MPDL Ltd Directors Report

To The Members,

Your Directors are pleased to present the 24th (Twenty Fourth) Annual Report on the business and operations of MPDL Limited ("the Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY

A summary of the Companys Financial Results for the Financial Year ended March 31, 2026 is as under:

Particulars	Standalone F.Y 2025-2026	Standalone F.Y 2024-2025	Consolidated F.Y 2025-2026	Consolidated F.Y 2024-2025
Total Revenue	2144.67	676.98	2144.67	676.98
Total Expenses	3012.90	1068.57	3160.40	1189.65
Profit before tax (after Exceptional Item)	(868.23)	(391.59)	(1015.73)	(512.67)
Tax Expenses (Including Deferred Tax)	(218.19)	(96.05)	(218.19)	(96.05)
Profit after Tax	(650.04)	(295.54)	(797.54)	(416.62)

(Rs. in lakhs)

2. STATE OF AFFAIRS OF THE COMPANY/BUSINESS PERFORMANCE

The Project titled M1 Tower at Faridabad is complete in all respects and has been launched for sale/lease. The Tower is attracting fair amount of interest from end users because of location advantage. The Company has also obtained the approval from fire department and Occupancy Certificate. The area in the Building is up for sale and a sizeable area has been sold to the some good prominent clients. We hope that the balance area proposed to be sold should happen by the close of the Financial Year.

Standalone Financials

During the year under review, your companys standalone gross revenue was Rs. 2144.67 Lakhs as compared to Rs. 676.98 Lakhs in the previous financial year. Further, for the Financial Year ended March 31, 2026, the Company has incurred a Profit/(Loss) Before Tax (PBT) of Rs. (868.23) Lakhs as compared to loss of Rs. (391.59) Lakhs in the previous financial year and incurred Profit/(Loss) After Tax (PAT) of Rs. (650.04) Lakhs as compared to loss of Rs. (295.54) Lakhs in the previous financial year.

Consolidated Financials

During the year under review, your Companys consolidated gross revenue was Rs. 2144.67 Lakhs as compared to Rs. 676.98 Lakhs in the previous financial year. Further, for the Financial Year ended March 31, 2026, consolidated Profit/(Loss) Before Tax (PBT) of Rs. (1015.73) Lakhs as compared to loss of Rs. (512.67) Lakhs in the previous financial year and consolidated Profit/(Loss) After Tax (PAT) of Rs. (797.54) Lakhs as compared to loss of Rs. (416.62) Lakhs in the previous financial year.

3. CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review, there was no change in the nature of business of the Company.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments, materially affecting the financial position of the Company or having any material impact on the operations of the Company have occurred between the end of the financial year i.e. March 31, 2026 and date of this report.

5. DIVIDEND AND RESERVES

In view of the Companys financial performance during the year and considering future business prospects, the Board of Directors has not recommended any dividend for the financial year 2025-26.

Further, no amount has been transferred to the reserves during the year under review.

6. PUBLIC DEPOSITS

During the financial year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 and other applicable provisions of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount of principal or interest in respect of public deposits was outstanding as on March 31, 2026.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 was Rs. 22,50,00,000 (Rupees Twenty Two Crores Fifty Lakhs only) divided into:

- 75,00,000 (Seventy Five Lakh) Equity Shares of Rs.10/-(Rupees Ten Only) each, and

- 15,00,000 (Fifteen Lakh) Preference Shares of Rs. 100/-(Rupees Hundred Only) each.

The Issued, Subscribed, and Paid-up Share Capital of the Company as on March 31, 2026 was Rs. 7,41,25,240/- (Rupees Seven Crores Forty-One Lakhs Twenty-Five Thousand Two Hundred and Forty only), comprising 74,12,524 (Seventy-Four Lakhs Twelve Thousand Five Hundred and Twenty-Four) equity shares of Rs. 10/- each.

During the year, the Company did not issue any shares with differential voting rights, sweat equity shares or convertible securities.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2026, the Company has no subsidiary or Joint Venture. The Company has one Associate Company:

1. Cambridge Construction (Delhi) Private Limited

As on March 31, 2026, MPDL Limited holds 48.98% of the equity share capital of Cambridge Construction (Delhi) Private Limited.

In compliance with the requirements of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Associate Company in the prescribed Form AOC-1 forms part of this Report and is annexed as Annexure – 1.

Further, no Company became or ceased to be the subsidiary, associate and joint venture of the Company during the Financial Year 2025 -26.

9. HIGHLIGHT OF PERFORMANCE OF ASSOCIATE COMPANY & CONTRIBUTION TO OVERALL PERFORMANCE

During the year under review, the Associate Company, Cambridge Construction (Delhi) Private Limited, did not record any operational turnover. However, it earned an income of Rs. 113.25 Lakhs from other sources and reported a net loss of Rs. 10.34 Lakhs for the financial year ended March 31, 2026.

The financial results of the Associate Company have been duly accounted for in the Consolidated Financial Statements of the Company in accordance with the applicable Indian Accounting Standards (Ind AS). The Board continues to closely monitor the Associate Companys operations and financial performance and is committed to supporting measures aimed at improving its future business prospects.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

MPDL Limited has an appropriate mix of directors on its Board. As on March 31, 2026, the Board consisted of one (1) Executive Director, one (1) Non - Executive Non-Independent Director and two (2) Non-Executive Independent Directors including one (1) Women Independent Director.

Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas, the complete list of which has been provided in the Corporate Governance Report forming part of this Report.

During the FY 2025-2026, the following changes took place in the composition of the Board:

- Based on recommendation of Nomination and Remuneration Committee, Mr. Sandeep Kumar, was appointed as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from November 13, 2025 in terms of Section 161(1) of the Act and the Articles of Association of the Company for a term of five (5) consecutive years. His appointment was also approved by the Members of the Company through a special resolution passed by postal ballot held on January 05, 2026 (deemed to be passed on January 04, 2026 being the last date of receipt of postal ballot e-voting).

- Mr. Sagar Tanwar has stepped down from the board of the Company w.e.f. August 14, 2025 due to his resignation. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure.

- Ms. Babika Goel has stepped down from the board of the Company w.e.f. February 02, 2026 due to her resignation. The Board places on record its sincere appreciation for the valuable contribution made by her during her tenure.

- Subsequent to the close of the Financial Year, Mr. Santosh Kumar Jha (DIN: 10052694), Whole-time Director of the Company, resigned from the office of Director with effect from August 13, 2026. The Board places on record its sincere appreciation for the valuable services rendered by him during his tenure with the Company.

- Furthermore, subsequent to the close of the Financial Year, the Board of Directors at their meeting held on August 13, 2026 appointed Mr. Kunal Kapoor as an Additional Director in the capacity of Whole Time Director and Key Managerial Personnel of the Company in terms of Section 161(1) of the Act and the Articles of Association of the Company for a term of 3(Three) consecutive years with effect from August 13, 2026 to August 12, 2029 (both days inclusive) subject to the approval of the Members at the ensuing Annual General Meeting.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

Directors of MPDL Limited as on March 31, 2026:

S.No.	Name of Director	Designation
1	Mr. Rajesh Paliwal	Chairperson and Non-Executive Non-Independent Director
2	Mr. Santosh Kumar Jha	Whole-Time Director
3.	Mr. Sandeep Kumar	Independent Director
4.	Ms. Shweta Bansal	Independent Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association, Mr. Rajesh Paliwal (DIN: 03098155), Director of the Company, retires by rotation at the forthcoming 24th Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration and approval of the Members of the Company at the ensuing 24th Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the following persons were designated as the Key Managerial Personnel (KMP) of the Company as on March 31, 2026:

S.No.	Name of Key Managerial Personnel	Designation
1	Mr. Santosh Kumar Jha	Whole-Time Director
2	Mr. Satyajit Pradhan	Chief Financial Officer
3	Ms. Bhumika Chadha	Company Secretary and Compliance officer

There was no change in the KMP of the Company during the Financial Year 2025-26.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). Further, they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise and experience (including proficiency) of all Independent Directors on the Board including those appointed during the Financial Year.

During the financial year under review, a separate meeting of the Independent Directors of the Company was held on May 29, 2025, without the attendance of Non-Independent Directors and members of the management, in accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Independent Directors, at their meeting held on May 29, 2026, evaluated the performance of the Board as a whole, the performance of the Non-Independent Directors and the Chairperson of the Company, taking into account, inter alia, the views of the Executive and Non-Executive Directors.

12. APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment/re-appointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity of the appointee. The Committee also assesses the independence of directors at the time of their appointment/re-appointment as per the criteria prescribed under the provisions of the Act, the Rules made thereunder and the SEBI LODR Regulations.

The Company has the Remuneration Policies in place for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel, Senior Managerial Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations.

The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link https://www.mpdl.co.in/codes-policies-others/.

13. ANNUAL BOARD EVALUATION

In terms of provisions of the Companies Act, 2013 and Regulation 17(10), 19(4), 25(4) and Part D of Schedule II of SEBI Listing Regulations, the Board conducts an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees through questionnaire designed with qualitative parameters and feedback based on ratings and open comments.

The Board has adopted Board Evaluation Policy ("Policy") for carrying out the evaluation of Board as whole, the Board Committees and individual Directors including Independent Directors. The Policy covers the performance evaluation criteria of all the directors including independent directors. The criteria covered to conduct the evaluation process includes contribution to and monitoring of corporate governance practices, knowledge & update of relevant areas, participation in the long term strategic planning and fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active/effective participation at the Board and Committee meetings, representation of shareholders interest and enhancing shareholders value etc.

Pursuant to the Policy, Board has carried out the annual performance evaluation of the Board as whole, all the Board Committees and individual Directors for the FY 2025-26 in May 2026 as per the parameters prescribed in the evaluation forms provided in the Policy for evaluation of Board as whole, the Board Committees and individual Directors which include various aspects of Boards functioning.

Further, Independent Directors have also carried out the performance evaluation for the FY 2025-26 of Board as a whole, Non-Independent Directors and Chairperson of the Company in their meetings held on May 29, 2026.

The Board of Directors expressed their satisfaction with the Policy and Annual Performance Evaluation process and evaluation results.

14. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the financial year ended March 31, 2026, five (5) meetings of the Board of Directors were convened and held. The details regarding the number of Board meetings held during the financial year 2025-26, including the dates and attendance, form part of the Corporate Governance Report.

The Company has complied with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

In accordance with statutory and regulatory requirements, the Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Executive Committee

5. Finance Committee

The composition, terms of reference, number of meetings held, and attendance details of the above Committees are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report. The Board has accepted all the recommendations made by the Audit Committee

15. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties during the financial year were in the ordinary course of business and on an arms length basis and accordingly, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

The policy is also uploaded on the website of the Company and can be accessed through the link https://www.mpdl.co.in/wp-content/uploads/2026/05/MPDL-RPT-Policy-1.pdf

Further, there were no materially significant related party transactions entered into by the Company during the financial year which could have a potential conflict with the interest of the Company.

Accordingly, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are not required to be reported in Form AOC-2. The details of transactions with related parties, as applicable, are disclosed in the Notes to the Standalone and Consolidated Financial Statements forming part of this Annual Report.

In accordance with Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, Form AOC – 2 is annexed as Annexure-2.

16. AUDITORS

i) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s O P Bagla & Co. LLP, Chartered Accountants (Firm Regn. No.000018N/N500091) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 28, 2022. They shall hold such office from the conclusion of 20th Annual General Meeting till the conclusion of 25th Annual General Meeting.

The Company has received a certificate from M/s O P Bagla & Co. LLP confirming that they meet the eligibility criteria prescribed under Section 141 of the Companies Act, 2013.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The report does not contain any qualification, reservation, or adverse remark, and therefore, no explanation by the Board is required in this regard.

ii) Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on August 13, 2025, based on the recommendation of the Audit Committee, approved the appointment of M/s Sanjay Grover & Associates, Practicing Company Secretaries (Firm Registration No. P2001DE052900) as the Secretarial Auditor of your Company for the term of five (5) consecutive financial years from financial year 2025-26 to financial year 2029-30. The said appointment was also approved by the Members of the Company at the 23rd Annual General Meeting held on September 29, 2025.

The Secretarial Audit Report in Form MR-3 for the Financial Year 2025-26 is annexed to this report as Annexure -3. The Report does not contain any qualification, reservation, or adverse remark, accordingly, no explanation by the Board is required.

iii) Internal Auditor

Pursuant to the provisions of Section 138 of Companies Act, 2013, the Company had appointed M/s SilverEdge Management Services, LLP, Chartered Accountants (LLP Registration No.: ABZ-0853), as Internal Auditors of the Company for the FY 2025-26.

The Internal Auditor conducts the internal audit of the Company and submits its reports to the management and the Audit Committee at periodic intervals. The Audit Committee reviews the internal audit reports and the observations contained therein and monitor the implementation of the recommendations, wherever applicable.

The Internal Auditor has not reported any material observation or adverse finding requiring specific disclosure in this Report.

17. DIRECTORS RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134(3)(c), and based upon the detailed representation, due diligence and inquiry thereof and the Board of Directors assures and confirm as under:

a. 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 explanation relating to material departures;

b. 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 the end of the Financial Year 2025-26 and of the profit and loss 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts for the financial year ended March 31, 2026 have been prepared on a going concern basis;

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

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

18. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has an adequate system of internal financial controls commensurate with the size, scale and complexity of its operations. The internal control framework is designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. The control framework is periodically reviewed and strengthened through appropriate policies, processes and standard operating procedures.

The internal audit function for the financial year ended March 31, 2026 was carried out by M/s SilverEdge Management Services LLP, Chartered Accountants (LLP Registration No. ABZ-0853). The scope and coverage of internal audit are approved by the Audit Committee and are based on an annual risk assessment.

The Audit Committee periodically reviews the adequacy and effectiveness of the internal control systems and recommends measures for further strengthening the control environment. The Company has a robust Management Information System ("MIS"), which forms an integral part of its internal control mechanism.

The internal audit reports, significant audit observations and the status of implementation of corrective actions are periodically placed before the Audit Committee. The recommendations of the Internal Auditor are reviewed by the management, and appropriate corrective and preventive actions are implemented. To maintain independence and objectivity, the Internal Auditor functionally reports to the Audit Committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, were not applicable to the Company during the financial year under review, as the Company did not meet any of the applicability criteria prescribed under Section 135(1) of the Act.

The provisions of Section 135 of the Act were applicable to the Company for the financial year 2024-25. However, based on the average net profits of the Company for the preceding three financial years, computed in accordance with Section 198 of the Act, no CSR expenditure was required to be incurred by the Company for the financial year 2024-25. Accordingly, the Company did not have any CSR obligation for the financial year 2024-25 and was not required to undertake any CSR activities or constitute a CSR Committee in respect thereof.

The CSR Policy of the Company is available on the website of the Company at: https://www.mpdl.co.in/wp-content/uploads/2025/08/MPDL-CSR-Policy.pdf.

Annual Report on CSR for the FY 2025-26 is annexed to this report as Annexure - 4.

20. LISTING OF SHARES

The Companys Equity Shares are listed at BSE Ltd, Mumbai. The Annual Listing Fees for the Financial Year 2026-27 has been paid to BSE Limited.

Further, the details in relation to listing of shares are given in the Corporate Governance Report attached with the Board Report.

21. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") is presented in a separate section as Annexure – 5 and forms an integral part of this Report.

22. RISK MANAGEMENT FRAMEWORK

The Company has established a robust risk management framework supported by an effective internal control system. The framework comprises appropriate policies, procedures and processes designed to identify, assess, monitor and mitigate risks that may adversely impact the Companys business objectives. Risk management is integrated into the Companys business planning, operational processes and decision-making framework.

(a) Technology Imported: NIL

(b) Year of Import: NIL

(c) Whether the technology has fully been absorbed: NIL

(d) If not fully absorbed, area where absorption has not taken place and reason thereof: NIL

iv. Expenditure incurred on Research and Development: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO - NIL

24. OTHER STATUTORY DISCLOSURES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or Internal Auditor of the Company has reported any instance of fraud committed against the Company by its officers or employees as required to be reported in terms of Section 143(12) of the Act.

STOCK OPTIONS SCHEME

The Company does not have any Scheme of Stock Option for its employees and directors etc.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and is accessible at the web-link: https://www.mpdl.co.in/annual-return-fy-2025-26/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments made by the Company under the aforesaid provisions during the Financial Year 2025-26 have been provided in the Note to the Standalone Financial Statements for the Financial Year ended March 31, 2026.

COMPOSITION OF AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report.

COST RECORDS

The Company is not required to maintain cost records and accounts as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. The same has also been displayed on the website of the Company and the link for the same is https://www.mpdl.co.in/wp-content/uploads/2025/04/MPDL-Whistle-Blower-Policy.pdf

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has constituted an Internal Complaints Committee (ICC) to consider and resolve complaints relating to sexual harassment at the workplace. The Policy is applicable to all employees of the Company, including permanent, contractual, temporary employees, trainees, interns and other persons covered under the provisions of the said Act.

During the financial year under review:

- Number of complaints of sexual harassment received: Nil

- Number of complaints disposed of: Nil

- Number of cases pending as on March 31, 2026: Nil

The Company is committed to providing a safe, secure and conducive work environment free from sexual harassment and ensuring dignity and equality at the workplace.

MATERNITY BENEFIT COMPLIANCE STATEMENT

The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, including maternity leave as applicable, nursing breaks, medical bonus, cr?che facilities (where applicable), and protection against termination on account of maternity leave."

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-6 to this Report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the requirements relating to Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate Corporate Governance Report, together with a Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report and is annexed as Annexure – 7.

Further, the Company has obtained a certificate from the Practicing Company Secretary certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as a Director of companies by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any other statutory authority, as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

APPLICATION/PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at March 31, 2026.

DIFFERENCE IN VALUATION

During the financial year under review, the Company did not enter into any one-time settlement with any bank or financial institution. Accordingly, disclosure regarding the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing loans from banks or financial institutions is not applicable.

25. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD

MPDL LIMITED

Sd/-

Rajesh Paliwal

Chairperson of the Company

DIN: 03098155

Sd/-

Kunal Kapoor

Whole Time Director

DIN : 06568920

Date: 13.08.2026

Place: Gurugram