Your Directors are pleased to present the 44^th ANNUAL REPORT together with the Audited Financial Statements for the Financial Year
2025-26 ended on 31^st March, 2026.

1. FINANCIAL PERFORMANCE (' in Lacs)

2. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitment affecting the
financial position of the Company which have occurred between
1^st April, 2026 and date of this report.

3. REVIEW OF OPERATIONS AND STATE OF AFFAIRS OF THE
COMPANY

The Company delivered a healthy performance during Financial
Year 2025-26. The Revenue from operations increased to
'1,25,972.19 Lacs, registering growth of 27% year-on-year as
against '98,855.43 Lacs of previous year. The EBITDA stood at
'15,719.20 Lacs as against '13,471.12 Lacs, reflecting growth of
16.70%. The Profit after tax increased to '9,263.58 Lacs from
'7,704.76 Lacs representing growth of 20.23% year-on-year, with
PAT margins of 7.40%.

The revenue from outside India increased to '16,561.91 Lacs
reflecting growth of 156% year-on-year and contributing
approximately 13% of total revenue.

4. BUSINESS PERFORMANCE AND FUTURE OUTLOOK

During FY26, the Company delivered a healthy performance,
supported by strong execution across its two operating divisions,
Phenix and Proflex, continued demand from industrial and
infrastructure-led sectors, and a growing contribution from
international markets. Despite a challenging operating
environment marked by geopolitical developments, inflationary
pressures, volatility in steel prices, freight cost escalation and
supply-side disruptions, the Company continued to strengthen its
operational foundation and improve its market position across pre¬
engineered buildings, heavy structural steel and self-supported
roofing solutions. Revenue from operations increased to '1,260

crore in FY26, registering a growth of 27% year-on-year, while
EBITDA stood at '157 crore, reflecting growth of 17%. Profit after
tax increased by 20% to '93 crore, supported by strong execution,
disciplined order selection and a balanced business mix.

The Company's order book remained robust during the year,
reflecting healthy demand momentum across both domestic and
international markets. As of March 2026, the order book stood at
'1,083 crore, while order inflows during FY26 reached '1,539
crore, registering growth of 28% YoY. The order mix remained well
balanced, with the Phenix division contributing approximately
80% and the Proflex division contributing around 20%. The
strength of the order book demonstrates the growing adoption of
pre-engineered and steel-based construction solutions, as
customers increasingly seek faster execution, improved cost
efficiency, better quality control and scalable construction models.

The Phenix division offers integrated solutions across pre¬
engineered buildings, complex structural steel and design-led
engineering applications. During FY26, the division contributed
approximately '985 crore, representing nearly 78% of total
revenue. The division benefits from strong in-house engineering
capabilities, execution expertise and advanced manufacturing
infrastructure across the Sanand and Cheyyar facilities. The
Company has built a strong execution track record, having
completed over 1,650 projects and installed more than 7.1 lakh
metric tonnes of steel structures to date. Phenix continues to
serve diverse sectors including industrial manufacturing,
warehousing and logistics, infrastructure, renewable energy, data
centres and other large-format construction applications.

The Proflex division continued to reinforce its leadership in the
self-supported steel roofing segment. During FY26, the division

contributed approximately '275 crore, representing around 22%
of total revenue. Proflex offers technologically advanced roofing
solutions that provide wider spans, better aesthetics, additional
usable space, leak-proof and bird-proof construction, longer life
and low maintenance requirements. The division has executed
more than 8,600 projects with cumulative installations of
approximately 20.3 million square metres. Supported by mobile
manufacturing units and strong on-site execution capabilities,
Proflex is well placed to benefit from opportunities across railways,
industrial facilities, warehousing, logistics, agri-warehousing and
infrastructure projects.

Exports emerged as an important growth area for the Company
during the year. Revenue from outside India increased to '165.6
crore in FY26, registering growth of 156% year-on-year and
contributing approximately 13% of total revenue. The Company
continues to focus on North America, supported by international
certifications and established execution capabilities. The Sanand
facility is certified by the American Institute of Steel Construction
and the Canadian Welding Bureau, enabling the Company to
serve customers in the United States and Canada. The Company
has initiated the process of obtaining AISC certification for its
Cheyyar facility which was received in August 2026 Upon
certification, the facility is well positioned to cater to customers on
the U.S. West Coast, offering logistical advantages through the
Pacific shipping route and enhancing our export capabilities.

The Company continues to invest in capacity and capability
enhancement to support future growth. Key initiatives include the
ongoing 20,000 MTPA brownfield expansion at the Sanand
facility, which is expected to increase Sanand's PEB capacity from

72.000 MTPA to 92,000 MTPA. The Board has also approved an
additional investment of '30 crore in a fully automated heavy
structural steel processing line at Sanand, which will add 10,000
tonnes of capacity and strengthen the Company's ability to
address opportunities in data centres, high-rise buildings, bridge
girders and other complex structural applications. In addition, the
Company plans to expand the Cheyyar facility by 20,000 MTPA,
taking total PEB and structural steel capacity to approximately

1.54.000 tonnes per annum by Q3FY28.

The Company also continues to witness a strong inquiry pipeline
across domestic and export markets. In FY27, management
indicated a robust inquiry pipeline of approximately '4,000 crore
in Phenix and around '200 crore in Proflex, covering sectors such
as automobiles, logistics and warehousing, renewable energy,
data centres, defence and aviation, high-rise buildings, railways,
agri-warehousing and SME manufacturing units. This reflects
broad-based demand visibility and reinforces the Company's
confidence in sustaining growth momentum over the near to
medium term.

The outlook for the pre-engineered buildings industry remains
favourable, driven by India's continued infrastructure
development, manufacturing expansion, growth in warehousing
and logistics, data centre investments, renewable energy
infrastructure and rising adoption of prefabricated construction
technologies. The Indian PEB market has grown from
approximately '130 billion in FY19 to around '210 billion in FY25
and is expected to reach '330-345 billion by FY30. Penetration
levels remain relatively low in India, indicating significant long¬
term growth potential for organised and engineering-led players.

While near-term challenges such as steel price volatility, freight
cost escalation, geopolitical uncertainties and competitive
intensity may continue to influence margins, the Company
remains focused on prudent order selection, procurement
discipline, cost control and operational efficiency. The Company
typically secures a significant portion of its raw material
requirements at the time of order booking, which helps reduce
exposure to steel price volatility and supports margin visibility. The
Company's growing export contribution, capacity additions, strong
engineering capabilities and disciplined execution approach are
expected to support gradual improvement in profitability over time.

Looking ahead, the Company is well positioned to benefit from
structural opportunities across steel-based construction,
infrastructure, manufacturing, warehousing, data centres,
railways, renewable energy and international markets. Backed by
a healthy order book, strong inquiry pipeline, capacity expansion
initiatives, increasing export opportunities and leadership in
niche roofing solutions, the Company remains confident of
sustaining its growth trajectory. The Company expects revenue
growth of over 25% in FY27 and, based on its internal medium-
term business plan, aims to achieve over 20% CAGR over the next
three to four years, along with progressive improvement in
profitability.

5. DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors is pleased to recommend for your approval
a final dividend of '1.00 per equity share on the face value of
'10/- each for the year ended 31^st March, 2026. The total final
dividend amounts to '571.48 Lacs. You are requested to approve
the same. The final dividend, if declared, shall be payable subject
to deduction of tax at source, as applicable.

The Company has fixed 10^th September, 2026 as the Record Date
for determining the eligibility of Members to receive the said
dividend for the financial year ended 31^st March, 2026, if
approved at the AGM.

The Dividend Distribution Policy, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations") is available on the Company's website at
www.mbel.in.

6. INITIAL PUBLIC OFFERING (IPO)

During the year under review, the Company achieved a significant
milestone with the successful completion of its Initial Public
Offering ("IPO") and listing of its Equity Shares on the BSE Limited
and National Stock Exchange of India Limited with effect from 6^th
August, 2025.

The Initial Public Offer ("IPO" or "Issue") was made for 1,68,88,474
Equity Shares bearing face value of '10 each for cash at a price of
'385/- per Equity Share (including a share premium of '375/- per
Equity Share) aggregating to '650 Crores comprising a Fresh Issue
of 71,48,215 Equity Shares by our Company aggregating to '275
Crores and an Offer for Sale of 97,40,259 Equity Shares
aggregating to '375 Crores by the Selling Shareholders. The issue
included 57,306 Equity Shares for subscription by Eligible
Employees.

The IPO of the Company was opened for subscription on 30^th July,
2025 and closed on 1^st August, 2025. The IPO Committee at its
meeting held on 4^th August, 2025 approved the allotment of the
equity shares of the Company. The issue was led by book-running
lead managers viz. Equirus Capital Private Limited and DAM
Capital Advisors Limited.

The issue received an encouraging response from investors
across categories, reflecting strong confidence in the Company's
business fundamentals and growth prospects. The listing of the
Company's Equity Shares marks an important chapter in the
Company's growth journey and has enhanced its corporate
visibility, governance framework and access to capital markets.
Post listing, the Company has complied with the applicable
provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and continues to remain
committed towards maintaining high standards of corporate
governance, transparency and stakeholder value creation.

6A. UTILISATION OF IPO PROCEEDS AND EXPLANATION FOR
DEVIATION OR VARIATION, IF ANY:

Pursuant to Regulation 32(4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board confirms
that there has been no deviation(s) or variation(s) during the year
under review in respect of utilization of proceeds of Initial Public
Offer (‘IPO') of the Company, as compared with the object clause
of the offer letter of the IPO.

Furthermore, in compliance with the provisions of Regulation
32(6) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the monitoring agency report
has been duly submitted on the Stock Exchanges and is also
available on the website of the Company i.e. www.mbel.in

The status of utilization of proceeds of the IPO, till 31^st March, 2026 is as set forth below:

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the period
under review.

8. TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to general
reserve.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company is led by the Independent -
Non Executive Chairman and comprises twelve Directors as on
31^st March, 2026, including two Joint Managing Directors, three
Whole-Time Directors, five Independent Directors (including one
Woman Independent Director and Non Executive Chairman) and
two Non Executive Directors (other than Independent Directors).

9.1 Retirement by rotation

As per Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Aditya Vipinbhai Patel (DIN:
07103812) and Ms. Birva Chirag Patel (DIN: 07203299) retire by
rotation at the ensuing 44^th Annual General Meeting of the
Company. However, being eligible, offers themselves for
reappointment.

9.2 Re-appointment of Directors

During the year under review, the Members of the Company at the
43^rd Annual General Meeting held on 15^th July, 2025 approved the
re-appointment of Mr. Chirag Hasmukhbhai Patel (DIN:
00260514) and Mr. Malav Girishbhai Patel (DIN: 00260602) as
Joint Managing Directors of the Company and Mr. Girishbhai

Manibhai Patel (DIN: 00261624) as Whole-time Director of the
Company for a period of 3 years from 1^st April, 2026 to 31^st March,
2029.

The Board of Directors, based on the recommendation of the
Nomination and Remuneration Committee, has approved the re¬
appointment of Ms. Birva Chirag Patel as Whole-time Director of
the Company for a further period of 3 (three) years from 2^nd April,
2027 to 1^st April, 2030, subject to the approval of the Members at
the ensuing 44* Annual General Meeting of the Company. The
Board is of the opinion that her continued association with the
Company would be beneficial to the Company considering her
experience and expertise in the field of Company Law and SEBI
Laws. You are requested to approve the proposed resolution for
the aforementioned re-appointment.

Further, the Board of Directors, based on the recommendation of
the Nomination and Remuneration Committee, has approved the
re-appointment of Mr. Aditya Vipinbhai Patel as Whole-time
Director of the Company for a further period of 3 (three) years from
2^nd April, 2027 to 1^st April, 2030, subject to the approval of the
Members at the ensuing 44^th Annual General Meeting of the
Company. The Board is of the opinion that his continued
association with the Company would be beneficial to the Company
considering his experience and expertise in the field of business
development, strategic planning and international operations.
You are requested to approve the proposed resolution for the
aforementioned re-appointment.

Brief profile of the Directors being appointed / re-appointed as
required under under Regulation 36(3) of Listing Regulations,
2015 and Secretarial Standard on General Meetings are provided
in the Notice for the forthcoming 44^th AGM of the Company.

9.3 Declaration by Independent Directors

The Company has received necessary declaration from each
Independent Director of the Company under Section 149(7) of the
Companies Act, 2013 (the Act) that they meet with the criteria of
their independence laid down in Section 149(6) of the Act and
Regulation 16(1)(b) of SEBI Listing Regulations. In terms of
provisions of Section 150 of the Companies Act, 2013 read with
Rule 6(4) of the Companies (Appointment & Qualification of
Directors) Amendment Rules, 2019 the Independent Directors of
the Company have registered themselves with the Indian Institute
of Corporate Affairs, Manesar (‘IICA’) and they have furnished the
declaration affirming their compliance to the Board with the
provisions contained under sub rules 1 & 2 of Rule 6 of
Companies (Appointment & Qualification of Directors) Rules.

In opinion of the Board, the Independent Directors fulfill the
conditions of independence as specified in the Act and Rules made
thereunder and the Listing Regulations. They have further declared
that they are not debarred or disqualified from being appointed or
continuing as directors of the Companies by the SEBI / Ministry of
Corporate Affairs or any other statutory authority. In terms of
Regulation 25(8) of the Listing Regulations, they have confirmed
that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or impact
their ability to discharge their duties. In the opinion of the Board, all
the Independent Directors are persons of integrity and possess
relevant expertise and experience including the proficiency.

Further, the Independent Director shall enrol his / her name in the
Databank, being maintained by Indian Institute of Corporate
Affairs to qualify as an Independent Director. The enrolment of
Independent Directors has been completed and they have
furnished the declaration affirming their compliance to the Board
with the provisions contained under sub rule 1 & 2 of Rule 6 of
Companies (Appointment & Qualification of Directors) Rules.

9.4 Familiarization Programme for Board Members

Pursuant to the provisions of Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the
Company has in place a Familiarization Programme for
Independent Directors and other Board Members with regard to
their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the
Company, regulatory updates and other relevant matters.

The Directors are regularly updated on changes in the applicable
laws, regulations, corporate governance practices, business
environment and risk management framework through
presentations, meetings and periodic communications. The
Familiarization Programme also provides insights into the
Company’s operational and strategic aspects to enable the
Directors to effectively discharge their duties and responsibilities.

The details of the Familiarization Programme imparted during the
financial year 2025-26 are available on the website of the
Company i.e. www.mbel.in

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an
annual performance evaluation of its own performance, the
performance of the Committees of the Board and that of
individual Directors for the financial year 2025-26.

The evaluation was carried out based on various parameters
including composition of the Board and its Committees,
effectiveness of Board processes, participation and contribution
of Directors, governance practices and oversight functions. The
Independent Directors, at their separate meeting, reviewed the
performance of the Non-Independent Directors, the Board as a
whole and the Chairperson of the Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 of the Companies Act,
2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the
applicable Indian Accounting Standards (IND AS) had
been followed and there are no material departures;

(ii) that the Directors had 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 31^st March, 2026 being end of the financial year
2025-26 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for
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) that the Directors had prepared the annual accounts on a
going concern basis.

(v) the Directors, had laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

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

12. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met seven times during the financial year
ended on 31^st March, 2026. The details of the Board meetings and
the attendance of the Directors are provided in the Corporate
Governance Report. The provisions of the Companies Act, 2013
were adhered to while considering the time gap between two
meetings.

A separate meeting of Independent Directors of the Company was
held on 25^th March, 2026 in accordance with the provisions of
Clause VII of the Schedule IV of the Companies Act, 2013.

13. POLICY ON MANAGERIAL REMUNERATION

The Board of Directors has framed a Remuneration Policy that
assures the level and composition of remuneration is reasonable
and sufficient to attract, retain and motivate Directors, Key
Managerial Personnel and Senior Management to enhance the
quality required to run the Company successfully. All the Board
Members and Senior Management personnel have affirmed time
to time implementation of the said Remuneration policy. More
details on the Managerial Remuneration have been given in the
Corporate Governance Report.

The Nomination and Remuneration Policy is available on the
Company’s website: www.mbel.in

14. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has in place adequate internal control systems
commensurate with the size of its operations. The internal control
systems, comprising of policies and procedures, are designed to
ensure sound management of your Company’s operations,
safekeeping of its assets, optimal utilization of resources,
reliability of its financial information and compliance. Clearly
defined roles and responsibilities have been institutionalized.
Systems and procedures are periodically reviewed to keep pace
with the growing size and complexity of your Company’s
operations.

15. CAPITAL STRUCTURE
SHARE CAPITAL

There have been no changes in the authorized Share Capital of
the Company during the year under review. As at 31^st March, 2026,
the Authorised Equity Share Capital of the Company stood at
'80,00,00,000/- divided into 7,50,00,000 Equity Shares of
'10/- each and 50,00,000 Preference Shares of '10/- each.

As at 31^st March, 2026 the Issued, Subscribed & Paid-up Equity
Share Capital of the Company stood at '57,14,82,150/- divided
into 5,71,48,215 Equity Shares of '10/- each.

ALLOTMENT OF SECURITIES

The Company, on 4* August, 2025, has allotted 71,48,215 Equity
Shares at an Issue Price of '385/- per Equity Share (and at a
discount of '36/- to the Eligible Employees), which included a
share premium of '375/- per Equity Share under the Fresh Issue
pursuant to the IPO of the Company.

Additionally, 97,40,259 Equity shares of face value '10 each,
offered under the Offer for Sale (OFS) by the Selling Shareholders,
were transferred to successful applicants at an Issue Price of
'385/- per Equity Share, which included a share premium of
'375/- per Equity Share.

Pursuant to the allotment of Equity Shares under the Fresh Issue,
the paid-up share capital of the Company increased from
'50,00,00,000/- (comprising 5,00,00,000 Equity Shares of '10
each) to '57,14,82,150 (comprising 5,71,48,215 Equity Shares
of '10 each) w.e.f. 4^th August, 2025.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued shares with differential voting rights
during the year under review.

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the
year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the
year under review.

BONUS ISSUE

The Company has not issued any Equity Shares by way of Bonus
Issue during the year under review.

RIGHTS ISSUE

The Company has not issued any Equity Shares by way of Rights
Issue during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company believes that equity-based compensation schemes /
plans are effective tools to attract and reward the talents working
the Company and its subsidiaries. With the objective to motivate
key employees for their association, contribution to the corporate
growth, to create an employee ownership culture, to retain the best
talent in the competitive environment and to encourage them in
aligning individual goals with that of the Company’s objectives, the
Company had introduced ‘M&B Engineering Limited Employee
Stock Option Plan 2024’ ("ESOP 2024" or "Plan") vide
shareholders’ special resolution dated 6^th June 2024. The said
Plan was further amended vide shareholders’ special resolution
dated 15^th July, 2025 prior to listing of its equity shares on the
recognized stock exchanges in due compliance with the applicable
provisions of the Companies Act, 2013 and the Securities and
Exchange Board of India (Share Based Employee Benefits & Sweat
Equity) Regulations, 2021 ("SEBI SBEB Regulations").

Pursuant to Regulation 12(1) of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, no Company is permitted to make any fresh
grant involving the allotment or transfer of shares to its employees
under any scheme formulated prior to the listing of its shares,
unless such a scheme is in conformity with the Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and is ratified by its members
subsequent to the listing. Accordingly, post the Listing of the
Equity Shares of the Company, the said Plan was further ratified by
the Shareholders on 18^th March, 2026. The Company has also
received in-principle approvals from BSE Limited and National
Stock Exchange of India Limited for the implementation of the
Plan.

The Plan contemplates to grant from time to time and in one or
more tranches up to 7,50,000 employee stock options to the
eligible employees of the Company and to the eligible employees
of the subsidiary Company(ies). Prior to the listing of the Equity
Shares of the Company on Stock Exchanges, the Company has
granted 2,52,800 (Two Lacs Fifty Thousand Eight Hundred)
options under ESOP 2024 on 15^th July, 2025.

The Secretarial Auditor’s certificate on the implementation of
share-based schemes in accordance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, will be
made available during the AGM, electronically.

DISCLOSURE PURSUANT TO REGULATION 14 OF THE SECURITIES
AND EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE
BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021

A. Relevant disclosures in terms of the accounting standards
prescribed by the Central Government in terms of section 133 of
the Companies Act, 2013 (18 of 2013) including the ‘Guidance
note on accounting for employee share-based payments’ issued
in that regard from time to time.

Details have been provided in the Notes to the Financial
Statements for the year 2025-26.

B. Diluted EPS on issue of shares pursuant to all the schemes
covered under the regulations shall be disclosed in accordance
with ‘Accounting Standard 20 - Earnings Per Share’ issued by
Central Government or any other relevant accounting standards
as issued from time to time:

As per IND AS 33 - Earnings per Share, diluted EPS for the
Consolidated Financial Statements for the Financial Year ended 31^st
March, 2026 is '16.94 and for Standalone Financial Statements
for the Financial Year ended 31^st March, 2026 is '14.40.

n nptailq ralatari tn FSOP.Schamas nf tha Hamnanv

(i) Description of ESOP Scheme that existed any time during the year:

(ii) Method used to account for ESOS - Intrinsic or fair value : Fair Value Method

(iii) Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee
compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the
options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed: Not Applicable

Ontinn mnupmpnt rlurintf voac fFru' parh F^O^V

(v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose
exercise price either equals or exceeds or is less than the market price of the stock

Details have been provided in the Notes to the Financial Statements for the year 2025-26.

(vi) Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options
granted to -

(a) Senior Managerial Personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;

The details of the Options granted to the Key Managerial Personnels (KMPs) is as under:

(b) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and

(c) identified employees who were granted option, during any
one year, equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the
Company at the time of grant.

Not Applicable

(vii) A description of the method and significant assumptions
used during the year to estimate the fair value of options
including the following information:

(a) the weighted - average values of share price, exercise price,
expected volatility, expected option life, expected dividends, the
risk - free interest rate and any other inputs to the model;

The fair value of the share option is estimated at the grant date
using Black-Scholes option pricing model, taking into account the
terms and conditions upon the share options were granted. Input
to the valuations were as follows:

The assumptions used in the above are:

i. Fair Market Value of Shares: '393.00

ii. Expected Life*: 2 to 5 Years

iii. Risk free interest rate*: 5.68% - 6.01%

iv. Volatility*: 47.77% - 66.97%

v. Expected dividend yield: 0%

vi. Date ofgrant - 15/Jul/2025

vii. Model used - Black-Scholes Model

viii. Exercise price: '196.50 & '393.00

*Expected life, volatility and risk-free interest rates are provided
as a range as these are varying with different vesting period.

(b) the method used and the assumptions made to incorporate
the effects of expected early exercise;

The fair value of options has been calculated by using Black
Scholes Model

(c) how expected volatility was determined, including an
explanation of the extent to which expected volatility was based
on historical volatility; and -

Volatility is a measure of the amount by which a price has
fluctuated or is expected to fluctuate during a period. The measure
of volatility used in the Black-Scholes option pricing model is the
annualized standard deviation of the continuously compounded
rates of return on the stock over a period of time. The expected
volatility has been determined based on the average historical
volatility of comparable listed peer Companies.

(d) whether and how any other features of the options granted
were incorporated into the measurement of fair value, such as a
market condition.

The Company has used Black Scholes Model to measure the
equity value for options granted.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Detailed analysis of the Company’s performance is made in the
Management Discussion and Analysis Report, which forms part of
this Annual Report.

17. CORPORATE GOVERNANCE

Your Company is committed to maintaining the highest standards
of Corporate Governance and adheres to the requirements set out
under the applicable provisions of the Companies Act, 2013, the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other applicable laws. The Company
believes that sound corporate governance practices are essential
for enhancing shareholder value, maintaining investor trust and
ensuring ethical conduct in all aspects of its business operations.

The Company’s governance framework is based on principles of
transparency, accountability, fairness, integrity and responsible
decision-making. The Board of Directors provides strategic
direction and oversees the management of the Company with the
objective of safeguarding the interests of all stakeholders.

The Board comprises an optimum combination of Executive,
Non-Executive and Independent Directors with diverse expertise
and experience.

The Board Committees, namely Audit Committee, Nomination and
Remuneration Committee, Stakeholders’ Relationship Committee
and other committees constituted by the Board, function in
accordance with their respective terms of reference and play an
important role in strengthening governance practices.

A separate report on Corporate Governance together with the
certificate from the Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance, as
stipulated under Schedule V of the SEBI Listing Regulations,
forms part of the Annual Report at Annexure- 1.

18. NET WORTH OF THE COMPANY

The Net worth as on 31^st March, 2026 on a standalone basis is
'65,596.11 Lacs compared to '31,443.11 Lacs on 31^st March,
2025.

19. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company attaches importance to the dignity of employee
irrespective of position and highly values the cultural diversities of
employees.

The Company is committed to nurturing, enhancing and retaining
its top talent through superior learning and organizational
development. This is a part of our Corporate HR function and is a
critical pillar to support the organization’s growth and its
sustainability in the long run.

The number of Employees of the Company are 1631 (930 on the
payroll of the Company and 701 Contract Employees) as at 31^st
March, 2026. The relationship between average increase in
remuneration and Company’s performance is as per the
appropriate performance benchmarks and reflects short and long
term performance objectives appropriate to the working of the
Company and its goals.

The industrial relations continued to remain cordial and peaceful
and your Company continued to give ever increasing importance
to training at all levels and other aspects of H. R. D.

20. DISCLOSURE AS PER RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014

The Company has continued to maintain harmonious and cordial
relations with its officers, supervisors and workers enabling the
Company to maintain the pace of growth. Training is imparted to
employees at all levels and covers both technical and behavioral
aspects.

The details of Managerial Remuneration as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as "Annexure 2" as a
part to this Report.

21. RELATED PARTY TRANSACTION

All the related party transactions during the period under report
were entered on arm’s length basis, in ordinary course of business
and in compliance with the applicable provisions of the
Companies Act, 2013 and relevant Regulations of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 and did not give any undue advantage to any related party.

All the related party transactions are presented to the Audit
Committee and the Board. Necessary approval has been obtained
from Audit Committee, Board of Directors and members for the
transactions with the related parties.

The Policy on Related Party Transactions as approved by the Board
has been uploaded on the Company’s website at the following web
link: https://www.mbel.in/pdfs/related-party-transactions-policy

The details of related party transactions, as required under Indian
Accounting Standard (IND AS) 24 Related Party Disclosures, have
been appropriately disclosed in the Notes to the Financial
Statements, forming an integral part of this Annual Report.

22. DEPOSITS

The Company has not accepted any fixed deposits from the public
within the meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014 during the
year 2025-26.

23. LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013

The Company has disclosed the full particulars of the loans given,
investments made or guarantees given or security provided as
required under section 186 of the Companies Act, 2013 in Notes
to the financial statements forming part of the annual report.

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

The information required under Section 134(3)(m) of the
Companies Act, 2013 and rule 8(3) of Companies (Accounts)
Rules, 2014, relating to the conservation of Energy and
Technology Absorption forms part of this report and is given by way
of Annexure-3.

25. WEB ADDRESS OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act,
the draft Annual Return as on 31^st March, 2026 is available on the
Company’s website https://www.mbel.in/investors

The Company has complied with the requirements of Section 177 of the Companies Act, 2013 as regards composition of Audit Committee
consisting of the following:

Further, all the recommendations were accepted by the Board of
Directors during the period under report.

More details on the committee are given in the Corporate
Governance Report.

27. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER
POLICY FOR DIRECTORS AND EMPLOYEES

The Company promotes ethical behaviour in all its business
activities and has put in place a mechanism wherein the
employees are free to report illegal or unethical behaviour, actual
or suspected fraud or violation of the Company's Codes of

Conduct or Corporate Governance Policies or any improper activity
to the Chairman of the Audit Committee of the Company or
Chairman of the Board.

The Whistle Blower Policy has been duly communicated within the
Company. Under the Whistle Blower Policy, the confidentiality of
those reporting violation(s) is protected and they are not subject to
any discriminatory practices. No personnel have been denied
access to the Audit Committee in this regard. The said Vigil
Mechanism / Whistle Blower Policy has been uploaded on website
of the Company and can be accessed at following web link:
https://www.mbel.in/pdfs/whistle-blower-policy

28. NOMINATION AND REMUNERATION COMMITTEE

The Company has complied with the requirements of Section 178 of the Companies Act, 2013 as regards composition of Nomination and
Remuneration Committee consisting of the following:

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Committee identifies and ascertain the integrity, qualification,
expertise and experience of the person for appointment as
Director, KMP or at Senior Management level and recommend to
the Board his / her appointment. The Committee has discretion to
decide whether qualification, expertise and experience possessed
by a person are sufficient/ satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of
their performance and also practice in the industry. The terms of
reference of the Nomination & Remuneration Committee include
review and recommendation to the Board of Directors of the
remuneration paid to the Directors. The Committee meets as and
when required to consider remuneration of Directors.

The policy, required to be formulated by the Nomination and
Remuneration Committee, under Section 178(3) of the Companies
Act, 2013 is uploaded on the Company's website at
https://www.mbel.in/pdfs/policy-on-remuneration

More details on the Committee have been given in the Corporate
Governance Report.

Your Company has been constantly working towards promoting
equality, including and empowering the under-represented and
underserved communities. Your Company invests in the areas of
education, inclusion and livelihood through non-profits and social
enterprises. Your Company's constant endeavor has been to
support initiatives in the chosen focus areas of CSR, including
certain unique initiatives. Your Company has a duly constituted
Corporate Social Responsibility Committee, which is responsible
for fulfilling the CSR objectives of your Company. Some of the core
areas identified by the Committee are Education, Health,
Environment, women empowerment etc.

The Board of Directors has adopted a CSR policy which is in line with
the provisions of the Act. The CSR Policy of your Company lays down the
philosophy and approach of your Company towards its CSR
commitment. The same can be accessed from website of the Company
at the following web link: https://www.mbel.in/pdfs/csr-policy

The committee met once during the Financial Year 2025-26 on
25^th August, 2025.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY

As per Rule 8(1) of Companies (Corporate Social Responsibility
Policy) Rules, 2014 the Annual Report on Corporate Social
Activities has been attached herewith as Annexure - 4.

The Company has constituted a Stakeholders' Relationship
Committee for the purpose of effective Redressal of the
complaints and concerns of the Shareholders and other
Stakeholders of the Company.

The Committee comprises the following Directors as on the date of the Report:

The Company had not received any complaints during the year
and thus, there is no complaint pending as on date.

There was no valid request for transfer of shares pending as on
31^st March, 2026.

Ms. Palak Dilipbhai Parekh, Company Secretary is the Compliance
Officer for the above purpose.

31. RISKS MANAGEMENT POLICY

The Board of Directors has developed and implemented a Risk
Management Policy for the Company. It has identified and
assessed internal and external risks with potential impact and
likelihood that may impact the Company in achieving its strategic
objectives.

There is no such risk which in the opinion of the Board which may
threaten the existence of the Company.

The Policy lays down the procedures for risk identification,
description, evaluation, estimation, reporting and development
of action plan. The policy includes identification of elements of
risks which mainly covers Strategic Risk, Operational Risk,
Financial Risk and Hazardous Risks. The same can be accessed
from the website of the Company at following web link:
https://www.mbel.in/pdfs/risk-management-policy

The other details in this regard are provided in the Corporate
Governance Report, which forms part of this Annual Report.

32. RISK MANAGEMENT COMMITTEE

The Company has constituted a Risk Management Committee for
the purpose of effective Risk Management framework of the
Company.

M/s. Talati & Talati LLP, Chartered Accountants were appointed as
Statutory Auditors of the Company to hold office for the period of
5 years i.e. for the fiinancial years 2024-25 to 2028-29 at the 42^nd
Annual General Meeting held on 6^th June, 2024.

The Auditors’ Report for the financial year ended on 31^st March,
2026 forms part of this Annual Report and the same does not
contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Auditors
under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, the
Company had appointed M/s. Manubhai & Shah LLP as the
Internal Auditors of the Company, to conduct the internal audit of
the functions and activities of the Company for the year under
review. The Internal Auditors periodically submit their reports to
the Audit Committee of the Board. The Audit Committee reviews
the adequacy and effectiveness of the internal control systems
and monitors the implementation of audit recommendations.

Further the Company has re-appointed M/s. Manubhai & Shah
LLP as the Internal Auditors of the Company for the year 2026-27.

COST AUDITORS

As per the requirement of Central Government and pursuant to
Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 as amended from time to
time, the Company has been carrying out audit of cost records
every year.

The Board of Directors, on the recommendation of Audit
Committee, has appointed M/s. Prutha Shah & Co., Cost
Accountants, Ahmedabad, (Firm Registration Number 102498)
as Cost Auditor to audit the cost accounts of the Company for the
financial year 2026-27. As required under the Companies Act,
2013, a resolution seeking Shareholders’ approval for the
remuneration payable to the Cost Auditor forms part of the Notice
convening the 44^th Annual General Meeting for their ratification.

SECRETARIAL AUDITOR

M/s. Kashyap R. Mehta & Partners were appointed as Secretarial
Auditors of the Company to hold office for the period of 5 years i.e.
for the financial years 2025-26 to 2029-30 at the 43^rd Annual
General Meeting held on 15^th July, 2025.

The Secretarial Audit Report obtained from M/s. Kashyap R.
Mehta & Partners, Company Secretaries, Ahmedabad is attached
with this Report as Annexure - 5. The same does not contain any
qualification or adverse remark.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has
undertaken an audit for the financial year ended 31^st March, 2026
for all applicable compliances as per SEBI Regulations and
Circulars / Guidelines issued thereunder.

The Secretarial Compliance Report issued by M/s. Kashyap R.
Mehta & Associates, Company Secretaries, Ahmedabad in the
prescribed format has been submitted to the Stock Exchanges
within the stipulated timeline and is available on the Company’s
website at the link: https://www.mbel.in/investors

The Secretarial Compliance Report does not contain any
qualification, reservation, adverse remark or disclaimer.

35. INSURANCE

The movable and immovable properties of the Company including
plant and Machinery and stocks / inventories where ever
necessary and to the extent required have been adequately
insured against the risks of fire, riot, strike, malicious damage etc.
as per the consistent policy of the Company.

36. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE
COMPANIES

The Company has two subsidiaries viz. Phenix Construction
Technologies Inc. (USA) and Phenix Building Solutions Private
limited. Further, a statement containing the salient feature of the
financial statement of Subsidiaries under the first proviso to sub¬
section (3) of section 129 is appended as Annexure - 6.

The Company does not have any Joint Venture or Associate Company.

37. CODE OF CONDUCT

The Board has laid down a Code of Conduct ("Code") for the Board
Members, Managerial Personnel and or Senior Management
Employees of the Company. This Code has been posted on the
Company’s website at https://www.mbel.in/pdfs/code-of-
conduct-for-directors-and-smp

All the Board Members and Senior Management Personnel have
affirmed compliance with this Code. A declaration signed by the
Managing Director to this effect forms part of the Corporate
GovernanceReport.

The Board has also laid down a Code of Conduct for the
Independent Directors pursuant to the provisions of Section
149(8) and Schedule IV to the Companies Act, 2013 via terms and
conditions for appointment of Independent Directors, which is a
guide to the professional conduct for Independent Directors and
has been uploaded on the website of the Company at following
web link: https://www.mbel.in/pdfs/code-of-conduct-for-
directors-and-smp

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any
regulators or courts or tribunals, impacting the going concern
status of the Company and its future operations.

39. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally
clean and safe operations. The Company's policy requires
conduct of operations in such a manner, so as to ensure safety of
all concerned, compliances of environmental regulations and
preservation of natural resources.

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

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We have not

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A policy adopted by the Company for Prevention of Sexual Harassment is available on its website at the following web link:
https://www.mbel.in/investors

41. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by
the Institute of Company Secretaries of India, which are
mandatorily applicable to the Company.

42. DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY

There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016. Further, there was no instance of one
time settlement with any Bank or Financial Institution.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONSTHEREOF

The Company has not undertaken any onetime settlements
during the year under review, hence no disclosure is required.

44. DECLARATION FROM DIRECTORS FOR LOANS

During the period under review, no loans have been obtained from
any of the Directors of the Company.

45. INSIDER TRADING POLICY

As required under the Insider Trading Policy Regulations of SEBI,
your Directors have framed and approved Insider Trading Policy for
the Company i.e. ‘Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information' and ‘Code
of Conduct for Regulating Monitoring and Reporting of Trading by
Designated Persons / Insiders'. The Policy is available on the
Company's website https://www.mbel.in/investors.

46. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCTION AND PROTECTION FUND

Since there was no Dividend declared till last year, the provisions
of Section 125 of the Companies Act, 2013 do not apply.

47. COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions of
the Maternity Benefit Act, 1961.

48. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY

No agreements have been entered / executed by the parties as
mentioned under Clause 5A of paragraph A of Part A of Schedule
III of SEBI Listing Regulations which, either directly or indirectly
effect / impact the Management or Control of the Company or
impose any restriction or create any liability upon the Company.

49. FINANCE

The Company has tied up for Term Loan facility from ICICI Bank.

The Company is enjoying working capital facilities under
consortium arrangement with ICICI Bank Limited as a Lead Bank
and Bank of Baroda, Standard Chartered Bank, Axis Bank Limited,
HDFC Bank Limited and Kotak Bank Limited as member Banks.

50. DEMATERIALISATION OF EQUITY SHARES

The majority Shareholding of the Company is in demat mode The
ISIN No. allotted is INE08N601015.

51. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has
followed the Indian Accounting Standards (IND AS) referred to in
Section 133 of the Companies Act, 2013. The significant
accounting policies which are consistently applied are set out in
the Notes to the Financial Statements.

52. ACKNOWLEDGMENT

Your Directors express their sincere thanks and appreciation to
Promoters and Shareholders for their constant support and co¬
operation. Your Directors also place on record their grateful
appreciation and co-operation received from Bankers, Financial
Institutions, Government Agencies and employees of the
Company.

On behalf of the Board of Directors

Chirag Hasmukhbhai Patel

Joint Managing Director
DIN: 00260514

Malav Girishbhai Patel

Place: Ahmedabad Joint Managing Director

Date: 10^th August, 2026 DIN: 00260602