Your Directors present the 31^st Annual Report on the business and operations of your Company along
with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The summary of the Financial Performance of the Company for the year under review are as under:

Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with
the current year's classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards
(IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms
part of the Annual Report and Accounts.

HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the period, the total income of the Company for the year ended on March 31, 2025 was Rs 217.01
lacs against total income of Rs. 71.42 lacs in the previous year and net loss of the Company is amounted
to Rs. 13.69 lacs as against the net loss of Rs. 5.01 lacs in the previous year. Your directors are
confident and optimistic of achieving upward growth and achieving much better results in the coming
years.

TRANSFER TO RESERVES:

During the year under review, since there is no profit, the Company has not transferred any amount to
statutory Reserve as required under Regulation 45-IC of the Reserve Bank of India Act, 1934.

DIVIDEND:

The Company had incurred loss during the year under review, therefore the Board of Directors has not
recommended any dividend for the year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013
do not apply.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and
notifications issued from time to time, all documents, including the notice and Annual Report will be sent
through electronic transmission in respect of members whose email IDs are registered in their demat
account or are otherwise provided by the members.

FUND RAISING:

During the year under review, the Company has raised fresh funds by way of issuance of 9,00,000 (nine
lack Equity Shares of Rs.10/- each on a preferential basis at a primum of Rs.15/- amounting to
Rs.2,25,00,000/- (Rupees Two Crores Twenty-Five Lacs only) . As per the Master Direction - Reserve
Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, the existing
NBFCs - ICC is require to achieve minimum Net Owned Fund upto ^5.00 Crores by March 31, 2025 and
Rs.10.00 Crores by March 31, 2027. This regulatory enhancement is aimed at strengthening the capital
adequacy of Base Layer NBFCs and ensuring compliance with updated norms and expand the business
operations and to meet the increased fund requirements of the Company.

MEETINGS:

During the year under review, 12 (Twelve) Board Meetings were convened and held, the details of which
are given in the Corporate Governance Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and
the SEBI Listing Regulations.

CHANGE OF REGISTERED OFFICE:

During the financial year ended on March 31, 2025, there was no change in the Registered Office of
the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

Being a non-deposit taking Non-Banking Financial Company, your Company has not accepted any deposits
from the public within the meaning of the provisions of the Master Direction Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and the provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report
is furnished in "Annexure-C" and is attached to the report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable compliances as
per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance
Report duly signed by M/s. Vishwas Sharma & Associates, Practising Company Secretaries has been
submitted to the Stock Exchanges and is annexed at "Annexure A" to this Board's Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under
review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Yogendra kuamr Gupta (DIN : 01726701) is retiring by
rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.
The Board on the recommendation of the Nomination and Remuneration Committee recommends his re¬
appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking
reappointment at the ensuing Annual General Meeting has been given in the notice of the 31^st Annual
General Meeting.

b) Declaration of Independence

Mrs. Amita Chhaganbhai Pragada, Mr. Sushilkumar Goel, Mr. Yash Kamleshkumar Shah were
Independent Directors the Company during the financial year ended on March 31, 2025. However, Mrs.
Hiralben Kubavat and Mr. Astik Trivedi had resigned as independent Directors of the Company during
the year under review. The Company has received declarations from all the Independent Directors
confirming that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b)
of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in
force).

The Board is of the opinion that all Independent Directors of the Company possess requisite
qualifications, experience, expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board /Committee of the Company.

c) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations,
the Board has carried out the annual performance evaluation of its own performance, performance of
the Chairman, the Committees and independent Directors without Participation of the relevant Director.
The Nomination and Remuneration Committee of the Board continuously evaluates the performance of
the Board and provides feedback to the Chairman of the Board. The independent directors had a
separate meeting without the presence of any non-independent directors and management and
considered and evaluated the Board's performance, performance of the Chairman and other non¬
independent directors and shared their views with the Chairman. The Board had also separately
evaluated the performance of the Committees and independent directors without participation of the
relevant director.

d) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors
has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship
Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to
these Committees etc. are included in this report.

e) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to
Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Yogendra kumar Gupta, Managing Director

b) Mr. Ritendrasinh Rathod, Company Secretary and Compliance Officer

c) Mr. Sunil Gurnani, Chief Financial Officer

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors of your Company often meet before the Board Meetings without the
presence of the Chairman of the Board or the Managing Director or the Executive Director or other
Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent Directors
to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and
the Board as a whole, review the performance of the Chairman of the Company(taking into account the
views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow
of information between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

One Meeting of Independent Directors was held on March 31, 2025 during the year and this meeting
was well attended.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors'
Responsibility Statement, Your Directors confirm that they have:

(i) followed applicable accounting standards, along with proper explanation relating to material
departures in the preparation of the annual accounts for the financial year ended on March 31,
2025;

(ii) 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 at the end of the financial year and of the loss of the Company for the year under review;

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

(iv) prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern
basis;

(v) had devised proper systems to ensure compliance with the Provisions of all applicable laws and such

systems were adequate and operating effectively; and

(vi) laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, as amended from time to time, M/s. S.D.P.M. & Associates, Chartered
Accountants are Statutory Auditors of the Company for the financial year 2023-2028.

Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the
matter relating to such appointment for ratification by members at every AGM, is not required. Hence,
the resolution relating to ratification of Auditor's appointment is not included in the notice of the
ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors of
the Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as
Auditor of the Company.

During the financial year 2024-25, no frauds have either occurred or noticed and/or reported by the
Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014 (as amended from time to time) Therefore, no detail is required to be
disclosed under Section 134 (3) (ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are
no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the
Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013.
The Auditors' Report is enclosed with the financial statements in this Annual Report.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost
Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts
and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision
of Section 138 of the Companies Act 2013, has appointed M/s Umangi Bhavsar & Associates, Chartered
Accountants as an Internal Auditor of the Company.

d) Secretarial Auditor

Pursuant to the provision of Section 204(1) of the Act & Rule 9 of the Companies (Appointment and
Remuneration of Personnel) Rules, 2014 and other applicable provisions, if any of the Act and Regulation
24A of the SEBI Listing Regulations read with circulars issued thereunder to the extent applicable,
other applicable regulations framed by the Securities and Exchange Board of India in this regard, the
Secretarial auditor needs to be appointed for a period of 5 (Five) years.

In view of the above, the Board of Directors have appointed Mr. Guarang Shah, Proprietor of M/s. G R
Shah and Associates, Company Secretaries as Secretarial Auditor of the Company for a period of five
(5) years i.e. from Financial Year 2025-26 to Financial Year 2029-30 subject to the approval of
Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act
and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

M/s. G R Shah and Associates, Company Secretaries have confirmed that their appointment, if made,
will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial
Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of
Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of
ICSI.

The Secretarial Audit Report for the financial year ended March 31, 2025 in Form No. MR - 3 is
attached as 'Annexure B' to this report. The said report contains observation or qualification certain
observation and qualification which are mentioned here in under:

SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company is Rs. 37,30,00,000 consisting of 3,73,00,000 Equity
Shares of Rs. 10/- each. During the year under review, there was no change in the Authorised Share
Capital of the Company.

Issued, Subscribed and Paid up Capital:

Pursuant to the Order of the Hon'ble National Company Law Tribunal, Ahmedabad dated November 12,
2024 the Reduction of Share Capital of Mahan Industries Limited is approved under section 66 of the
Companies Act, 2013.

Pursuant to the Order the subscribed and paid-up share capital of the Company shall be reduced from

3.60.00. 000 equity shares of Rs. 10/- each equivalent to Equity Share Capital of Rs.36,00,00,000/- to

36.00. 000 equity shares of Rs. 10/- equivalent to an equity share capital of Rs. 3,60,00,000/-.

Further, due to preferential issue, the issued subscribed and paid up capital of the Company has been
increased from Rs.3,60,00,000/- to Rs. 4,50,00,000/- and Rs 1,45,00,000/- as premium in order to
comply with Reserve Bank of India's (RBI) revised regulatory framework, for minimum Net Owned Fund
(NOF) requirement for Non-Banking Financial Companies (NBFCs) of ^5.00 crore.

Therefore, as on March 31, 2025, the Paid-up share capital of the Company as on March 31, 2025 is Rs.

4.50.00. 000 consisting of 45,00,000 Equity Shares of Rs. 10/- each.

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

A. CONSERVATION OF ENERGY:

i. the steps taken or impact on conservation of energy: Nil

ii. the steps taken by the company for utilizing alternate sources of energy: None

iii. the capital investment on energy conservation equipment's: Nil

B. TECHNOLOGY ABSORPTION:

i. the efforts made towards technology absorption: None

ii. the benefits derived like product improvement, cost reduction, product development or import
Substitution: None

iii. in case of imported technology (imported during the last three years reckoned from the beginning
of the financial year)-Nil

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof:
N.A

e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO:

i. Foreign Exchange Earning: Nil

ii. Foreign Exchange Outgo : Nil

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure
in the Financial Statements of the full particulars of the loans made and guarantees given or securities
provided is not applicable to the company.

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the
ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act
with respect to loans. Accordingly, the disclosures of the loans given as required under the aforesaid
section have not been made in this Board's Report.

Particulars of loans and investments outstanding during the financial year are furnished in notes to the
standalone financial statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a
Policy on Related Party Transactions and the same can be accessed on the Company's website at
www.mahan.co.in. All transactions with Related Parties are placed before the Audit Committee for
approval. All related party transactions that were entered into during the financial year were on an
arm's length basis and in the ordinary course of business, the particulars of such transactions are
disclosed in the notes to the financial statements. During the year under review there were no
materially significant related party transactions. Disclosures of related party transactions of the
Company with the promoter/promoter group, which holds 10% or more shareholding in the Company, if
any, is given in note to the standalone financial statements.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act
in Form AOC-2 is not applicable to the Company for F.Y. 2024-25.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the
Company as at March 31, 2025 is hosted on your Company's website at www.mahan.co.in

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going
concern status and the Company's operations in future.

However, during the year under review, Company has received the Order of the Hon'ble National
Company Law Tribunal, Ahmedabad dated November 12, 2024 for approval of Reduction of Share Capital
of Mahan Industries Limited under section 66 of the Companies Act, 2013.

Pursuant to the Order the subscribed and paid-up share capital of the Company shall be reduced from

3.60.00. 000 equity shares of Rs. 10/- each equivalent to Equity Share Capital of Rs.36,00,00,000/- to

36.00. 000 equity shares of Rs. 10/- equivalent to an equity share capital of Rs. 3,60,00,000/-.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been
constituted to deal with specific areas/activities as mandated by applicable regulations, which concern
the Company and need a closer review. The composition and terms of reference of all the Committees
are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all there
commendations made by the respective Committees were accepted by the Board. All observations,

recommendations and decisions of the Committees are placed before the Board for information or for
approval.

The Company have Audit Committee, Stakeholders' Relationship Committee and Nomination and
Remuneration Committee, the details of which are furnished in the Report on Corporate Governance
that forms part of this Annual Report.

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations
as and when applicable from time to time. The Company is regular in submitting and complying with all
the mandatory and event based disclosures and quarterly compliance report to the stock Exchange as
per SEBI Regulations within the prescribed time limit.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI vide its Notification dated May 05, 2021 had amended Regulation 34 of the Listing Regulations,
wherein SEBI has mandated that Business Responsibility Report ("BRR") shall be discontinued after the
Financial Year 2021-22 and thereafter, with effect from the Financial Year 2022-23, the Top 1,000
listed entities based on market capitalization shall submit a Business Responsibility and Sustainability
Report ("BRSR") in the format as specified by SEBI from time to time. As your Company is not covered
in the list of 1000 listed entities based on market capitalization, the Business Responsibility Report
("BRR”) is not applicable to your Company.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by
allowing paperless compliances by the Companies and has issued Circulars stating that service of
notice/documents including Annual Report can be sent by e-mail to its members.

As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative'
undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of
documents including the Annual Report, amongst others, to shareholders at their-mail address
previously registered with the DPs and RTAs.

Shareholders who have not registered their e-mail addresses so far are requested to do the same.
Those holding shares in demat form can register their e-mail address with their concerned DPs.
Shareholders who hold shares in physical form are requested to register their e-mail addresses with
the RTA.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner
by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards
this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company
has implemented 'Whistle Blower Policy' covering Vigil Mechanism with protective clauses for the
Whistle Blowers. The Whistle Blower Policy is disclosed on the Company's website at www.mahan.co.in.

The objective of the said policy is to provide a channel to the employees and Directors of the Company
and explain them, the detailed process or raising concerns or report any improper activity resulting in
violation of Laws, Rules, Regulations or Company's policies, standards, values or code of conduct, insider
trading violations etc. by any of the employees, customers, vendors and investors, addressing the
concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit
Committee.

During the financial year ended March 31, 2025, no Whistle Blower complaints were received from the
employees and Directors of the Company. Further, no employee or Director was denied access to the
Audit Committee or its Chairman.

The Company promotes ethical behaviour in all its business activities and is in line with the best
governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy
approved and adopted by the Board of Directors of the Company pursuant to Section 177(9) of the Act
read with Regulation 4(2)(d)(iv) and 22 of the SEBI Listing Regulations and Regulation 9A(6) of the
SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a vigil mechanism
named 'Breach of Integrity and Whistle Blower/Vigil Mechanism Policy' to provide a formal mechanism to
the directors and employees to report their concerns about unethical behaviour, actual or suspected
fraud or violation of the Company's Code of Conduct or Business Ethics Policy. The Policy provides for
adequate safeguards against victimization of employees who avail the mechanism and provides for direct
access to the Chairman of the Audit Committee in appropriate and exceptional circumstances. A
quarterly and annual report on the whistle-blower complaints, as received, is placed before the Audit
Committee for its review.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a 'Policy
for Prevention of Sexual Harassment' to prohibit, prevent or deter any acts of sexual harassment at
workplace and to provide the procedure for the redressal of complaints pertaining to sexual
harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules
thereunder ("POSH Act"). The Company has complied with the provisions relating to the constitution and
composition of the Internal Committee under the POSH Act.

During the year under review, no case of sexual harassment was reported to the Internal Committee
("IC"). To build awareness and appreciation of this area, your Company has implemented an online
knowledge module leveraging our learning management system. Your Company continue to strive harder
with each passing year to ensure our organization succeed in bringing the best out of our people and
enable the organization to create value for its Shareholders and Employees.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe,
inclusive, and supportive workplace for women employees. All eligible women employees are provided with
maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave if any.

The Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and
letter of the legislation.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Management has laid down a set of standards, processes and structure which enables it to
implement internal financial controls across the organization with reference to financial statements and
such controls are adequate and are operating effectively. Internal Finance control framework has been
established in line with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India (the 'Guidance Note').

The internal financial control is supplemented by extensive internal audits, regular reviews by the
Management and standard policies and guidelines to ensure reliability of financial and all other records
to prepare financial statements, its reporting and other data. The Audit Committee of the Board
reviews internal audit reports given along with management responses. The Audit Committee also
monitors the implemented suggestions. The Company has, in all material respects, adequate internal
financial control over financial reporting and such controls are operating effectively.

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 FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going
concern status and company's operations in future.

PARTICULARS REGARDING EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is disclosed in this report as an
Annexure D.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk
management framework with the vision to integrate risk management with its overall strategic and
operational practices in line with requirements as specified in SEBI Listing Regulations. The primary
objective is to ensure sustainable and stable business growth supported by a structured approach to
risk management. The risk management framework includes designing, implementing, monitoring,
reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks,
health, safety and environmental risks, financial risks as well as compliance & control risks. These risks
can have a material adverse impact on the implementation of strategy, business performance, results,
cash flows and liquidity, stakeholders' value and of course on reputation.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by
the Institute of Company Secretaries of India, as amended from time to time.

CORPORATE GOVERNANCE:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the
Company, even before they were mandated by law. Your Company is committed to transparency in all its
dealings and places high emphasis on business ethics.

A Report on Corporate Governance along with a Certificate from Practising Company Secretary
regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of
the Listing Regulations forms part of this Annual Report as "Annexure-E".

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE
DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise themselves
with the Company, its Management and its operations. The Directors are provided with all the
documents to enable them to have a better understanding of the Company, its various operations and
the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the
time of their appointment through a formal letter of appointment, which also stipulates various terms
and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the
new Non-Executive Directors on matters related to the Company's values and commitments. They are
also introduced to the organization structure, constitution of various committees, board procedures,
risk management strategies, etc.

All the details shall be accessible to all the Directors which, inter alia, contains the following
information:

• Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013 and

the Listing Regulations;

• Annual Reports;

• Code of Conduct for Directors;

• Terms and conditions of appointment of Independent Director;

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarisation
programmes for its Directors including periodic review of Investments of the Company, Regulatory
updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to the
Companies Act, Taxation and other matters, Listing Regulations, Framework for Related Party
Transactions, etc. at the Audit Committee Meetings. The details as required under Regulations 46 and
62(1A) of the Listing Regulations are available on the website of your Company at www.mahan.co.in

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not
applicable on the company. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it
does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.

BOARD CONFIRMATION REGARDING INDEPENDENCE OF THE INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declaration/disclosures under section 149(7)
of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfil the
independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing
Regulations and have also confirmed that they are not aware of any circumstance or situation, which
exist or maybe reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence.

Further, the Board after taking these declarations / disclosures on record and acknowledging the
veracity of the same concluded that the Independent Directors are persons of integrity and possess
the relevant expertise and experience to qualify as Independent Directors of the Company and are
Independent of the Management.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND
BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy
code, 2016; hence the requirement to disclose the details of application made or any proceeding pending
under the Insolvency and Bankruptcy code, 2016 during the year along with their status as at the end of
the financial year is not applicable.

THE 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 REASONS THEREOF:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the
Banks/Financial Institutions occurred during the year.

FRAUD REPORTING:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported
to the Audit Committee under Section 143 (12) of Act, any instances of fraud committed against the
Company by its officers or employees, the details of which needs to be mentioned in the Board's Report.

GENERAL DISCLOSURES:

During the financial year 2024-25,

• The Company has not issued any shares with differential voting rights;

• There was no revision in the Financial Statements;

• The Company has not issued any Sweat Equity Shares;

• The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and
SEBI (Share Based Employee Benefits) Regulations, 2014.

• The Company has not defaulted in repayment of loans from Banks and Financial Institutions;

• Disclosures pursuant to RBI Scale Based Regulations, unless provided in the Board's Report, form
part of the notes to the standalone financial statements;

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Director's Report:

a. Annexure A: Annual Secretarial Compliance Report;

b. Annexure B : Secretarial Auditors Report in Form No. MR-3;

c. Annexure C: Management Discussion and Analysis Report (MDAR);

d. Annexure D: Details of personnel/particulars of employees;

e. Annexure E: Corporate Governance Report

f. Annexure F: Certificate of Corporate Governance

g. Annexure G: Certificate of Non-Disqualification of Directors

h. MD & CFO Certificate

APPRECIATION:

Your directors would like to record their appreciation of the hard work and commitment of the
Company's employees and warmly acknowledge the unstinting support extended by its banks & financial
institutions, shareholders and other stakeholders in contributing to the results. Your directors also
express their gratitude for the guidance received from RBI, SEBI and other regulatory agencies.

Place: Ahmedabad BY ORD ER O F T H E BOA R D

Date: September 06, 2025 MAHAN INDUSTRIES LIMITED

Sd/-

YOGENDRA KUMAR GUPTA
CHAIRMAN AND MANAGING DIRECTOR
DIN: 01726701