MFL India Ltd Directors Report

To

The Members,

MFL India Limited

Your directors have pleasure in presenting the 43^rd Annual Report of the Company together with Audited Accounts and the Auditors Report of your Company for the financial year ended on 31^st March 2026.

MFL India Limited is a leading logistics company having operations PAN India. Your company offers various services to clients such as transportation & trucking and successfully operates in the country.

MFL India Limited is firmly built on belief of offering unmatched quality services, driven by strong expertise and experience in providing customized and personalized services.

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, guidelines issued by the Securities and Exchange Board of India (SEBI) and the Generally Accepted Accounting Principles (GAAP) in India. Our Management accepts responsibility for the integrity and objectivity of these financial statements, as well as for the various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner and reasonably present our situation, profits, and cash flows for the year.

The summarized financial performance for the year ended 31^st March 2026 is as follows:

Financial Results

(Amount in Lakh)

Particulars	2025-26	2024-25
Total Income	6611.70	5275.44
Total Expense	6799.89	5257.73
Profit/(Loss) before exceptional and extraordinary items	-188.19	17.70
Exceptional items	-	-
Extraordinary items	-	-
Profit/(Loss) before taxation	-188.19	17.70
Less: Current Tax	0	0
Add: Deferred Tax	-346.26	59.35
Tax paid / adjustments made earlier year	.50	41.06
Profit/(Loss) for the period	157.57	(82.71)

Financial Performance (Amount in Lakhs)

During the year under review, the Company has recorded an income of Rs. 6611.70 as against Rs. 5275.44 in the previous financial year. The Company incurred a profit after tax of Rs. 157.57 during the year under review, as compared to a loss of Rs. 82.71 in the preceding financial year. Your directors are continuously looking for avenues for future growth and are hopeful that the Company will perform better in the coming years.

Listing of Shares

The Equity Shares of the company are listed on Bombay Stock Exchange (BSE) on 10-11-1994. The Scrip Code for equity shares of MFL assigned by BSE is 526622.

Number of Board Meeting

Six Board Meetings were held during the year.

The details of Board Meetings are given below:

Date	Board Strength	No of Directors Present
28th May 2025	4	4
23rd Jun 2025	4	4
01st July 2025	4	4
14th Aug 2025	4	4
14th Nov 2025	4	4
13 th Feb 2026	4	4

Dividend

Your Company has not declared any dividend during the financial year ended 31^st March 2026.

Reserves

During the year under review, the Company has not transferred any amount to the General Reserves. The balance under Reserves and Surplus as at the end of the financial year stood at the amount as disclosed in the financial statements.

Material changes and commitments

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year under review and the date of this Report.

Corporate Social Responsibility

Upon a detailed review of the Companys financial statements and other relevant records, it has been determined that the Company does not meet any of the thresholds prescribed under Section 135 of the Companies Act, 2013. Accordingly, the provisions relating to the constitution of a Corporate Social Responsibility (CSR) Committee, the incurrence of expenditure on CSR activities, and the associated reporting requirements are not applicable to the Company for the financial year.

Secretarial Standards

During the year, the Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India (ICSI) to the extent applicable.

Deposits

During the year under review, the Company has not accepted any deposits covered within the meaning of Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Contracts or Arrangements with Related Parties

All contracts, arrangements, and transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and conducted on an arms length basis, in compliance with the applicable provisions of the Companies Act, 2013 and relevant regulations.

During the year, the Company has entered into certain related party transactions that are considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. Detailed disclosures of such transactions, including their nature, value, and terms, are provided in the Additional Notes to the Financial Statements.

Meeting of independent director

During the year under review, an annual Independent Directors meeting was convened on 13^th February, 2026 to review the performance of the Non-Independent/ Non-Executive Directors including the Chairman of the Board and performance of the Board as a whole. The Non- Independent Directors did not take part in the meeting. In accordance with the Listing Regulations, following matters were, inter alia, discussed in the meeting:

• Performance of Non-Independent Directors and the Board as a whole;

• Performance of the Chairman of the Company, after considering the views of both Executive and Non-Executive Directors;

• Assessment of the quality, adequacy, and timeliness of flow of information between the Management and the Board, which is necessary for the Board to effectively discharge its duties and responsibilities.

Declaration by the Independent Directors

All the Independent Directors of the Company have given declarations and confirmed that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company are registered in the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs ("IICA") and unless exempted, have also passed the online proficiency self-assessment test conducted by IICA. The Board of the Company after taking these declarations on record and undertaking due veracity of the same, concluded that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, experience and proficiency to qualify as Independent Directors and are Independent of the management of the Company.

Share Capital

During the year, there is no change in the Equity Share Capital of the Company in the Financial Year 2025-26.

Evaluation of Directors, Board and Committee

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its committees and individual Directors.

The performance of the Board and individual Directors were evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors.

A separate meeting of Independent Directors was also held to review the performance of NonIndependent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, considering the views of Executive Directors and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its committees, and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairperson was also evaluated on the key aspects of his role.

Subsidiary

As on date, your Company do not have any subsidiary Company.

Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013, and in compliance with Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, brief resume of the Director proposed to be appointed / re-appointed is attached along with the Notice of the ensuing Annual General Meeting.

Further, there is no change in the Board/Key Managerial Personnel during the year.

Board Committees

The detailed composition of the mandatory Board Committees namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee along with the number of meetings held during the financial year under review, and other relevant information, are provided in the Corporate Governance Report, which forms an integral part of this Report.

Increase in Managerial Remuneration

There has been no increase in the remuneration of the managerial personnel during the financial year under review as compared to the previous financial year.

Internal Financial Controls

The Company continues to maintain a system of internal financial controls and compliance procedures across its operations. During the year, this system was examined through the work of the internal auditors, statutory auditors and other external reviewers, along with periodic oversight exercised by Senior Management and the Audit Committee.

Having considered the outcome of these reviews, the Board of Directors is satisfied that the Companys internal financial controls over financial reporting were, in all material respects, adequately designed and functioned effectively throughout the year ended March 31, 2026.

In addition, the statutory auditors have separately reported on the internal control over financial reporting for the year ended March 31, 2026, as required under Section 143 of the Companies Act, 2013. This report is included as part of the Statutory Auditors Report.

Explanations or Comments by the Board on Qualifications, Reservations, Adverse Remarks or Disclaimers made by the Secretarial Auditor

1. Matters relating to Reduction of Share capital (not considered as Qualification, Reservation or Adverse remark) (only for information)

With respect to the matter relating to reduction of share capital, the Board takes note of the observation made by the Secretarial Auditor. The Company has filed an application before the Honble National Company Law Tribunal (NCLT), New Delhi, for reduction of share capital and the matter is presently pending for consideration.

2. Fines imposed by BSE under Regulation 23(9) and 6(1) of the Listing Regulations, 2015 relating to the previous quarter/year. (not related to the current financial year) (only for information)

The Board takes note of the observation made by the Secretarial Auditor about the fine imposed by the BSE . The Company has filed an application before the Securities Appellate Tribunal (SAT) against the fine imposed by BSE in this regard, and the matter is presently pending before the SAT. The Company is taking appropriate steps and shall comply with the directions of the competent authority in due course.

3. The Company has failed to comply with the provision of Regulation 33 SEBI (LODR) Regulations, 2015 during the financial year ended 31" March, 2025.

With respect to the delay in submission of the Statement on Impact of Audit Qualification for the year ended 31 March 2024 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

The Board took note of the observation made by the Secretarial Auditor.

The Company has duly filed the waiver application with BSE in respect of the fine imposed in this regard, and the matter is being appropriately followed up with the Stock Exchange.

4. Non-compliance pertaining to delay in submission of reclassification application to stock exchanges under Regulation 31A of the Listing Regulations, 2015.

With respect to the delay in submission of the application for reclassification to the Stock Exchanges under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board takes note of the observation made by the Secretarial Auditor. The Company has filed an application before the Securities Appellate Tribunal (SAT) against the fine imposed by BSE in this regard, and the matter is presently pending before the SAT. The Company is taking appropriate steps and shall comply with the directions of the competent authority in due course.

As on 11.08.2026, the company has received an email from BSE that they have waived a portion of the fine and the Company has to pay the residue amount, but the Company is in the process of challenging before Securities Appellate Tribunal (SAT) against the fines imposed by the BSE.

Particulars of Loans, Guarantees or Investments

During the year, the company has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. The detail of investments made by the Company is given in the notes to the Financial Statements.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Compliance officer is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

Insider Trading Regulations

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Company has formulated and implemented a comprehensive Code of Conduct for Prevention of Insider Trading. This Code governs the conduct of Directors, Officers, designated persons, and other employees to ensure that trading in the Companys securities is carried out in a fair and transparent manner.

As part of this framework, the Company has also adopted the concept of Trading Window Closure, aimed at preventing trading in the Companys securities during periods when there is access to unpublished price sensitive information (UPSI). The Trading Window is periodically closed and reopened in accordance with regulatory requirements and internal policies, thereby reinforcing the Companys commitment to uphold market integrity and investor confidence.

Insurance and Risk Management

The Company has established appropriate systems, processes and internal controls for the identification, assessment, monitoring and mitigation of various risks associated with its business operations. The management continuously evaluates the risks arising from the Companys operations and takes appropriate measures to manage and mitigate such risks in a timely and effective manner.

Suitable policies, procedures and control mechanisms, commensurate with the nature, scale and complexity of the Companys operations, have been adopted to ensure a robust risk management framework.

The Audit Committee, wherever applicable and within the scope of its functions, oversees and reviews significant risk-related matters and provides appropriate guidance to the management, while the Board of Directors periodically reviews the Companys overall risk exposure, the adequacy of the risk management framework and the measures undertaken for identification, assessment and mitigation of material risks.

The Company remains committed to continuously strengthening its risk management practices and ensuring that emerging risks are appropriately identified, evaluated and addressed.

Employees Stock Option Scheme

During the year under review, the Company has not issued any ESOPs.

Statutory Auditors

M/s V.K. Sehgal & Associates, Chartered Accountants, (FRN: 011519N), 201 Harsh Bhawan, 64-65, Nehru Place, New Delhi-110019 were re-appointed as Statutory Auditors of the Company for a period of 5 years and to hold office from the conclusion of 40^th Annual General Meeting of the company up to the 45^th AGM which will be held in calendar year 2028 and in this regard the board of directors and audit committee of the Company be and are hereby authorized to fix their remuneration plus travelling and other out of pocket expenses incurred by them in connection with statutory audit or continuous audit and also such other remuneration, as may be decided to be paid by the Board of Directors and Audit Committee of the Company, for performing duties other than those referred to herein above.

Independent Auditors Report

The Auditors in their report have referred to the notes forming parts of Accounts. The said notes are self-explanatory but need to require some clarification about the Companys ability to continue going concern basis, as per Auditors Report.

Independent Auditors Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

Internal Auditors

M/s APJ & Co., Chartered Accountants, were appointed in your company for the purpose of Internal Audit for the Financial Year 2024-25. Your board of directors has re-appointed M/s APJ & Company, Chartered Accountants as internal auditor for the Financial Year 2025-26, 2026-27 and 2027-28.

Secretarial Audit and the Appointment of Secretarial Auditor

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company will appoint Ms. Shubhani Gupta, Company Secretaries to undertake the Secretarial Audit of the Company after the resignation of previous auditor on 31.08.2026.

The Report of the Secretarial Audit from Ms. Priyanka Agarwal is annexed herewith in the form of MR-3.

Cost Audit

The cost audit is not applicable on our company.

Buy Back of Shares

The Company has not made any offer to Buy Back of its shares, during the year under review.

Particulars of Employees

No employee of the Company is covered under section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended to date.

Technology Absorption, Adoption & Innovation

The Company has not entered into any formal technology collaboration or licensing arrangement during the year. It continues, however, to track developments in the broader logistics technology landscape with a view to adopting solutions that are practical and cost-effective for its scale of operations.

The Companys day-to-day compliance processes remain aligned with the digital systems mandated under the prevailing tax and transport regulatory framework, and it continues to operate within these digital compliance requirements as a matter of course.

Foreign Exchange Earnings & Outgo

Total foreign exchange earned & used

S. No. Particulars	2025-26
1. FOB Value of Export (Foreign Exchange Inward)	NIL
2. CIF Value of Import (Foreign Exchange Outward)	NIL

Conservation of Energy

Company remains focused on energy conservation as an ongoing operational priority. Regular training sessions were conducted for the Companys drivers during the year, covering optimal gear- shifting techniques, maintaining steady cruising speeds, and reducing unnecessary idling, all aimed at improving mileage per litre across the fleet.

The Company also continued to consolidate loads and plan routes more efficiently wherever feasible, reducing the number of partially loaded trips and empty return runs, thereby lowering overall fuel consumption per tonne of cargo moved.

All the vehicles owned by the company undergo an intensive Planned Preventive Maintenance (PPM) drill to keep the vehicles in top running conditions with special emphasis on fuel conservation.

Web Link of Annual Return If Any

The Annual Return of the company pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and Regulation 34 of Listing Regulations, for the financial year ended on March 31, 2026 is placed at companys website- https://mflindia.co.in/investors/regulation-46/annual- return .

Corporate Governance

Pursuant to Schedule V of the SEBI Regulations, the following Reports/Certificates form part of the Annual Report.

• The Report on Corporate Governance.

• The Certificate duly signed by Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2026, as submitted to the Board of Directors at their meeting held on September 1, 2026.

• The declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Companys Code of Conduct.

Report On Corporate Governance

As stipulated by clause 49 of the Listing Agreement, the Report on Corporate Governance is given separately in this Annual Report. The Certificate from practicing Company Secretaries, regarding the Compliance of Clause 49 of the Listing Agreement is enclosed herewith and form part of Directors Report.

Vigil Mechanism

The Vigilance Mechanism serves as an essential pillar in strengthening integrity, transparency, and accountability within the organization. It provides a systematic framework for prevention, detection, and redressal of irregularities, unethical practices, and misconduct that may adversely impact organizational functioning.

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

Compliance with Provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has also constituted an Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company is committed towards prevention of Sexual harassment of women at workplace and takes prompt action in the event of reporting of any such incidents. Details of the complaints received during the year under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are mentioned below: -

Number of Complaints filed during the year	Number of Complaints disposed of during the year	Number of Complaints pending as on end of year
NIL	NIL	NIL

The Company has not received and disposed off any complaint of sexual harassment during the financial year 2025-26. Also, there were no cases pending for a period exceeding ninety days.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year

The company do not have any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the period under review.

Directors Responsibility Statement

In accordance with the provisions of section 134(5) of the Act the Board confirms and submits the Directors Responsibility Statement:

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

b. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors, as the company is listed have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f. "Internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of the frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

g. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively throughout the financial year ended 31 March 2026.

Acknowledgement

The Directors take this opportunity to place on record their sincere appreciation for the continued support extended to the Company by its dealers, customers and suppliers. The Directors also wish to thank the Companys shareholders and investors for the trust and confidence they have consistently placed in the Company, which remains a source of strength and motivation for the organisation.

By Order of the Board	Sd/-	Sd/-
MFL India Limited	Anil Thukral	Jafar Ahamed
Place: New Delhi	(Managing Director)	(Director)
Date: 01.09.2026	DIN- 01168540	DIN- 06447145