest on the outstanding balance has not been provided. According to the statement from ASREC (India) Ltd., to whom the bank has assigned this debt, there is uncharged interest amounting to Rs. 390.34 Lakhs and penal interest of Rs. 52.41 Lakhs for the period from 01/03/2020 to 31/03/2024, totaling Rs. 442.75 Lakhs. Further, unchanged interest for the period 01/04/2024 to 31/03/2026 works out to Rs 268.67 Lakhs. Consequently, the loss for the year understated by Rs. 141.94 Lakhs and the liability for the loan payable are understated by Rs. 711.42 Lakhs.

Directors Reply:

Since the Asset Reconstruction Company has approved a onetime settlement scheme of the said loan under a group settlement scheme vide its letter Dt. 03.02.2021. The company is not required to recognize the interest on outstanding balance. Hence the management of the company has not provided for Interest on the Outstanding Loan.

Auditor Remark:

The Company has not carried out significant operational activities for more than three years and has incurred accumulated losses amounting to Rs. 574.96 lakhs as at the balance sheet date, resulting in erosion of its net worth. Further, as referred to in paragraph (c) above, the Company has defaulted in repayment of its borrowings and has not provided interest on such borrowings. These conditions, along with other matters set forth herein, indicate the existence of a material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern.

Directors Reply:

The company is inoperative for more than Six years. However, Cost of Statutory Compliance and employee has to paid, the expenses includes salary payment to regular employees, payment of listing fees, professional fees to Practicing Chartered Accountant, Practicing Company Secretary etc. which is incurred in day to day business activities. Due to tremendous competitive market and adverse condition in real estate and construction business company has incurred losses from its business operations in the financial year. Management is of opinion that the operations will be commenced in near future.

Auditor Remark:

The Company has not implemented the audit trail (edit log) feature in its accounting software as required under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. This deficiency affects the integrity, completeness, and accuracy of the accounting records, thereby undermining the reliability of financial reporting.

Directors Reply:

The management of the company is in process to implement audit trail feature in its accounting software, however due to non-availability of skilled employees the same was not implemented during the year. Management is in process to appoint skilled employees and implement audit trail in its accounting software.

15. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company in compliance with Section 204 of the Act and Rules made there under, had appointed M/s. Pratibha Gupta & Associates, Practicing Company Secretary as a Secretarial Auditors to conduct Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and contained following comments:

Auditor Remark:

As per Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the shares held by the Promoters of the Company have not been dematerialised.

Directors Reply:

The management continues to pursue the matter with the promoters and is making all possible efforts to ensure compliance at the earliest.

16. COST AUDIT REPORT:

The provisions mentioned under Section 148 of the Companies Act, 2013 regarding Cost Audit is not applicable to the Company.

17. INTERNAL AUDIT & CONTROLS:

The Board has appointed M/s. R. D. Jain & Associates, Chartered Accountants, as an Internal Auditor of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. VIGIL MECHANISM:

In pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been updated on the office board of the company.

19. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

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

The investigation of the Enforcement Directorate (ED) is under process, however, no raid has been conducted during the year. The Management is fully cooperating with the officers of the Enforcement Directorate and has submitted all required documents and records as and when called for.

21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has Internal Control System, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures

22. DEPOSITS:

The Company has not accepted any Deposit covered under Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposit) Rules, 2014 during the Current Financial Year.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contract or arrangement with related parties and therefore provisions of the section 188 of the Companies Act, 2013 has not applicable.

25. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Since the paid-up share capital of the company is less than Rs. 10,00,00,000/- (Rupees Ten lakh Only) and the net worth not exceeding Rs. 25,00,00,000/- therefore separate section on corporate governance practices followed by the company as stipulated under regulation 15 (2) and schedule V of SEBI Regulations are not applicable to the company. However, as measure of good governance practice, the company has voluntarily to the extent possible, considering constitution of board and activities of the company, step towards the compliance of the same.

26. SECRETARIAL STANDARDS:

The Directors state that Secretarial Standards, i.e. - SS-I and SS-2, relating to Meetings of the Board of Directors, General Meetings have been duly followed by the Company.

27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company is committed to provide a safe and conducive work environment to their employees. The company has adopted prevention of Sexual Harassment at workplace policy. The Director further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. SIGNIFICANT REGULATORY OR COURT OR TRIBUNAL ORDERS:

During the Financial Year 2025-26, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

29. STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS:

In terms of the provisions of section 149 of the Act, the independent directors on the Board of your Company as on the date of this report are Mr. Subhashchand Chamyalal Bohara, Mr. Piyush Ashok Bedmutha and Mr. Vinod Suganchard Raka.

The Company has received declaration pursuant to section 149(7) of the Act from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act. The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to registration of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same.

In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the Rules made thereunder and have complied with the code for independent directors prescribed in Schedule IV to the Act.

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

Information relating to Conservation of Energy, Technology absorption etc. pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014 is not provided as the same is not applicable to the Company.

Foreign Exchange Earnings and Outgo are NIL during the Current Financial Year.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required under Section 135 of the Companies Act, 2013 and rules made there under are not applicable to the company. Hence the Board has not constituted the committee and Policy for implementing the Corporate Social Responsibility (CSR).

32. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

During the period under review, there is no corporate insolvency resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC).

33. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013 shall state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) in the Current Financial Year.

35. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to BSE Limited where the Companys Shares are listed.

36. ACKNOWLEDGEMENTS:

The Directors wish to place on record their appreciation for the continued support and co-operation by Bankers, Customers, Business Associates and to the Shareholders and Investors for the confidence reposed in the Companys management. The Directors also convey their appreciation to the employees at all levels for their dedicated services, efforts and collective contribution.

FOR AND ON BEHALF OF BOARD OF DIRECTORS OF MANRAJ HOUSING FINANCE LIMITED

PRAMODKUMAR MEHTA

DIRECTOR (DIN: 00386505)

Address: 3rd Floor, "Konal Apartment, Vidya Nagar, Near Sagar Park, Jalgaon-425002

ISHWARLAL JAIN

CHAIRMAN & MANAGING DIRECTOR (DIN: 00386348)

Address: Manraj Bangalow, No. 57, Ganpati Nagar, behind Hotel Crazy Home, Jalgaon-425002