Modern Engineering and Projects Ltd Directors Report

To the Members,

Modern Engineering and Projects Limited Mumbai

Your directors have pleasure in presenting the 80th Board Report on the business, operational and financial performance of the Company, together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS:

The Companys financial performance for the financial year ended March 31, 2026, compared with the previous financial year, is summarized below:

(Rs. in Lakhs)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from operation	11,978.71	9,561.11
Other Income	306.25	229.86
Total Income (Revenue)	12,284.96	9,790.97
Profit/(Loss) before taxation	1,142.54	728.24
Less: Tax Expense	293.62	-0.37
Profit/(Loss) after tax	848.92	728.61

2. OPERATIONS & STATE OF COMPANYS AFFAIRS:

A summary of the Companys financial performance for the financial year ended March 31, 2026, compared with the previous financial year, is detailed below:

? Total Income: During the financial year 2025-26, the Company recorded a total income of Rs. 11,978.71 Lakhs, as against Rs. 9,561.11 Lakhs in the preceding financial year 2024-25.

? Net Profit After Tax: The Company earned a net profit of Rs. 848.92 Lakhs for the financial year 2025-26, as compared to a net profit of Rs. 728.61 Lakhs in the previous financial year 2024-25

Your Company achieved strong growth in both revenue and profits this year, showing a healthy demand for our products and services. Our total income jumped by 25.29% to Rs. 11,978.71 Lakhs, while our net profit after tax rose by 16.51% to Rs. 848.92 Lakhs, demonstrating robust expansion across both our top-line and bottom-line performance.

3. NATURE OF BUSINESS:

The Company is engaged in the business of construction and development of infrastructure projects under Build, Operate and Transfer (BOT), Hybrid Annuity Mode (HAM) and others. Company focus on providing innovative and sustainable solutions that address the unique needs and challenges the end users.

There has been no change in the nature of the business activities of the Company during the financial year ended March 31, 2026.

4. DIVIDEND AND RESERVES:

With a view to conserve financial resources for future business growth and operational requirements, the Board of Directors does not recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2026.

During the financial year under review, the Board of Directors has resolved not to transfer any amount to the General Reserve of the Company. Consequently, the entire balance of profits for the financial year ending March 31, 2026, has been carried forward to the Retained Earnings / Surplus in the Statement of Profit and Loss.

5. SHARE CAPITAL:

During the financial year ended March 31, 2026, there was no change in the share capital of the Company. As of that date, the Authorized Share Capital stood at ^53,15,00,000 (Rupees Fifty-Three Crores Fifteen Lakhs only) divided into 5,31,50,000 equity shares of 10/- each, while the Paid-up Equity Share Capital stood at ^15,45,00,000 (Rupees Fifteen Crores Forty-Five Lakhs only) comprising 1,54,50,000 equity shares of ^10/- each

The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 has been furnished.

6. SUBSIDIARIES:

The Company does not have any Subsidiary, Associate, or Joint Venture Company as on March 31, 2026. During the financial year under review, no company became or ceased to be a Subsidiary, Associate, or Joint Venture of the Company. However, as on March 31, 2026, the Company has the following Joint venture in the form of Association of person (AOP):

• MEPIDL-MCL JV: The Company had entered a Joint venture with MEP Infrastructure Developers Limited namely MEPIDL - MCL JV for the eight lining of the existing 4 lane road from 539.202 KM to 563 KM section of NH 3 (new National Highway 848), a distance of 23.800 kilometers to be executed on Engineering, Procurement, Construction (EPC)

• AQUATECH - MEPL JV: The Company had entered a Joint Venture with Aquatech Solutions private Limited namely Aquatech - MEPL JV for Jointly execution of Project for construction of underground Sewage network, Pumping Station and Sewage Treatment plant of 13 MLD Capacity of Khopoli Underground Sewerage Scheme for the Khopoli Municipal Council Maharashtra.

• AQUATECH - MEPL NASHIK JV: The Company had entered into a Joint Venture with Aqautech Solutions Private Limited namely Aquatech- MEPL Nashik JV for Jointly development / Execution of contract of The Nashik Municipal Corporation for "Design, Construction, Supply, Erection, Testing and Commissioning of 11.5 MLD STP, 29.5 MLD TTP & allied works, followed by O &M of 60 months.

7. CONSOLIDATED FINANCIAL STATEMENTS:

Consequent to the fact that the Company has no Subsidiary, Associate, or Joint Venture Company, the preparation and presentation of Consolidated Financial Statements under Section 129(3) of the Companies Act, 2013, and the Rules made thereunder, are not applicable to the Company for the financial year ended March 31, 2026.

8. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and strictly adheres to the corporate governance requirements stipulated by the Securities and Exchange Board of India ("SEBI").

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), a detailed report on Corporate Governance forms an integral part of this Annual Report.

The requisite compliance certificate from the Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance and a declaration signed by the Managing Director & CEO of the Company, affirming compliance by the Members of the Board and Senior Management personnel with the Companys Code of Conduct are annexed to the Corporate Governance Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34(2)(e) of the SEBI (LODR) Regulations, 2015, a detailed review of the Companys operations, performance, and outlook is set out under the Management Discussion and Analysis Report, which forms a separate and integral part of this Annual Report.

10. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return for the financial year ending March 31,2026, is placed on the website of the Company at www.mep.ltd.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Vaishali Sahebrao Mulay (DIN: 06444900), Director, retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, offers herself for re-appointment. The Board recommends re-appointment for approval by the Members at the AGM.

During the financial year, the following changes took place in the composition of the Board and Key Managerial Personnel (KMPs) of the Company;

• Mrs. Shruti Jigar Shah (DIN: 11222680) was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from August 01,2025, and subsequently resigned with effect from August 26, 2025.

• Mr. Ajit Arvind Sagane (DIN: 07811647) was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from August 28, 2025, and his appointment was regularized at the Annual General Meeting held on September 30, 2025.

• Dr. Pandit Sawant (DIN: 01314545), Non-Executive Independent Director, resigned from the Directorship of the Company with effect from August 02, 2025.

• Mr. Jashandeep Singh (DIN: 09324003), Whole-time Director, resigned from the Directorship of the Company with effect from March 13, 2026.

• Mrs. Francisca Rosario was appointed as Chief Financial Officer (CFO) of the Company with effect from May 30, 2025.

• Mr. Suraj Dhumale was appointed as Company Secretary & Compliance Officer of the Company with effect from May 30, 2025, and resigned with effect from December 12, 2025.

• Ms. Devanshi Kevin Shah was appointed as Company Secretary & Compliance Officer of the Company with effect from March 24, 2026.

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) read with Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, all Independent Directors have submitted declarations confirming that they meet the criteria of independence and are not disqualified. In the opinion of the Board, they fulfill all statutory conditions and operate completely independent of the management.

The Company has received written confirmations in Form DIR-8 from all Directors in terms of Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, stating that they are not disqualified from being appointed or continuing as Directors.

The brief resume, expertise, and other relevant disclosures for the Director seeking re-appointment at the ensuing Annual General Meeting (AGM)?as mandated under Secretarial Standard-2 (SS-2) and the SEBI (LODR) Regulations, 2015, are furnished within the accompanying Notice of the AGM.

As on March 31, 2026, the Key Managerial Personnel (KMPs) of the Company under Section 2(51) and Section 203 of the Companies Act, 2013 were:

• Mr. Fattehsingh Patil (Managing Director),

• Mrs. Francisca Rosario (Chief Financial Officer), and

• Ms. Devanshi Kevin Shah (Company Secretary and Compliance Officer).

After the close of the financial year under review:

• Ms. Devanshi Kevin Shah resigned from her position with effect from May 30, 2026. Mrs. Anisha Suraj Rajbhar was appointed as the Company Secretary and Compliance Officer with effect from June 01, 2026, and resigned with effect from July 10, 2026.

• Mrs. Francisca Rosario resigned from her position with effect from June 30, 2026, and Mr. Navraj Bhatt was appointed as the Chief Financial Officer (CFO) with effect from July 01, 2026.

• Mr. Abhijit Jayant Deshpande (DIN: 02926610) was appointed as an Additional Director in the capacity of (Non- Executive and Independent Director) Director of the Company with effect from May 12, 2026 and the same was approved by the Members through Postal ballot on August 08,2026.

12. MEETINGS:

Meetings of the Board and its Committees are planned in advance. A tentative annual meeting calendar is provided to the Directors in advance to facilitate optimal attendance.

Detailed agendas and notes are circulated prior to the meetings. In instances of administrative urgency, the Board exercises its option to pass resolutions by circulation or hold short-notice meetings as permitted by law.

Resolutions and directives are instantly communicated to the respective departments. Furthermore, an Action Taken Report concerning previous decisions is regularly placed before the Board at its next consecutive meeting to ensure ongoing oversight.

13. BOARD AND COMMITTEES THERE OF:

The Nomination and Remuneration Committee (NRC) defines the requisite skills, expertise, and attributes required for the Board as a whole and its individual Members. The Board has identified the following core competencies as critical in the context of the Companys strategic industrial automation business sectors:

• Strategic Leadership: Corporate strategy, general management, and business planning.

• Industry & Value Chain Expertise: Deep insight into business dynamics, sector verticals, and automation value chains.

• Governance & Compliance: Risk management, legal compliances, tax, finance, and corporate social responsibility.

The Board is satisfied that its current composition reflects an optimal mix of diversity, independence, and technical expertise, ensuring rigorous adherence to ethical standards, transparency, and fiduciary responsibilities.

To ensure focused oversight and streamlined decision-making, the Board has delegated specific functional mandates to its committees. All recommendations of these Committees are placed before the Board for noting or formal approval. As on March 31, 2026, the Company has three statutory Board committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of the composition of the Board and Committees, Meetings of the Board and Committees held thereof during the financial year, and attendance threats have been provided in the Corporate Governance Report forming part of this Annual Report:

14. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Company has received declarations from all Independent Directors confirming compliance with the criteria of independence outlined in Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors registers its explicit opinion regarding the Independent Directors appointed or re-appointed during the financial year under review.

15. INDEPENDENT DIRECTORS MEETING:

In accordance with Section 149(8) read with Schedule IV to the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was convened on March 24, 2026. The meeting was conducted without the attendance of Non-Independent Directors or any Members of the corporate management team.

During the meeting, the Independent Directors comprehensively evaluated and recorded their assessments regarding:

• The performance of individual Non-Independent Directors and the collective functionality of the Board of Directors.

• The performance of the Chairperson of the Company, based on the views received from both Executive and Non- Executive Directors.

• The structural quality, clarity, and timeline of operational and financial information flow from management, confirming it is optimal for driving informed board-level decision-making.

16. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS:

In compliance with the provisions of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has structured and implemented a familiarisation programme for the Independent Directors. This is designed to familiarize with their roles, statutory rights, and strategic responsibilities, alongside updates on the nature of the industry, the Companys operational frameworks, business model, and overall performance dynamics.

Pursuant to Regulation 46(2)(i) of the SEBI Listing Regulations, the complete details of the familiarisation programmes conducted during the year, including the number of programmes attended and hours spent by individual Independent Directors, are hosted on the website of the Company and can be accessed at www.mep.ltd

17. PERFORMANCE EVALUATION:

Pursuant to the provisions of Section 134(3)(p) read with Schedule IV to the Companies Act, 2013, and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out a formal annual evaluation of its own performance, the individual performance of its Directors, as well as the functioning of its operational Committees.

The evaluation framework was designed and administered based on the criteria specified by the Nomination and Remuneration Committee (NRC), on following parameters:

• Evaluation of the Board as a Whole: Assessed on broad aspects including Board structure, composition, frequency and diligence of meetings, execution of key fiduciary responsibilities, systemic risk management, and the overall robustness and transparency of information flow from management.

• Evaluation of Board Committees: Assessed on the adequacy of their composition, clarity of mandates, compliance with respective Terms of Reference, and the effectiveness of their interactions and decision-making processes.

• Evaluation of Individual Directors: Evaluated on individual attributes such as meeting attendance, preparedness, proactive contribution to core strategy, exercise of independent judgment, and active guidance provided to the management team outside of formal boardroom discussions.

In alignment with statutory requirements, the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson was evaluated by the Independent Directors in their separate meeting held on March 24, 2026, taking

into consideration feedback from both Executive and Non-Executive Directors. The outcomes of the evaluation process were discussed at the subsequent meeting of the Board of Directors.

The performance evaluation of individual Independent Directors was concluded by the entire Board, excluding the specific Director being evaluated.

18. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

In accordance with the provisions of Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee (NRC) has formulated a comprehensive Nomination and Remuneration Policy. This policy establishes well-defined criteria for determining qualifications, positive attributes, and independence for selecting and appointing Directors, Key Managerial Personnel (KMP), and Senior Management Personnel.

The policy ensures that the level and composition of remuneration is reasonable, performance-linked, and sufficient to attract and retain talent required to run the Company successfully. The detailed Nomination and Remuneration Policy, along with the specific selection criteria, is hosted on the Companys website and can be accessed at www.mep.ltd

19. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES:

Pursuant to Section 178(4) of the Companies Act, 2013, and applicable SEBI Listing Regulations, the Board has approved a comprehensive Nomination and Remuneration Policy framework based on the recommendation of the Nomination and Remuneration Committee (NRC).

This Policy governs the criteria for identifying, selecting, appointing, and retiring Directors, Key Managerial Personnel (KMP), and Senior Management Personnel. It explicitly lays down the parameters for determining qualifications, positive attributes, professional expertise, and the independence of Directors, alongside defining a progressive approach toward Board diversity.

The said policy document is available on the Companys website and can be accessed at www.mep.ltd

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certain listed entities are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report, describing the initiatives taken by them from an Environmental, Social, and Governance (ESG) perspective.

Since the Companys average market capitalization does not fall within the threshold, the provisions of the regulation regarding Business Responsibility and Sustainability Report (BRSR) are not applicable to the Company during the financial year 2025-26.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility became applicable to the Company as its net profit for the financial year ended March 31,2025, crossed the threshold limit of Rs. 5 Crores.

In terms of Section 135(9) of the Act, where the CSR expenditure obligation of a company does not exceed Rs. 50 Lakhs, the requirement for constituting a CSR Committee is exempt, and the Board of Directors shall discharge all functions of such a committee. Since the CSR expenditure obligation of your Company fell below this Rs. 50 Lakh threshold, the Company was not required to constitute a separate CSR Committee, and the Board has directly overseen the CSR functions.

The Board of Directors approved the formal CSR Policy in its meeting held on November 13, 2025. The policy outlines the Companys strategy and focus areas for social development, and the same is accessible on the Companys website at www.mep.ltd

The detailed Annual Report on CSR activities, as required under the rules, is annexed to this report as Annexure-I.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Pursuant to the provisions of Section 134(3)(g) and Section 186(4) of the Companies Act, 2013, the full particulars of the loans advanced, guarantees extended, securities provided, and investments made by the Company during the financial year 2025-26 are set out in the Notes to the Financial Statements.

23. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION:

Disclosures pertaining to the remuneration and other statistical details as mandated under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith as Annexure ‘II and form an integral part of this Report.

In terms of the first proviso to Section 136(1) of the Act, the Annual Report and Financial Statements are being sent to the Members excluding the statement containing particulars of the top ten employees and those employees drawing remuneration more than the statutory thresholds prescribed under Rules 5(2) and 5(3) of the said Rules.

The aforesaid statement is available for inspection by the Members. Any Member interested in obtaining a copy of this statement may submit a formal request to the Company Secretary at cs@mep.ltd.

24. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

In accordance with the provisions of Section 177(9) and (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 through its Whistle Blower Policy. This framework provides a formal and secure channel for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or any structural violation of the Companys Code of Conduct and Ethics Policy.

The policy incorporates comprehensive safeguards against the victimization of individuals who utilize this mechanism. It also provides a distinct provision for direct access to the Chairperson of the Audit Committee in exceptional cases. The Board affirms that during the financial year 2025-26, no personnel were denied access to the Audit Committee.

The detailed Whistle Blower Policy and Vigil Mechanism framework are hosted on the Companys website and can be accessed at www.mep.ltd

25. RELATED PARTY TRANSACTIONS AND POLICY:

In terms of Section 134(3)(h) and Section 188 of the Companies Act, 2013, read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all transactions attracting related party compliance were placed before the Audit Committee and the Board of Directors for review and approval.

Omnibus approval for routine and recurring related party transactions has been obtained from the Audit Committee, subject to the criteria and conditions specified in the Companys Policy. In compliance with statutory requirements, a statement detailing the nature, value, and commercial terms of all transactions executed under this approval is presented to the Audit Committee on a quarterly basis for its review and monitoring.

During the financial year ended March 31, 2026, the Company has not entered any material related party transactions as defined under the Act and all transactions were performed in the ordinary course of business at arms length, hence particulars of transaction in Form AOC-2 is not required for the financial year 2025-26.

The Related Party Transactions Policy is hosted on the Company website and can be accessed at www.mep.ltd

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by any Regulators, Courts, or Tribunals during the financial year under review, that would impact the going concern status of the Company and its future operations.

27. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Reports.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

ii. The Directors 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 as at March 31, 2026 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Annual Accounts have been prepared on a going concern basis;

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Statutory Auditors of the Company have opined on the adequacy and operating effectiveness of the Internal Financial Controls over Financial Reporting (IFCOFR) in their Independent Auditors Report.

29. STATUTORY AUDITORS AND AUDITORS REPORT:

The Members of the Company, at their 77th Annual General Meeting (‘AGM) held on September 30, 2023, approved the appointment of M/s. S K Patodia & Associates LLP, Chartered Accountant (Firm Registration No. 112723W/W100962), as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of the 77th AGM until the conclusion of the 82nd AGM to be held in the calendar year 2028.

The Auditors Report issued by the Statutory Auditors on the Financial Statements of the Company for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer. The notes to the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

During the year under review, the Statutory Auditors have not reported any instances of fraud to the Central Government or the Audit Committee/Board of Directors under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

30. COST RECORDS AND COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company for the financial year ending March 31,2026. Accordingly, the Company is not required to maintain cost records or undergo a cost audit for the year under review.

31. SECRETARIAL AUDIT AND SECRETARIAL AUDITORS 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 appointed M/s. Nidhi Bajaj & Associates, Practicing Company Secretaries (CP No. 14596), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2026.

The observations of the Secretarial Auditors are self-explanatory and does not require any comments.

The Secretarial Audit was conducted in accordance with the prescribed statutory framework, and the Secretarial Auditors Report in Form MR-3 is annexed herewith as Annexure - ‘III, forming an integral part of this Report.

32. AUDIT TRAIL (EDIT LOG):

Pursuant to the Section 134(5) and relevant rules under the Companies Act, 2013, the Directors confirm that:

• The Company has used accounting software for maintaining its books of account for the financial year ended March 31,2026, which features an inbuilt audit trail (edit log) facility.

• The audit trail facility operated continuously throughout the financial year for all relevant transactions recorded in the software.

• There has been no tampering with the audit trail feature during the period under review.

• The audit trail logs have been preserved by the Company in accordance with the statutory requirements for the retention of records.

33. SECRETARIAL STANDARDS:

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

34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal control framework commensurate with the size of its business and the nature of its operations. These systems ensure that the resources of the Company are utilized efficiently and effectively to ensure that:

• Assets are safeguarded and protected against loss from unauthorized use or disposition.

• All significant transactions are authorized, recorded, and reported correctly.

• Financial and other accounting records are reliable for preparing financial information and maintaining accountability of assets.

The internal control systems are supplemented by an extensive internal audit program, continuous reviews by the Management, and documented corporate policies, guidelines, and procedures.

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Pursuant to Section 134(5)(e) of the Companies Act, 2013, the Company has in place an adequate Internal Financial Controls framework commensurate with the size, scale, and complexity of its operations. This framework comprises robust policies and procedures designed to ensure:

• The proper, orderly, and efficient conduct of the Companys business.

• The safeguarding of its corporate assets and resources.

• The prevention and detection of frauds, errors, and irregularities.

• The accuracy and completeness of the accounting and financial records.

• The timely preparation and presentation of reliable financial information.

The Company has adopted accounting policies that strictly align with the applicable Accounting Standards and the provisions of the Act. During the financial year under review, such controls were tested and no reportable material weaknesses in design or operation were observed.

36. RISK MANAGEMENT:

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a robust Business Risk Management framework. This framework is designed to proactively identify, assess, monitor, and mitigate various elements of business risks that may threaten the operations or the going concern status of the Company. The risk management framework defines the risk management approach of the Company and outlines institutional mechanisms for;

• Periodically reviewing external and internal business risk factors.

• Formulating risk mitigation strategies and establishing defensive internal controls.

• Maintaining clear documentation and structured reporting protocols for key risk parameters.

The framework utilizes diverse risk evaluation methodologies to analyse exposure trends and potential operational impacts. This assessment is conducted at both the enterprise level and across individual business segments to safeguard stakeholder value.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe, secure, and conducive work environment that is free from discrimination and harassment, including sexual harassment. In line with this commitment, the Company has implemented a comprehensive Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace.

The Company has duly constituted an Internal Committee (IC) across its workplaces in strict compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules framed thereunder. The policy is accessible to all employees and applies universally, regardless of employment nature, to protect individuals against harassment.

Pursuant to the requirements under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the details of complaints received and resolved during the financial year ended March 31,2026, are set out below:

• Number of complaints filed during the financial year : Nil

• Number of complaints disposed of during the financial year : Nil

• Number of complaints pending as on the end of the financial year: Nil

38. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

Pursuant to the provisions of the Companies (Accounts) Rules, 2014 (as amended from time to time), the Board of Directors affirms that the Company has complied with all applicable statutory provisions relating to the Maternity Benefit Act, 1961, and the rules framed thereunder.

During the financial year under review, no material complaints or instances of non-compliance were recorded under the provisions of the said Act.

39. ENVIRONMENT AND SAFETY:

The Company is committed to maintaining high standards of Safety, Health and Environmental (SHE) performance across all its activities, products, and services.

To achieve this, the Company continuously refines its operational processes, adopts safer technologies, and invests in process automation to minimize human error and enhance workplace safety. Upgradation and monitoring of the safety management systems are carried out on a continuous basis to ensure a safe, healthy, and sustainable work environment for all stakeholders.

40. INDUSTRIAL RELATIONS:

The industrial relations of the Company remained peaceful, cordial, and harmonious throughout the financial year ended March 31, 2026. The Directors place on record their deep appreciation for the dedication, commitment, and cooperation extended by employees at all levels.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the relevant data and particulars concerning conservation of energy, technology absorption, and foreign exchange earnings and outgo for the financial year ended March 31,2026, are detailed below [Section 134 Companies Act 2013]:

Conservation of Energy:

(a) Steps taken or impact on conservation of energy: The Company maintains an ongoing commitment to energy efficiency across all administrative and operational levels. During the year under review, the Company optimized its power utilization by upgrading to energy-efficient LED lighting, optimizing load configurations of existing machinery, and enforcing strict schedules for peak-load operations to avoid wastage.

(b) Steps taken by the Company for utilizing alternate sources of energy: The Company continuously reviews opportunities to integrate clean energy into its infrastructure. While the primary energy demands are met through the local utility grid, the Company is exploring feasible options for installing commercial solar rooftops or procuring green energy.

(c) Capital investment on energy conservation equipment: No standalone or material capital expenditure was directed specifically toward specialized energy-saving equipment during the financial year under review. Minor costs were absorbed under routine repairs, maintenance, and facility upgrades.

Technology Absorption:

(a) Efforts made towards technology absorption: The Company continues to operate using advanced, modern, and proven indigenous operational technologies. Processes are continuously updated through software upgrades, automated tracking systems, and regular technical training workshops for operational personnel to maximize resource yields and minimize cycle times.

(b) Benefits derived like product improvement, cost reduction, or product development: The steady absorption and monitoring of day-to-day process automation have successfully minimized operational bottlenecks, reduced administrative overheads, enhanced structural accuracy in data reporting, and created a safer operating workflow for employees.

(c) Imported Technology: The Company has not imported any specialized foreign technology or machinery during the last 3 (three) financial years.

(d) Expenditure incurred on Research and Development (R&D): No separate, dedicated capital or revenue expenditure was allocated exclusively to a formalized Research and Development wing during the financial year ended March 31,2026. Routine product improvement and quality checks are conducted internally as part of regular manufacturing and operations.

Foreign Exchange Earnings and Outgo:

The total actual foreign exchange earnings and outgo recorded on a cash basis during the current and preceding financial years are as follows:

Particulars	FY 2025-26 (Rs. In lakhs)	FY 2024-25 (Rs. In lakhs)
Foreign Exchange Earnings (Inflow)	Nil	Nil
Foreign Exchange Outgo (Outflow)	Nil	Nil

42. PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits falling within the purview of Chapter V of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. No public deposits were outstanding or remained unpaid or unclaimed at the beginning or end of the financial year ended March 31,2026.

43. DETAIL OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the financial year under review, no application was made and no corporate insolvency resolution proceedings are pending against or by the Company under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal (NCLT).

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION:

During the financial year under review, the Company has not entered into any One-Time Settlement (OTS) with any Bank or Financial Institution. Consequently, the disclosure of the difference between the valuation amount at the time of the settlement and the valuation while availing the loan is not applicable.

45. DISCLOSURE OF AGREEMENTS:

The disclosures required under Para F of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company. During the financial year ended March 31, 2026, the Company has not entered into any such agreements as specified under the said regulations.

46. CAUTIONARY STATEMENT:

Statements in this Boards Report, the Management Discussion and Analysis, the Notice to the Shareholders, or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates, and expectations may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied in such statements due to various factors. These factors include, but are not limited to, general economic and market conditions, changes in government regulations, tax laws, cyclical demand, and other incidental factors over which the Company does not have direct control.

47. ACKNOWLEDGEMENT AND APPRECIATION:

The Directors place on record their sincere appreciation for the continued cooperation, trust, and support extended to the Company by its valued customers, vendors, business partners, financial institutions, banks, and Shareholders. The Directors also express their gratitude to the Central and State Governments, local authorities, and regulatory bodies for their guidance and ongoing support.

Further, the Board takes this opportunity to recognize and appreciate the dedication, hard work, and commitment of employees at all levels, whose efforts have been instrumental in driving the growth and operational continuity of the Company.

	By Order of the Board of Directors of
	Modern Engineering and Projects Limited
	Sd/-
	Fattehsingh Krishnrao Patil
	Managing Director
	DIN:10738344
	Sd/-
	Radheshyam Mopalwar
	Director
Place: Mumbai	DIN:02604676
Dated: August 13, 2026
Registered Office:
Unit no. 1106, 11th Floor, Hallmark Business Plaza,
Near Guru Nanak Hospital, Bandra (East), Mumbai - 400051.