MPF Systems Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 33^rd Annual Report together with the audited financial statements of the Company for the financial year ended on 31^st March, 2026.

1. FINANCIAL PERFORMANCE:

The Companys financial performance for the year ended on 31^st March, 2026 is summarized below:

(Amount in Lakhs)

Particulars	31st March, 2026	31st March, 2025
Revenue from Operations	445.49	0.00
Other Income	0.24	0.05
Total Income	445.73	0.05
Profit Before Tax	418.52	(169.89)
Tax Expenses	35.62	0.00
Net Profit for the Year	382.90	(169.89)
Earnings per Share (Basic)	14.08	(6.25)
Earnings per Share (Diluted)	14.08	(6.25)

2. BRIEF STATE OF COMPANYS AFFAIRS:

During the financial year ended March 31, 2026, the Company generated revenue from operations of Rs.445.49 Lakhs and reported a total income of Rs.445.73 Lakhs. The Company earned a Profit Before Tax of Rs.418.52 Lakhs and a Net Profit of Rs.382.90 Lakhs after tax, as against a Net Loss of Rs.169.89 Lakhs in the previous financial year. The financial performance reflects a significant turnaround and improvement in the Companys operations during the year under review.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the company during the financial year ended on March 31, 2026.

4. DIVIDEND:

Your Directors express their inability to recommend any dividend for the Financial Year 202526.

5. TRANSFER TO RESERVES:

The Board of Directors has decided that no amount is proposed to be transferred to the General Reserve or any other specific reserve out of the profits or operational surpluses accrued during the financial year ended March 31, 2026. The entire Net Profit After Tax of Rs. 382.90 Lakhs generated during the financial year under review has been completely retained and carried forward in the Profit and Loss Account (Surplus in Other Equity).

6. FINANCIAL STATEMENTS:

The Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations, 2015) for the financial year 2025-26 as applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profit and cash flow for the year ended 31^st March, 2026.

7. SHARE CAPITAL:

As on the year ending on 31^st March, 2026, the Authorized Share Capital of the Company stands at Rs. 5,00,00,000/- (Five Crore only) divided into 50,00,000 (Fifty lakhs only) Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid- up Capital stands at 27,19,312/- (Twenty Seven Lakhs Nineteen Thousands Three Hundred Twelve) Equity Shares of Rs.10/- each aggregating to Rs. 2,71,93,120 /- (Two Crore Seventy One Lakh Ninety Three Thousands One hundred Twenty only).

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any sweat equity shares.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

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

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) COMPOSITION OF BOARD:

As on end of financial year, Board of Directors of your company comprises of 4 (Four) Directors out of which 2 (Two) are Non-Executive Independent Directors including 1 (One) Woman Director.

During the financial year under review, the following changes took place in the composition of the Board of Directors of the Company:

1. Mr. Gopalkumar Bhikhalal Baldha (DIN: 06890155) has resigned as the Non Executive Director of the Company w.e.f. 11^th April, 2025.

2. Mr. Sharang Amar Sharma (DIN: 11428567) has been appointed as the Managing Director of the Company w.e.f. 13^th January, 2026. However, he has resigned from the post of Managing Director of the Company w.e.f. 20^th June, 2026

3. Mr. Piyush Mansukhbhai Savalia (DIN: 06464445) has resigned as the Managing Director of the Company w.e.f. 15^th January, 2026.

4. Ms. Arzoo Raghubhai Rabari (DIN: 10754153) has resigned as the Non Executive Independent Director of the Company w.e.f. 30^th January, 2026.

(B) RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kurjibhai Premjibhai Rupareliya (DIN: 05109049), Director retires by rotation and being eligible offers himself for reappointment.

(C) RE-APPOINTMENT/APPOINTMENT:

Necessary resolutions for approval of the appointment of the aforesaid Directors have been included in the Notice of the this 33^rd Annual General Meeting of the Company. Your Directors recommend the same for approval by the Members.

In the opinion of the Board the Directors so getting appointed are of integrity, expertise and experience as required by the Company. Profiles of the aforesaid Directors seeking appointment, as required under Regulations 36(3) of the Listing Regulations and Clause 1.2.5 of the Secretarial Standard-2, are given as Annexures in the Explanatory statement of respective resolution to the Notice of the this 33^rd Annual General Meeting.

(D) INDEPENDENT DIRECTORS:

Your Company has received the confirmation / disclosures from the Independent Directors for the year as mandated under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) ‘the Listing Regulations and they have registered their names in the Independent Directors Data bank pursuant to sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendment thereto. There has been no change in the circumstances affecting their status as Independent Director of the Company.

The following are the Independent Non-Executive Directors of the Company as on the end of reporting period: Mr. Vivek Kishorbhai Patoriya and Mrs. Sweta Rasikbhai Panchal.

(E) WOMAN DIRECTOR:

In terms of the provisions of Section 149(1) of the Companies Act, 2013, a Company shall have at least one Woman Director on the Board of the Company. Your Company at the end of the financial year has Mrs. Sweta Rasikbhai Panchal as Woman Directors on the Board of the Company.

(F) KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on date:

Mr. Parshottambhai Rupareliya	Managing Director
Mr. Vishnu Deepakbhai Rupareliya	Chief Financial Officer (CFO)
Mrs. Sakshi Shah	Company Secretary (CS)

During the period under review, Ms. Drashti Harshadbhai Delvadiya has been appointed in her place as the Chief Financial Officer w.e.f. 11^th April, 2025. However, she has given resignation from the post of Chief Financial Officer w.e.f. 28^th February, 2026. Mr. Vishnu Deepakbhai Rupareliya has been appointed in her place as the Chief Financial Officer w.e.f. 30^th April, 2026. Further, Mr. Sharang Amar Sharma, Managing Director has been appointed w.e.f. 13^th January, 2026. However, he has resigned as a Managing Director w.e.f. 20^th June, 2026.

10. COMMITTEE OF BOARD:

AUDIT COMMITTEE:

a) Brief description of terms of reference:

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, financial statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the auditors and discussion with internal auditor on any significant findings.

b) Composition and meetings:

The Company has Audit Committee constituted under the Chairmanship of Mr. Vivek Patoria in accordance with the provisions of Section 177(1) of the Companies Act, 2013. As on date of this notice, the Composition of the Committee is Mr. Vivek Patoria, Chairman; Mr. Narendrakumar Laxmanbhai Raval, Mr. Parshottambhai Rupareliya are members and Ms. Sakshi Shah, as a secretary of Committee.

During the year under review, 6 (Six) meetings of the Audit Committee were held on May 15, 2025, June 7, 2025, July 29, 2025, November 4, 2025, February 2, 2026 and February 24, 2026.

NOMINATION/REMUNERATION COMMITTEE:

a) Brief description of terms of reference:

The Nomination/Remuneration committee recommends to the Board the attributes and qualification for becoming a member of the Board. It also recommends the remuneration payable to the Directors, Key managerial personnel and other senior personnel and such other matters as are necessary under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b) Composition and meetings:

The Nomination/Remuneration committee consists of Mr. Narendrakumar Laxmanbhai Raval, Chairman; Mr. Vivek Patoria and Ms. Nidhi Joshi are the members.

During the year under review, 2 (Two) meetings of the NRC Committee were held on April 11, 2025 and January 13, 2026, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

a) Brief description of terms of reference:

The Board of Directors have constituted Stakeholders Relationship Committee in line with the Listing Agreement, which is responsible for all matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending to the grievance of the shareholders.

b) Composition and meetings:

The present composition of the Committee is as Mr. Narendrakumar Laxmanbhai Raval, Chairman; Ms. Nidhi Joshi and Mr. Parshottambhai Rupareliyaare the members. During the year, Shareholders Relationships Committee was held on 30^th March, 2026.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES THEREOF AND ATTENDANCE OF DIRECTORS:

During the financial year under review, the Board of Directors met 9 times. The intervening gap between any two consecutive Board Meetings was maintained within the statutory limit of 120 (One Hundred and Twenty) days as mandated under Section 173 of the Companies Act, 2013, and Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors. The details of the meetings of the Board of Directors and its Committees held during the year, along with the attendance of the Directors thereat, are as follow:

Sr. No.	Date of Board Meeting	Type of Meeting	Total Directors/ Members	Present Directors
1.	11/04/2025	Board Meeting	6	6
2.	15/05/2025	Board Meeting	5	5
3.	07/06/2025	Board Meeting	5	5
4.	25/07/2025	Board Meeting	5	5
5.	29/07/2025	Board Meeting	5	5
6.	22/08/2025	Board Meeting	5	5
7.	04/11/2025	Board Meeting	5	5
8.	13/01/2026	Board Meeting	5	5
9.	02/02/2026	Board Meeting	4	4
10.	15/05/2025	Audit Committee	3	3
11.	07/06/2025	Audit Committee	3	3
12.	29/07/2025	Audit Committee	3	3
13.	04/11/2025	Audit Committee	3	3
14.	02/02/2026	Audit Committee	3	3
15.	24/02/2026	Audit Committee	3	3
16.	11/04/2025	Nomination and Remuneration Committee	3	2
17.	13/01/2026	Nomination and Remuneration Committee	3	3
18.	30/03/2026	Stakeholders Relationship Committee	3	3

12. MEETING OF THE SHAREHOLDERS:

Details of the Shareholders Meeting held during the year is held as follow:

Date	Type	Time	Venue
19.09.2025	AGM	02:00 PM	Unit No. B 203, Rustomjee Central Park, Andheri Kurla Road, Chakala, Andheri East, Mumbai, Mumbai, Maharashtra-400069, India

13. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met on March 30, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and your Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and your Board that is necessary for your Board to effectively and reasonably perform their duties.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company. All new Independent Directors (IDs) included in the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

15. VIGIL MECHANISM:

As required in terms of the provisions of Section 177 (9) of the Act, your Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee.

The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

16. 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 Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. This code is also placed on the website of company.

17. CODE OF CONDUCT:

As prescribed under the provisions of Section 149 of the Companies Act, 2013 read with Schedule IV thereto and Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for its Board of Directors and senior management and employees, the Company has formulated a comprehensive Code of Conduct (the Code). The Code is applicable to Directors and senior management and employees to such extent as may be applicable to them depending upon their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. Customer Value, Integrity, one team and Excellence.

18. DEPOSITS:

Your Company has not accepted any fixed deposits from the public under Section 73 of the Companies Act, 2013 and is therefore not required to furnish information in respect of outstanding deposits under and Companies (Acceptance of Deposits) Rules, 2014 and as per the provisions of Reserve Bank of India.

19. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

The Company strives to maintain an appropriate combination of Executive, Non-Executive and Independent Directors subject to a maximum as provided in Articles of Association and Companys policy as referred under Section 178(3) of the Companies Act, 2013 is placed on the website of the Company. The member can avail the same from www.matherplattfiresvstems.com .

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

Pursuant to the statutory disclosures mandated under Section 134(3)(g) of the Companies Act, 2013, the Board of Directors reports that the Company has not given any loans to any person or body corporate, nor has it extended any corporate guarantees or provided security in connection with a loan to any other body corporate or person during the financial year ended March 31, 2026. Furthermore, the Company has not made any investments in equity instruments, debt securities, or mutual funds during the year under review.

21. DISCLOSURES AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013 FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information pertaining to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo is detailed below:

a) Conservation of Energy:

The Company regularly evaluates and implements operational measures to optimize energy efficiency across its premises. Furthermore, as a long-term strategy to achieve selfreliance in clean energy and optimize operational costs, the Company is actively seeking to adopt that approach.

b) Technology Absorption:

The operations of the Company do not involve highly specialized technological processes. There was no research and development activity carried out by the Company during the financial year, nor did the Company import any foreign technology. Consequently, the statutory requirements regarding technical absorption or reporting on imported technology are not applicable.

c) Foreign Exchange Earnings and Outgo:

Further, there was neither Foreign Exchange Earning nor Foreign Exchange outgoing during the year under review.

22. DISCLOSURES RELATING TO SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31^st March, 2026, the Company does not have any Subsidiary or Associate and Joint Venture Company.

23. AUDITORS:

Statutory Audit and Auditors Appointment:

At the 32^nd Annual General Meeting held on September 19, 2025 the Members approved appointment of M/s. S K Bhavsar & Co, Chartered Accountants (Firm Registration No. 0145880W) as Statutory Auditors of the Company to hold office from the Conclusion of 32^nd Annual General Meeting till the Conclusion of 35th AGM of the Company, on such terms and remuneration as agreed upon between the Audit Committee/Board of Directors and the Auditors.

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed Ms. Krina Gokulkumar Shah, Practicing Company Secretaries, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for a term of 5 years from FY 2025-26. However, Secretarial

Auditor of has given resignation w.e.f. 18^th May, 2026. The Company has provided all assistance and facilities to the Secretarial Auditor for conducting their audit of FY 2025-26. The report of Secretarial Auditor for the financial year ended 31^st March, 2025 is annexed to this report as Annexure-I.

Consequent to the resignation and to fill the casual vacancy so caused, the Board of Directors, has appointed M/s. Pooja M Patel & Associates, Practicing Company Secretaries to hold the office till the conclusion of this annual general meeting. Now, the Secretarial Auditor of the Company to be appointed to hold office for the 1 term of 5 consecutive years from FY 202627 to FY 2030-31, subject to the approval of the Members of the Company.

Internal Auditor

Pursuant to the provisions of Section 138 of Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors had appointed M/s Kishan Patel and Associates, Chartered Accountants, as an Internal Auditors of Company for FY 2026-27 at a board meeting held on 16/04/2026.

The Company continued to implement their suggestions and recommendations to improve the control systems. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Cost Auditors

The Provisions of Section 148 are not applicable to the Company. Consequently, the company is not liable to maintain such cost records and appoint Cost Auditor.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of the Section 135 of the Companies Act, 2013 if the net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year, is required to comply the provisions of Section 135.

During the financial year ended on 31^st March, 2026, Corporate Social Responsibility (CSR) is not applicable to the company.

25. FORMAL ANNUAL EVALUATION OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS:

A formal evaluation of performance of the Board, its Committees and the individual Directors was carried out. Led by the Nomination and Remuneration Committee, the evaluation was done using individual questionnaires, receipt of regular inputs and information, functioning, performance and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors, leadership etc. The Board of Directors simultaneously evaluated the performance of its statutory Committees?namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee?against their respective structural charters and regulatory mandates. Individual Directors were evaluated on the basis of their regular attendance, proactive participation, professional contributions, strategic inputs, and the effective exercise of independent judgment during corporate deliberations.

Separate Evaluation by Independent Directors:

In absolute alignment with the provisions of Schedule IV (Code for Independent Directors) of 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 held on March 30, 2026. At the said meeting, the Independent Directors meticulously reviewed and evaluated:

• The performance of the Non-Independent Directors of the Company.

• The collective performance of the Board of Directors as a whole.

• The performance of the Chairman of the Company, taking into account the views and perspectives of both Executive and Non-Executive Directors.

• The overall quality, quantity, and timelines of information flow between the Management and the Board to ensure the Directors can effectively and reasonably perform their duties.

26. REMUNERATION POLICY:

Pursuant to the provisions of Section 178(3) and (4) of the Companies Act, 2013, and in strict compliance with Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has, on the structured recommendation of the Nomination and Remuneration Committee, formulated and implemented an exhaustive Policy for the selection, appointment, and remuneration of the Directors, Key Managerial Personnel (KMP), and Senior Management personnel.

27. REPORTING OF FRAUDS:

There were no instances of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and rules made thereunder.

Consequently, no reporting or statutory disclosures were required to be submitted to the Audit Committee, the Board of Directors, or the Central Government (Ministry of Corporate Affairs) by the auditing professionals for the financial period under review.

28. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company believes in creating an environment for its employees which is free from discrimination. The Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of the gender of an employee. The Company is committed to take progressive measures to increase representation of women particularly at leadership level. During the year there are no such complaints and therefore not required to be reported.

29. DETAILS REGARDING WORKPLACE SEXUAL HARASSMENT UNDER THE POSH ACT:

Total number of complaints received during the financial year: 0 (Zero)

Complaints resolved during the year: 0 (Zero)

Complaints pending for more than 90 days: 0 (Zero)

30. MATERNITY BENEFIT ACT, 1961 COMPLIANCE STATEMENT:

The Company is in compliance with the Maternity Benefit Act, 1961?covering provisions such as paid maternity leave, nursing breaks, medical bonus, and creche facilities. However, no instances arose wherein maternity benefits were availed by any woman employee of the Company.

31. WORKFORCE DISCLOSURE:

At the end of financial year 2025-26, following is the category wise bifurcation of the workforce associated with the Company:

Male: 3

Female: 2

Transgender: Nil

32. CORPORATE GOVERNANCE REPORT:

In strict adherence to the statutory disclosure norms mandated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formally established that compliance with the corporate governance provisions specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and para C, D, and E of Schedule V are entirely non-applicable to the Company. This statutory exemption is applicable because the paid-up equity share capital and the overall net worth of the Company fall structurally well below the legally prescribed regulatory thresholds of Rs.10 Crores and Rs.25 Crores, respectively, as computed on the last day of the preceding financial year.

Consequently, a formal and technically complete Certificate of Non-Applicability pertaining to the submission of the separate Report on Corporate Governance, as stipulated under Regulation 15(2)(a) of the SEBI Listing Regulations, has been attached as Annexure- II to this Directors Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, highlighting the operational performance, industry trends, structural challenges, risk management frameworks, and future business outlook of the Company, is comprehensively drafted and appended to this Report as Annexure-III.

The said report forms an integral, unabridged, and mandatory part of this Annual Report, providing a transparent review of the organizational developments during the financial year ended March 31, 2026.

34. BUSINESS RESPONSIBILITY REPORT:

The Company has been exempted from reporting on Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended March 31, 2026, your Company did not enter into any Related Party Transaction which requires prior approval of the Members of the Company. All Related Party Transactions entered into by your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have also reviewed the Related Party Transactions on a quarterly basis. There have been no materially significant Related Party Transactions having potential conflict with the interest of the Company. Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore, details required to be provided in the prescribed Form AOC - 2 are not applicable to the Company. Necessary disclosures required, if any under the Ind AS 24 have been made in the Notes to the Financial Statements for the year ended March 31, 2026.

36. CFO CERTIFICATION:

The MD and CFO of the company required to gives annual certification on financial reporting and internal controls to the board in terms of Regulation 17(8) of listing regulation and certification on financial results while placing the financial result before the board in terms of Regulation 33 of listing regulation and same is attached as an Annexure-IV.

37. LISTING WITH STOCK EXCHANGES:

Companys Shares are Listed on BSE Limited.

38. ANNUAL LISTING FEE:

There are no outstanding listing fee defaults or financial liabilities due to the stock exchange as of the date of this Report.

39. PARTICULAR PURSUANT TO SECTION 197(12) AND RELEVANT RULES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from time to time, the Company is required to disclose the ratio of the remuneration of each director to the median employees remuneration and such other details, which are attached here as an Annexure-V to this report.

None of the employees of the Company were in receipt of the remuneration exceeding limits pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Specifically:

• No employee employed throughout the financial year was in receipt of remuneration aggregating to Rs.1 Crore 02 Lakhs or more per annum.

• No employee employed for a part of the financial year was in receipt of remuneration aggregating to Rs.8 Lakhs 50 thousand or more per month.

• No employee employed throughout or part of the financial year was in receipt of remuneration which, in the aggregate, was in excess of that drawn by the Managing Director or Whole-time Director and held by himself/herself, or along with their spouse and dependent children, more than two percent (2%) of the equity shares of the Company.

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Ms. Krina Gokulkumar Shah, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority. Further, Director Non- Disqualification certificate as per the requirement of regulation 34 (3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure-VI.

41. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Companys Act, 2013 confirm that:

a) All applicable accounting standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) Your Directors have selected such accounting policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2026 and of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows internal financial controls and that such internal controls are adequate and are operating adequately.

f) There are proper systems devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

42. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year ended March 31, 2026, the Company has been in compliance with the mandatory Secretarial Standards issued, updated, and formulated by the Institute of Company Secretaries of India (ICSI) i.e. Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2).

43. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Company is no longer required to attach an extract of the Annual Return in Form MGT-9 to the Boards Report following the statutory omissions mandated by the Companies (Amendment) Act, 2017.

The web link to access the disclosures of the said Annual Return is provided below for the review of the stakeholders and regulatory authorities: www.matherplattfiresvstems.com .

44. RISK MANAGEMENT:

The Board of Director are overall responsible for identifying, evaluating, mitigating and managing all significant kinds of risks faced by the Company. The Board has approved Risk

Management policy, which acts as guiding principles by which key risks are managed in the Company.

The Board itself monitors and reviews the risks which have potential bearing on the performance of the Company and in the opinion of the Board there is no risk faced by the Company, which threatens its existence.

45. MAINTENANCE OF COST RECORDS:

Pursuant to the statutory disclosures mandated under Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby explicitly clarifies and records that the Company is not required to maintain cost accounts and operational cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

46. CAUTIONARY STATEMENT:

Statements contained in this Directors Report and the Management Discussion and Analysis Report describing the Companys institutional objectives, projections, operational expectations, strategic estimates, or future financial forecasts may constitute "forward-looking statements" within the meaning of applicable securities laws, corporate statutes, and regulatory guidelines.

These statements are inherently based on certain assumptions and expectations of future events which are subject to a wide array of business risks, external macroeconomic factors, and systemic uncertainties.

47. DEPOSITORY SYSTEM:

The equity shares of the Company are fully admitted and available for dematerialization across both the premier national depositories established in India, namely, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The International Securities Identification Number (ISIN) structurally allotted to the Companys equity shares is INE095E01022.

Pursuant to the operational mandates issued by the Securities and Exchange Board of India (SEBI) and the Ministry of Corporate Affairs (MCA), the Companys equity shares can only be transferred or traded in dematerialized form on the stock exchange. The Board of Directors strongly advises and requests all those members who continue to hold their equity shares in physical certificate form to take proactive steps to convert their physical holdings into dematerialized format with a registered Depository Participant (DP) of their choice.

48. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the financial year under review, no significant or material orders were passed by any regulator, court or tribunal which could impact the going concern status of the Company or its future operations.

49. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has implemented such internal financial controls commensurate with the size of the Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

50. IBC CODE & ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code) as on end of the Financial Year. There has not been any instance of one-time settlement of the Company with any bank or financial institution.

51. ADDITIONAL INFORMATION:

Your Company provides additional information related to the Companys business, matter of interest to the investors like financial information etc. on its website www.matherplattfiresystems.com .

52. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operation received from various Government agencies, Banks, Financial Institutions, Stock Exchanges, customers, suppliers and other business associates during the financial year.

For and on behalf of the Board of Directors, MPF Systems Limited	Sd/-	Sd/-
Place: Mumbai	Parshottambhai Rupareliya	Kurjibhai Rupareliya
Date: 20.06.2026	Managing Director	Director
	DIN:02944037	DIN: 05109049