Mayasheel Ventures Ltd Directors Report

Dear Members,

Your directors have pleasure in presenting the 2nd Annual Report of Mayasheel Ventures Limited ("MSVL") ("the Company"), together with the Audited Standalone Financial Statements for the Financial Year ended March 31, 2026.

The Financial Year 2025-26 has been a significant year in the Companys growth journey, marked by the successful completion of its Initial Public Offering ("IPO") and the listing of its Equity Shares on the EMERGE Platform of the National Stock Exchange of India Limited (NSE EMERGE) on June 27, 2025. The listing has strengthened the Companys financial position, enhanced its corporate profile and established a strong foundation for its future growth and expansion.

During the year under review, the Company continued to focus on the timely execution of its ongoing infrastructure projects, operational excellence and disciplined financial management. Despite the dynamic business environment, the Company remained committed to delivering quality projects, strengthening stakeholder relationships and pursuing sustainable growth while maintaining high standards of corporate governance and regulatory compliance.

Your directors place on records their sincere appreciation for the continued trust and support extended by the shareholders, customers, bankers, financial institutions, government authorities, business associates and employees. The Board also expresses its gratitude to all stakeholders for their valuable contribution and confidence in the Company and looks forward to their continued support in the years ahead.

1. FINANCIAL HIGHLIGHTS

The Standalone financial highlights of the Company for the year ended March 31, 2026 are summarized below:

All amounts in Lakhs unless otherwise stated

Particulars	F.Y. 2025-26	F.Y 2024-25
Revenue from Operations (I)
Sale of Services	18,925.39	17,100.81
Sale of Products	1,673.97	-
Other Income (II)	85.87	104.11
Total Revenues (I+II)	20,685.23	17,204.92
Profit before Exceptional and extraordinary Items and taxes Depreciation & Tax (PBDT)	18,970.03	16,122.70
Depreciation	459.92	430.28
Exceptional Item	652.37	-
Profit/Loss for the year Before Tax	1,522.75	1,512.50
Current Tax	383.23	404.52
Tax Adjustments for earlier year	34.17	-
Deferred Tax	(27.17)	(18.07)
Profit/Loss after Tax	1,132.52	1,126.05
Earnings Per Share
Basic	5.48	6.93
Diluted	5.48	6.93

FINANCIAL ANALYSIS STANDALONE

During the year under review, revenue from operations was Rs. 20,599.36 Lakhs as compared to Rs. 17,100.81 Lakhs in the previous year. The Proft after tax was Rs. 1,132.52 Lakhs as compared to Rs. 1,126.05 Lakhs in the previous year.

FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013, the Company has prepared its Financial Statements. The Board of Directors of the Company, at its meeting held on May 26, 2026, had approved the Financial Statements for FY 2025-26. The Financial Statements together with the Auditors Report forms part of this Annual Report.

2. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, the Company had No subsidiaries, pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements for the year ended March 31, 2026 of the Companys subsidiaries, Joint Ventures and Associates companies in the prescribed format AOC- 1 is annexed as Annexure 1.

3. PROJECTS OF THE COMPANY

The details of project executing in Engineering, Procurement and Construction (EPC) mode are annexed as Annexure 2.

4. STATE OF AFFAIRS OF THE COMPANY

The Company is an infrastructure construction Company with extensive experience in executing specialized structural works, including elevated roads, flyovers, bridges, Bunkers and highways. Over the past two decades, the Company has evolved from a small construction firm into a well-established EPC (Engineering, Procurement, and Construction) player, demonstrating significant expertise in the design and execution of diverse road and highway projects.

The Companys principal business operations are broadly classified into EPC projects. which are spread across various states in India like Nagaland, Manipur, Assam, Jammu & Kashmir, Arunachal Pradesh, Uttar Pradesh. During the year under review, the Company had been awarded projects under department like NHAI, CPWD, NHIDCL, MoRTH etc.

During the year under review, the Company continued to execute its projects across various geographical locations. Certain operational challenges arising in the ordinary course of business, including adverse weather conditions at some project sites, were managed effectively by the management. The Company took timely corrective measures to ensure continuity of operations, and such events have not materially affected the Companys long-term business prospects. The financial impact, wherever applicable, has been appropriately accounted for in the financial statements.

As on March 31, 2026, the Company had order book of approximate 586.50 crores providing strong revenue visibility for the coming years. The successful completion of the Initial Public Offer has significantly strengthened the Companys capital structure, enhanced its net worth and improved its financial flexibility to pursue future expansion, invest in advanced equipment, strengthen working capital and capitalize on emerging opportunities in the infrastructure consultancy sector.

The nature of the Companys business inherently involves exposure to certain operational risks, including adverse weather conditions and other unforeseen natural events. Such risks are duly evaluated and factored into the project planning, tendering process, pricing strategy, and overall risk management framework. The Company continues to adopt appropriate mitigation measures, including adequate insurance coverage and prudent project management practices, to minimize the impact of such events on its operations and financial performance.

5. TRANSFER TO RESERVE

The Company has not transferred any amount to any specific reserve during the Financial Year ended March 31, 2026. However, the closing balance of Reserves and Surplus as at March 31, 2026 stood at Rs. 4,170.89 Lakhs, comprising Securities Premium of Rs. 2,010.72 Lakhs and Surplus in the Statement of Profit and Loss of Rs. 2,160.17 Lakhs.

6. DIVIDEND

Considering the Companys growth plans and the need to retain earnings for business expansion and working capital requirements, the Board of Directors has decided not to recommend any dividend on the equity shares of the Company for the Financial Year ended March 31, 2026.

7. DIRECTORS OR KEY MANAGERIAL PERSONNEL

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. As on March 31, 2026, the Board of Directors of the Company comprised six Directors, including the Managing Director, Whole-time Director, Executive Women Director, Non-Executive non-independent director, and Independent Directors. The Board is supported by Mr. Mahendra Kumar Sharma, Chief Financial Officer, and Ms. Neelam Rani, Company Secretary and Compliance Officer of the Company.

During the Financial Year ended March 31, 2026, there was no change in the composition of the Board of Directors or the Key Managerial Personnel of the Company. No Director or Key Managerial Personnel was appointed, re-appointed, resigned, retired, removed or ceased to hold office during the year under review.

The list of directors and KMPs as, on March 31, 2026, are as under:

Mr. Amit Garg	Managing Director
Mr. Anil Kumar Garg	Whole Time Director
Mrs. Meenu Garg	Director
Mr. Prabhat Rajpoot	Non-Executive Non- Independent Director
Mr. Umesh Bansal	Independent Director
Mr. Rajpal Singh	Independent Director
Mr. Mahendra Kumar Sharma	Chief Financial Officer
Ms. Neelam Rani	Company Secretary

Director liable to retire by rotation:

In terms of the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mrs. Meenu Garg, (DIN-08147379) Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offers herself for re-appointment. The Board recommends her re-appointment for the approval of the Members.

During the Financial Year 2025-26, there were no changes in the composition of the Board of Directors or the Key Managerial Personnel of the Company. No appointment, resignation, removal or cessation of any Director or Key Managerial Personnel took place during the year under review.

8. STATEMENT ON DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors of the Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Your Board confirms that in its opinion the Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than payment of commission and sitting fees for the purpose of attending meetings of the Board and the Committees of the Company.

9. ANNUAL PERFORMANCE EVALUATION FY 2025-26

The Board of the Company is satisfied with the overall functioning of the Board and its Committees. The Non- Executive Directors and Independent Directors possess a strong understanding of the Companys business and its strategic requirements. The Committees are functioning effectively and, in addition to discharging their responsibilities as per their terms of reference mandated under applicable laws, they actively deliberate on significant matters brought before them.

The Board is also satisfied with the contributions made by the Directors in their individual capacities. The Board has full confidence in the leadership of Mr. Amit Garg, Chairman, who ensures effective functioning of the Board and active participation from all Members. Overall, the Board demonstrates a high level of commitment and engagement, and continues to operate effectively with a clear focus on the Companys strategic objectives and the ability to provide valuable guidance to the management.

10. MAJOR EVENTS/MATERIAL CHANGES OCCURRED DURING THE YEAR

A significant highlight during the year under review was the successful completion of the Companys Initial Public Offering (IPO), comprising 58,05,5000 equity shares of face value Rs. 10/- each. The IPO aggregated to Rs. 2,728.35 lakhs was open for subscription from June 20, 2025 to June 24, 2025. The offering received an overwhelming response from investors and was oversubscribed by 232.72 times.

The equity shares of the Company were listed on Emerge Platform of National Stock Exchange of India Limited (NSE EMERGE) on June 27, 2025.

Further, during the year, project sites located in the state of Nagaland of the Company was adversely affected by unforeseen environmental and weather- related conditions, resulting in exceptional expense in the reconstruction of the damage. The Company has taken appropriate operational and risk mitigation measures to address such challenges and continues to monitor the impact on its business operations.

During 19 and 20 August 2025, an ongoing road construction project being executed by the Company at Akegwo, State of Nagaland, was affected due to exceptionally heavy rainfall, resulting in damage to certain executed works at the project site, including drains, breast walls, retaining walls and other ancillary civil structures.

Immediately upon occurrence of the aforesaid event, the Company informed the Authority Engineer in accordance with the contractual requirements and commenced restoration and reconstruction activities to ensure continuity of execution and timely completion of the project.

The project is covered under the applicable project insurance policy. At the relevant time, the extent of damage, restoration expenditure and the amount recoverable under the insurance policy were under continuous assessment. The assessment of the restoration expenditure and insurance recoverability was carried out based on reports of the project team, the Authority Engineer and other relevant stakeholders as the restoration work progressed.

Subsequent to the approval of the audited financial statements, the restoration work has been substantially completed. As on the date of this disclosure, the Company has incurred an aggregate expenditure of approximately Rs. 13.71 crore (subject to final reconciliation, if any) towards restoration and reconstruction of the damaged work.

The Company is in the process of lodging an insurance claim under the applicable project insurance policy. The claim is presently under examination by the insurer and the amount ultimately recoverable is yet to be determined. Accordingly, the ultimate financial impact on the Company shall depend upon the settlement of the insurance claim.

11. BOARD MEETINGS

The Board meetings are convened regularly to review and determine the Companys business policies and strategies, alongside other key governance matters. It maintains robust operational oversight with quarterly meetings featuring comprehensive presentations. Board and Committee meetings are scheduled in advance and a tentative annual calendar is shared with Directors well ahead of time, enabling them to plan their schedules effectively and participate meaningfully in discussions. Only in case of special and urgent business matters, if the need arises, Boards or Committees approval is taken by calling the Board / Committee meetings at shorter notice, in accordance with the applicable law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

During the year under review, twelve (12) Meetings of the Board of Directors were held, and details thereof were provided in the Corporate Governance Report. The intervening gap between meetings were not more than 120 days as required under the Act and SEBI (LODR).

The Details of the Board meetings held during the year has been provided below:

BOARD MEETINGS

Sr. No.	Date of Meeting (DD/MM/YYYY)	Directors Entitled to attend the Meeting	Number of Directors present
1.	14/04/2025	6	6
2.	19/05/2025	6	5
3.	06/06/2025	6	6
4.	19/06/2025	6	4
5.	25/06/2025	6	5
6.	25/06/2025	6	4
7.	01/09/2025	6	4
8.	16/10/2025	6	4
9.	10/11/2025	6	5
10.	07/01/2026	6	5
11.	31/01/2026	6	4
12.	05/03/2026	6	5

12. COMMITTEES OF THE BOARD

As required under the Companies Act and the SEBI LODR, the Board of Directors of the Company has constituted its committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The Details of the committee meetings held during the year has been provided below:

AUDIT COMMITTEE

Sr. No.	Date of Meeting (DD/MM/YYYY)	Members Entitled to attend the Meeting	Number of Members present
1.	14.04.2025	3	3
2.	19.05.2025	3	2
3.	06.06.2025	3	3
4.	25.06.2025	3	2
5.	16.10.2025	3	2
6.	10.11.2025	3	3
7.	07.01.2026	3	2

NOMINATION AND REMUNERATION COMMITTEE

Sr. No.	Date of Meeting (DD/MM/YYYY)	Members Entitled to attend the Meeting	Number of Members present
1.	14.04.2025	3	3

STAKEHOLDER RELATIONSHIP COMMITTEE

Sr. No.	Date of Meeting (DD/MM/YYYY)	Members Entitled to attend the Meeting	Number of Members present
1.	25.06.2025	3	3

CORPORATE SOCIAL RESPONSIBILTY COMMITTEE

Sr. No.	Date of Meeting (DD/MM/YYYY)	Members Entitled to attend the Meeting	Number of Members present
1.	19.06.2025	3	2

13. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;

(b) 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 and loss of the company for that period;

(c) they have 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) they have prepared the annual accounts on a going concern basis; and

(e) the Board 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws which are adequate and operating effectively.

14. MATERIAL CHANGES AFTER THE END OF FINANCIAL YEAR

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

15. INITIAL PUBLIC OFFER OF EQUITY SHARES AND LISTING

The Financial Year 2025-26 marked a defining milestone in the history of the Company with the successful completion of its Initial Public Offering ("IPO") and the listing of its Equity Shares on the EMERGE Platform of the National Stock Exchange of India Limited (NSE EMERGE). The Company had filed its Draft Red herring Prospectus on November 02, 2024 and received the In-Principle Approval from the National Stock Exchange of India Limited for listing of its Equity Shares on the EMERGE Platform vide its approval letter dated 27 February, 2025.

Pursuant to the Prospectus, the Company successfully completed its Initial Public Offering comprising a Fresh Issue of 58,05,000 Equity Shares of face value Rs. 10 each at an Issue Price of Rs. 47 per Equity Share (including a premium of Rs. 37 per Equity Share) aggregating to approximately Rs. 27.28 Crore. The IPO received an encouraging response from investors, reflecting confidence in the Companys business fundamentals, growth strategy and long-term prospects. The Board of Directors allotted the Equity Shares on 25 June, 2025, and the Equity Shares were listed and admitted to dealings on the NSE EMERGE Platform with effect from 27 June 2025.

16. CHANGE IN SHARE CAPITAL

Authorized Share Capital

As on March 31, 2025, the Authorized Share capital of the Company was Rs. 25,00,00,000 (Rupees Twenty- Five Crores only) comprising 2,50,00,000 (Two Crores Fifty Lakhs) Equity shares of face value of Rs. 10/- each.

During the year under review, the Company has not increased its Authorized Share Capital and the Authorized Share capital of the company remains same as on 31.03.2026 (i.e. Rs. 25,00,00,000 (Rupees Twenty-Five Crores only).

Paid Up Share Capital

As on March 31, 2025, the Paid-up share capital of the Company was ^16,24,50,000 (Rupees Sixteen Crores Twenty-Four lakhs and Fifty Thousand Only) comprising 1,62,45,000 (One Crore Sixty-Two Lakhs and Forty-Five Thousand) Equity shares of face value of Rs. 10/- (Ten) each. During the year under review, the Company has allotted 58,05,000 (Fifty-Eight Lakhs Five Thousand) Equity Shares of face value of Rs. 10/- (Ten) to the public.

As on March 31, 2026, Paid-up equity share capital of the Company is Rs. 22,05,00,000 (Rupees Twenty- Two Crores Five Lakhs Only) comprising 2,20,50,000 (Two Crores Twenty Lakhs Fifty Thousand) Equity Shares of face value of Rs. 10/- (Ten) each.

Issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Voting Rights during the Financial Year ended March 31, 2026.

Issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the Financial Year ended March 31, 2026.

Employee Stock Option Scheme (ESOP)

The Company has not granted any Employee Stock Options during the Financial Year ended March 31, 2026.

Provision of Money for Purchase of Own Shares

The Company has not made any provision for purchase of its own shares by employees or by trustees for the benefit of employees during the Financial Year under review.

Buy-back of Securities

The Company has not bought back any of its securities during the Financial Year ended March 31, 2026.

Preferential Issue / Private Placement

The Company has not made any preferential allotment or private placement of Equity Shares or Convertiieble Securities during the Financial Year ended March 31, 2026.

17. UTILIZATION OF IPO PROCEEDS

During the year, the Company raised funds through a public issue via Initial Public Offering (IPO) and was listed on the Stock Exchanges on June 27, 2025. The Company confirms that the proceeds raised through the Initial Public Offer ("IPO") are being utilised in accordance with the objects stated in the Red Herring Prospectus dated June 06, 2025. Pending utilisation, the unutilised IPO proceeds have been temporarily invested in fixed deposits/ current accounts in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there has been no deviation or variation in the utilisation of the proceeds raised through the Initial Public Offer during the Financial Year ended March 31, 2026.

The details of utilisation of the IPO proceeds as on March 31, 2026 are as under:

Particulars	Amount Allocated (1 in Lakhs)	Amount Utilised (1in Lakhs)	Amount Unutilised (1 in Lakhs)
Funding Capital Expenditure for purchase of Equipment/Machineries	400.00	0.00	400.00
Funding Working Capital Requirements	1,400.00	1,400.00	0.00
General Corporate Purposes	655.35	655.35	0.00
Issue Expense	273.00	273.00	0.00
Total	2,728.35	2,328.35	400.00

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

During the year under review, no order has been passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future. Therefore, the provisions relating to the disclosure of details of material orders are not applicable to the Company.

19. BORROWINGS

As on March 31, 2026, your Companys (Standalone) fund-based facilities availed stood at Rs. 17.96 Crores and non-fund-based credit facilities availed stood at Rs. 45.50 Crores.

20. CORPORATE GOVERNANCE REPORT AND CODE OF CONDUCT

Pursuant to Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as the Equity Shares of the Company are listed on the NSE EMERGE Platform.

Accordingly, the Company is not required to furnish a separate Corporate Governance Report for the Financial Year ended March 31, 2026. Nevertheless, the Company remains committed to maintaining the highest standards of corporate governance, transparency, ethical business practices and regulatory compliance. The Board of Directors believes that good corporate governance is fundamental to enhancing long term shareholder value and safeguarding the interests of all stakeholders.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report, covering, inter alia, the industry structure and developments, business overview, opportunities and outlook, risks and concerns, internal control systems, financial performance, key financial ratios, human resources and other matters, forms an integral part of this Annual Report as Annexure-3.

The Management Discussion and Analysis Report provide a comprehensive review of the Companys operational and financial performance during the Financial Year 2025-26 together with the managements perspective on future business opportunities and challenges.

22. DISCLOSURE OF CHANGE IN NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of business of the Company. The Company continued to carry on its existing business of Infrastructure Projects.

Accordingly, the disclosure required under Rule 8(5) (ii) of the Companies (Accounts) Rules, 2014 has been duly complied with.

23. A DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED.

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to maintain cost records in respect of its applicable business activities. Accordingly, the Company has made and maintained the prescribed cost accounts and records.

Further, the Board of Directors, on the recommendation of the Audit Committee, has appointed the Cost Auditor for conducting the audit of the cost records of the Company for the financial year 2025-26.

24. DETAILS UNDER RULE 5(1) AND 5(2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The disclosures relating to the remuneration of Directors, Key Managerial Personnel 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 form part of this Boards Report as Annexure-4(i) & 4(ii).

Further, the statement containing particulars of employees as prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also annexed to this Boards Report as part of Annexure-4(i) & 4(ii). During the Financial Year ended March 31, 2026, none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. CREDIT RATING

During the year under review the Company have not obtained any credit ratings as on financial year ended 31 March, 2026.

26. AUDITORS AND AUDITORS REPORTS

(a) Statutory Auditors and Audit Report

After requisite approvals, M/s Ajay K. Kapoor and Company, Chartered Accountants (ICAI Firm Registration No. 013788N) were appointed as the Statutory Auditors of the Company for the first term of five years at the 01st Annual General Meeting (AGM) of the Company held on May 28, 2025, to hold office till the conclusion of the 6th AGM to be held for FY 2029-30.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Companies Act, 2013.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

(b) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Rakesh Chhoker & Associates, Practicing Company Secretaries (ICSI Peer Review Certificate No. 4348/2023) to conduct the Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Reports submitted by M/s. Rakesh Chhoker & Associates for FY 2025-26, do not contain any observation or qualification and therefore do not call for any further explanation or comments from the Board. Copy of reports in Form MR-3 is annexed as Annexure-5.

The Secretarial Compliance Report for the financial year ended 31st March, 2026, submitted by M/s. Rakesh Chhoker & Associates, does not contain any observations.

(c) Cost Records and Cost Audit

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company had appointed M/s. Rahul Yadav & Co, Cost Accountants, as Cost Auditors for the financial year 2025-26.

The Company has made and maintained cost records as specified by the Central Government under Section 148(1) of Companies Act, 2013 and such records have been audited by the Cost Auditor pursuant to Companies (Cost Records and Audit) Rules, 2014.

(d) Internal Auditors & Internal Audit

The Company has appointed M/s. Chhabra Amit and Associates as Internal Auditors of the Company under Section 138 of the Companies Act, 2013 to conduct an internal audit of functions and activities of the Company for the FY 2025-26. The audit was conducted based on the verification of documents, evidence and required discussion with the respective personnel. The internal audit report was also presented before the Audit Committee of the Company every quarter.

27. INTERNAL FINANCIAL CONTROLS

Your Company has an adequate internal control mechanism and an Internal Audit System commensurate with its size and nature of business. The Company has in place adequate internal financial controls with reference to financial reporting and audit systems for maintaining the efficiency of operations and compliance of applicable laws and regulations.

The organization has well-structured policies and guidelines which are well-documented with predefined authorities. Regular and exhaustive internal audits are being conducted by experienced firms, appointed by the Board on recommendation of Audit Committee and in-house internal audit team headed by a qualified and experienced professional. Details of the internal control system forms part of Management Discussion and Analysis Report.

28. ANNUAL RETURN

The Annual Return pursuant to Section 92(3) of the Companies Act, 2013 ("Act") and Rules framed thereunder in Form MGT-7 for the FY 2025-26 is available on the website: https://www. mayasheelventures.com/investor-corner.

29. SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings, issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

The Board confirms that the Company has complied with the applicable Secretarial Standards in conducting its Board Meetings, Committee Meetings and General Meetings during the Financial Year ended March 31, 2026.The Company has devised proper systems to ensure compliance with the provisions of all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

There are no loans, guarantees or investments made by the company exceeding the limits prescribed under section 186 of the companies Act, 2013 during the year under review.

31. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has adopted a related party transaction policy in compliance with the requirements of Regulation 23 of SEBI (LODR). The said policy is available on the weblink: https://mayasheelventures. com/corporate-governance/policies-procedure.

All Related Party Transactions entered into during the Financial Year ended March 31, 2026 were in the ordinary course of business and on an arms length basis, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The requisite disclosures relating to Related Party Transactions are provided in the Notes forming part of the Financial Statements.

Further, during the year, your Company has not entered contracts or arrangements or transactions with the related parties which could be considered as material in accordance with the Policy of the Company on the materiality of Related Party Transactions and as per the SEBI (LODR).

Since all Related Party Transactions were entered into in the ordinary course of business and on an arms length basis, the disclosure in Form AOC-2 as prescribed under Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

32. DISCLOSURES UNDER RULE 8/8A OF COMPANIES ACCOUNTS RULES 2014

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is as under:

Details regarding technology absorption as per Rule 8(3)(B)

The Management of your company is committed to adoption of latest technology in all spheres of companys operations. The Company has not imported any technology during last three financial years. There was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology. There are no specific efforts made toward technology absorption.

Details regarding energy conservation as per Rule 8(3)(A)

Your Management is committed to Conservation of Energy. However, as the companys in engaged in civil engineering services, there is no much scope for conservation of energy. The company uses high quality machinery and equipments which result in low power consumption. There are no steps taken for conservation of energy except use of LED, solar lights etc. There are no major resultant impact on conservation of energy. The company has not taken any steps for utilising alternate source of energy as there is no such scope. There is no capital investment on energy conservation equipment.

Details regarding foreign exchange earnings and outgo as per Rule 8(3)(C)

The Foreign Exchange earnings and outgo during the financial period ended 31st March, 2026 is as follows:

Particulars	31st March, 2026	31st March, 2025
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

33. RISK MANAGEMENT

The Company has a well laid out Risk Management Policy (RMP) consistent with the size, complexity, risk profile and scope of operations of the company. RMP covers the process of identifying, assessing, mitigating, reporting and reviewing critical risks impacting the achievement of the Companys objectives.

The Company understands the inherent risks associated with every business and has placed sufficient systems and controls to manage them. As per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All risks identified by the Board are well managed and no risks threaten the existence of the Company.

34. DEPOSITS

The Company neither holds nor has accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

35. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the Financial Year ended March 31, 2026, there was no change in the Registered Office of the Company. The Registered Office of the Company continues to remain at its existing address.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is fully committed to and aware of its Corporate Social Responsibility (CSR), the guidelines in respect of which were more clearly laid down in the recently overhauled Companies Act. The Companys vision is to pursue a corporate strategy that enables shareholder value enhancement and societal value creation in a mutually reinforcing and synergetic manner.

The Corporate Social Responsibility Policy of the Company is available on the weblink: https:// mayasheelventures.com/corporate-governance/ policies-procedure The disclosure relating to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed as Annexure-6.

37. DISCLOSURES RELATED TO POLICIES

a. Appointment of Independent Directors

The Company has adopted a Nomination Policy to identify persons who are qualified to become

Independent Directors on the Board of the Company and recommend their appointment who have the capacity and ability to lead the Company towards achieving sustainable development. The Nomination Policy of the Company is available on the weblink: https://mayasheelventures.com/corporate- governance/policies-procedure

b. Code of Conduct for Board and Senior Management Personnel

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel, which lays down the principles of ethical business conduct, integrity, transparency, accountability and compliance with applicable laws and regulations. The Code serves as a guiding framework for maintaining the highest standards of professional and ethical behaviour in the conduct of the Companys affairs.

All Directors and Senior Management Personnel have affirmed their compliance with the Code of Conduct for the Financial Year ended March 31, 2026. The Code of Conduct is available on the Companys website at https://mayasheelventures.com/corporate- governance/policies-procedure.

c. Whistle Blower Policy and Vigil Mechanism

The Board has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy and Vigil Mechanism. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. No person has been denied access to the Chairman of the Audit Committee. The said policy is available on the weblink: https://mayasheelventures.com/corporate- governance/policies-procedure

d. Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of Policy for determining Material Subsidiaries, laying down the criteria for identifying material subsidiaries of the Company. The policy is available on the weblink: https://mayasheelventures.com/corporate- governance/policies-procedure.

e. Dividend Distribution Policy

In terms of Regulation 43A of LODR Regulations, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The Policy sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividends to its shareholders. The Policy is available on the weblink https://mayasheelventures.com/ corporate-governance/policies-procedure.

DISCLOSURES FOR COMPLIANCE WITH OTHER STATUTORY LAWS

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at 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 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The company has constituted Internal Complaints Committee (ICC) pursuant to the legislation Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act 2013.

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("PoSH Act").

Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee. The Policy is available on the weblink https://mayasheelventures. com/corporate-governance/policies-procedure.

The summary of sexual harassment complaints received and disposed of during the year is as under:

a) Number of complaints pending at the beginning of the year: NIL

b) Number of complaints received during the year: NIL

c) Number of complaints disposed off during the year: NIL

d) Number of cases pending at the end of the year: NIL

B) STATEMENT THAT THE COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

38. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a 134 mechanism for Directors, employees and other stakeholders to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other improper practices.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who use the mechanism and ensures that all genuine concerns are investigated in a fair, transparent and confidential manner

39. REPORTING OF FRAUD

During the year under review, No fraud under Section 143(12) reported by Statutory Auditor.

40. GREEN INITIATIVE

Electronic copies of the Annual Report 2024-25 and the Notice of the Annual General Meeting were sent to all members whose email addresses are registered with the Company/ RTA. The hard copy of the Annual Report 2025-26 will be sent only to those shareholders who request the same.

41. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company during the year ended March 31, 2026.

Since no dividend has been declared till date, no amount was required to be transferred to IEPF.

42. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

During the Financial Year under review, no application was made, nor was any proceeding pending, against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (31 of 2016). Accordingly, there was no proceeding initiated or pending under the Insolvency and Bankruptcy Code, 2016 as at March 31, 2026.

43. 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

During the year under review, there was no instance of any one-time settlement for reporting details vis-a- vis valuation with the Banks or Financial Institutions.

44. ACKNOWLEDGEMENT

The Director would like to place on record its gratitude for valuable guidance and support received from the Central & State Govt. departments and agencies including NHAI, NHIDCL, MoRTH, PWDs, bankers, investors and wish to convey its appreciation to customers, dealers, vendors, suppliers and all other business associates for their continuing support during the year. The Directors would also like to express their appreciation of the commitment and dedication of employees for their significant contribution during the year.

The Directors appreciate and value the contribution made by every member of the company.

For and on behalf of the Board of Directors

Amit Garg

Chairman cum Managing Director

DIN: 07883287

Place: Ghaziabad

Date: 21.07.2026