Directors Report of Manglam Infra & Engineering Ltd.

Mar 31, 2025

We are pleased to present the 2nd Annual Report on the business and operations of Manglam Infra & Engineering
Limited ("The Company"), accompanied by the Audited Standalone Financial Statements for the Financial Year
ended on March 31, 2025. This report holds special significance as it represents the Company''s first report following
the successful completion of its Initial Public Offering (IPO) and subsequent listing on the Emerge Platform of the
National Stock Exchange of India Limited ("NSE EMERGE"). "This milestone marks a key step in our journey,
reflecting market confidence in our vision and strategy. We extend a warm welcome to all our new shareholders. We
are deeply grateful and thank our shareholders for their trust and confidence. The Company remains committed to
the highest standards of corporate governance and focused on delivering sustainable growth and long-term value
for all stakeholders

1. FINANCIAL PERFORMANCE

The Company''s Financial Summary and Highlights are summarized below:

(L In Lakhs except in EPS)

Particulars		F.Y.	F.Y.
		2024-2025	2023-2024
Revenue from Operations		4518.16	3468.11
Other Income		107.19	26.44
Total Revenue		4625.36	3494.54
Less: Depreciation/ Amortization/ Impairment		166.34	89.03
Profit /loss before Finance Costs, Exceptional items and Tax Expense		4459.02	3405.52
Less: Finance Costs		52.04	27.58
Less: Other Expenses		4006.82	2487.59
Profit /loss before Exceptional items and Tax Expense		400.16	890.35
Add/(less): Exceptional items		-	-
Profit /loss before Tax Expense		400.16	890.35
Less: Tax Expense	Current Tax	122.65	240.56
	Deferred Tax	(15.74)	(11.98)
Profit /loss for the year		293.25	661.77
Earnings Per Share (EPS)
Basic		1.84	7.50
Diluted		1.84	7.50

2. OPERATIONS AND PERFORMANCE REVIEW

For the year under review, the company faced
a decline in profitability despite achieving a
reasonable revenue figure. The revenue from
operations was T4518.16 Lakhs, and total expenses
amounted to T4225.20 Lakhs. As a result, the
company reported a Profit After Tax (PAT) of
T293.25 Lakhs. The revenue of T4518.16 Lakhs
reflects consistent operational activity, driven by
our services. However, while revenue growth
was stable, the overall profitability did not show a
significant increase compared to the previous year.
Total expenses for the year stood at T4225.20 Lakhs,
which includes various operational and fixed costs.

Increased operational costs, and other external
factors contributed to the rise in total expenses,
which in turn affected the overall profit margin. The
Profit After Tax (PAT) of T293.25 Lakhs represents
a decrease when compared to the previous
financial year. This decline in profit can primarily
be attributed to higher operational expenses and
increased costs across various functions, impacting
the overall profit margins despite stable revenue
generation.

The Board and management are actively engaged
in addressing the underlying causes of the cost
increase. Strategic initiatives are underway to
optimize operations, enhance productivity, and

drive cost efficiencies across all functions. The
company is confident that these steps will improve
profitability in the coming year and position it for
sustainable growth in the long term.

Your directors remain fully committed to enhancing
shareholder value by carefully managing costs,
improving operational performance, and pursuing
growth opportunities that align with the company''s
long-term objectives.

3. INITIAL PUBLIC OFFER OF EQUITY SHARES
AND LISTING

The Company applied to Emerge Platform of
National Stock Exchange Limited ("NSE") for in¬
principle approval for listing its equity shares on
the SME Platform of the NSE. The National Stock
Exchange Limited has, vide its letter dated, May

15, 2024, granted it''s in- principle Approval to the
Company.

The Company successfully concluded its Initial
Public Offering (IPO) on July 26, 2024, following the
issue opening on July 24, 2024. The IPO comprised
the issuance of 49,32,000 equity shares of face value
U0 each at an issue price of ^56 per share (including
a share premium of T46 per share), aggregating to
a total issue size of ^2,761.92 lakhs. The response
from investors was overwhelming.

We are pleased to inform you that the allotment for
the IPO was completed on July 29, 2024, with the
shares ranking pari-passu with the existing shares.
The Company received listing approval from
NSE vide letter dated July 30, 2024, and trading
commenced on the NSE Emerge Platform on July
31, 2024.

4. UTILIZATION OF IPO PROCEEDS

As per the objectives stated in the Prospectus, the IPO proceeds are being utilized as follows and there are
no deviation(s) or variation(s) in respect of the utilization of the proceeds of the Initial Public Offer by the
Company as per Regulation 32(1)(a) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015:

Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised	Amount of Deviation/ Variation for the half year and Year ended March 31, 2025 according to applicable object	Remarks if any
1. To meet the
working capital requirements	No	1935.00	No	1164.97	Nil	-
2. General corporate purposes	No	496.87	No	496.59	Nil	-
3. Issue Expenses	No	330.05	No	316.88	Nil

5. DIVIDEND:

To strengthen the financial position of the Company,
your directors have decided not to recommend any
Dividend for the year under review.

6. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business
during the year under review as prescribed in Rule
8 (5) (ii) of the Companies (Accounts) Rules, 2014.
Your Company continues to remain in the same
business.

7. SHARE CAPITAL OR CAPITAL STRUCTURE

As on March 31, 2025, the authorised equity share
capital of the Company stood at ^ 20 ,00,00,000/-
(Rupees Twenty Crore Only) comprising 2,00,00,000

(Two Crore) Equity Shares of Rs. 10/- each

As on March 31, 2025, the paid-up equity share
Capital of the Company as at ^ 17,59,67,000/-
(Rupees Seventeen Crore Fifty-Nine Lakhs Sixty-
Seven Thousand Only) divided into 1,75,96,700
(One Crore Seventy-Five Lakh Ninety Six Thousand
Seven Hundred) Equity Shares of Rs. 10/- each.

During the period under review, the Company has
allotted 49,32,000 (Forty-Nine Lakh Thirty-Two
Thousand) equity shares of face value of ^ 10 each
of the Company, pursuant to initial public offer
on July 29, 2024. subsequently listing on the SME
Platform of the National Stock Exchange of India
Limited ("NSE EMERGE") on July 31, 2024

Further, during the financial Year 2024-2025:

i. Issue of equity shares with differential rights

As per rule 4 (4) of Companies (Share Capital
and Debentures) Rules, 2014, during the period
under review, your Company has not issued
equity shares with differential rights.

ii. Issue of sweat equity shares

As per rule 8 (13) of Companies (Share Capital
and Debentures) Rules, 2014, during the period
under review, your Company has not issued
Sweat equity shares.

iii. Issue of employee stock options

As per rule 12 (9) of Companies (Share Capital
and Debentures) Rules, 2014, during the period
under review, your Company has not issued
equity shares under the scheme of employee
stock option.

iv. Provision of money by Company for purchase

of its own shares by employees or by trustees
for the benefit of employees

As per rule 16 (4) of Companies (Share Capital
and Debentures) Rules, 2014 there are no
voting rights exercised directly or indirectly
by the employees in respect of shares held by
them

8. TRANSFER TO RESERVES

During the year under review, the Company has
not transferred any amount to General Reserve.

9. ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3)
(a) of the Companies Act, 2013, the Annual Return
as on March 31, 2025 is available on the Company''s
website at https://www.manglaminfra.com/
investors

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. Directors and KMPs as on March 31, 2025

In accordance with the relevant provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), the Company has an appropriate mix of Executive Directors, Non-Executive Directors,
and Independent Directors. The Board consists of 5 directors out of which 2 are executive directors, 2 are
independent directors and 1 is non-independent non-executive director. The chairman of the board of
directors of the Company, Mr. Yogendra Kumar Singh is an executive director. The Board includes Ms.
Divyani, in compliance with the requirement to have a woman director. The list of directors and KMPs as
on March 31, 2025, are as under:

Sr. No.	Name of Directors and KMPs	Designation
1.	Mr. Yogendra Kumar Singh	Chairperson & Whole time Director
2.	Mr. Ajay Verma	Managing Director
3.	Mrs. Divyani	Non-Executive and Non-Independent Director
4.	Mr. Diwakar Chaudhary	Additional Independent Director
5.	Mr. Krishna Pratap Singh	Additional Independent Director
6.	Mr. Sanjay Kumar	Chief Financial Officer
7.	Ms. Neha Jain	Company Secretary and Compliance Officer

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed
under the applicable regulations and that they are not disqualified from being appointed as directors in
terms of Section 164(2) of the Companies Act, 2013.

ii. Retirement by Rotation

In Accordance to Section 152 of the Companies
Act, 2013, at least two-third of the total
number of Directors (excluding independent
directors) shall be liable to retire by rotation.
The Independent Directors are not subject to
retirement by rotation and serve for a fixed
period of office that does not exceed five years
from the date of appointment.

Accordingly, pursuant to the provisions of

the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Ajay Verma
(DIN- 07129690), Managing Director of the
Company is liable to retire by rotation at the
ensuing Annual General Meeting and being
eligible has offered himself for re- appointment.
The Board of Directors recommends their re¬
appointment.

The annexure to the notice calling the upcoming
Annual General Meeting contains a brief

resume and other information about Mr. Ajay
Verma (DIN- 07129690), who is recommended
for re-appointment. This information is
required to be disclosed under Regulation 36(3)
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

iii. Changes occurred in Board of Directors and

Key Managerial Personnel (KMPs) of the
Company, during the year under review

CHANGES IN DIRECTORS

> Mr. Vijay Kumar Amar (DIN: 07129656),
has tendered his resignation as a Non¬
Executive - Independent Director of the
Company w.e.f. January 15, 2025.

> Mr. Diwakar Chaudhary (DIN: 10797018)
was appointed as an Additional Director
(Non-Executive, Independent) of the
Company based on the recommendation
of the Nomination and Remuneration
Committee for a term of 5 years with
effect from February 03, 2025 to February
02, 2030, subject to approval of the
shareholders of the Company.

> Mr. Krishna Pratap Singh (DIN: 05240506)
was appointed as an Additional Director
(Non-Executive, Independent) of the
Company based on the recommendation
of the Nomination and Remuneration
Committee for a term of 5 years with
effect from February 03, 2025 to February
02, 2030, subject to approval of the
shareholders of the Company

> Mr. Vinod Chandra Semwal (DIN:
03100338) has tendered his resignation as
a Non-Executive - Independent Director
of the Company, effective from closure of
business hours on February 06, 2025

> Mr. Sanjay Chaudhary (DIN: 10344415)
has tendered his resignation as a Non¬
Executive - Independent Director of the
Company, w.e.f closure of business hours
on February 06, 2025

CHANGES IN KMPs

> Mr. Sonu Kumar Gupta has tendered his
resignation as Chief Financial officer of
the Company with effect from the close of
business hours on December 02, 2024.

> Mr. Sanjay Kumar was appointed as Chief
Financial Officer (CFO) & Key Managerial
Personnel (KMP) of the Company with
effect from Saturday, March 01, 2025.

11. BOARDS INDEPENDENCE

According to Regulation 16(1)(b) of the SEBI
Listing Regulations, when read in conjunction with
Section 149(6) of the Act and the rules promulgated
thereunder, Independent Directors are Non¬
Executive Directors. They have declared that they
are not aware of any circumstance or event that
may reasonably be expected to affect or impair their
ability to carry out their obligations in line with
Regulation 25(8) of the SEBI Listing Regulations.
The Board believes the Independent Directors
meet the requirements for independence as stated
in Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI Listing Regulations, and that they
are independent of the management, based on the
declarations received from them and after giving
them due consideration.

Additionally, in compliance with Section 150 of the
Act and Rule 6 of the Companies (Appointment
& Qualification of Directors) Rules, 2014, the
Independent Directors have confirmed that they
have enrolled in the Indian Institute of Corporate
Affairs'' Independent Directors'' Databank.

12. FAMILIARISATION PROGRAMME FOR
DIRECTORS (INCLUDING INDEPENDENT
DIRECTORS)

In accordance with the provisions of the Companies
Act of 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations of 2015, the
company has developed a program through which
the Independent Directors becomes familiar with
the company''s business model, industry in which
it operates, and other aspects of their roles, rights,
and responsibilities.

13. CODE OF CONDUCT

The Board of Directors has adopted a Code of
Conduct for Directors and Senior Management of
the Company. An annual affirmation of compliance
with the Code of Conduct is taken from all the
Directors and Senior Management members of the
Company to whom the Code applies. The Code of
Conduct has also been posted at the website of the
Company https://www.manglaminfra.com

14. DECLARATION BY INDEPENDENT
DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013
and Regulation 16 of the SEBI Listing Regulations,
all Independent Directors of the Company have
given a declaration that they meet the criteria of
Independence.

The Independent Directors have also confirmed

that they have complied with the Company''s code
of conduct. In the opinion of the Board of Directors,
the Independent Directors fulfill the conditions
specified in the Companies Act, 2013 and the
SEBI Listing Regulations and are independent
of the management. In the opinion of the Board,
the Independent Directors possess the requisite
integrity, experience, expertise and proficiency
required under all applicable laws and the policies
of the Company.

15. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual
evaluation of its own performance, and the
performance of board committees and individual
directors pursuant to the provisions of the
Companies Act, 2013.

Further, pursuant to the Provisions of Section 134(3)
(p) of the Companies Act, 2013, the Nomination
and Remuneration Committee has defined the
evaluation criteria for the performance evaluation
process for the Board, its Committees and Director
including the Independent Director

The Board evaluated the effectiveness of its
functioning and that of the Committees and of
individual directors by seeking their inputs on
various aspects of Board. The Board members
had submitted to Nomination and Remuneration
Committee, their response on a scale from 5
(Strongly Agree) to 1 (Strongly disagree) for
evaluating the entire Board, respective Committees
of which they are members and of their peer Board
members, including Chairman of the Board.

The aspects covered in the evaluation included
the contribution to and monitoring of corporate
governance practices, participation in the long-term
strategic planning and the fulfillment of Directors
obligations and fiduciary responsibilities, including

but not limited to, active participation at the Board
and Committee Meetings.

The Independent Directors of the Company met
separately without the presence of N on-Independent
Directors and the members of management and
reviewed, inter-alia, the performance of Non¬
Independent Directors and Board as a whole
and the performance of the Chairperson of the
Company after taking into consideration the views
of Executive and Non-Executive Director

The Directors expressed their satisfaction with the
evaluation process. It was further acknowledged
that every individual Member and Committee of
the Board contributed its best in the overall growth
of the organization.

16. INSIDER TRADING

In accordance with the SEBI (Prohibition of Insider
Trading) Regulation, 2015, 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 details of the insider trading policy
have been disclosed on the Company''s website at
the following link: https://www.manglaminfra.
com. The Board is responsible for implementation
of the Code. Further the Directors and all the
designated persons have confirmed that they have
adhere to the code.

The Code requires a Trading Plan and pre¬
clearance for dealing in the Company''s shares,
and it prohibits the Directors and designated
employees from purchasing or selling Company
shares while in possession of unpublished price
sensitive information about the Company or while
the Trading Window is closed. However, no such
cases occurred in the Company during 2024-25.

17. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met ten times during the financial year 2024-2025, to consider and approve various
matters including approvals required for the IPO process. The meetings were held on 13.05.2024, 09.07.2024,
11.07.2024, 17.07.2024, 23.07.2024, 27.07.2024 29.07.2024, 13.11.2024, 03.02.2025 and 01.03.2025.

Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity
with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and Secretarial Standards issued
by the Institute of Company Secretaries of India ("Secretarial Standards").

Attendance of directors in the meetings

S. No.	Name of Director	Board Meeting			Attendance
		No of Meetings eligible to attend	No of Meetings attended	%	at last AGM
1.	Ajay Verma	10	10	100	Yes
2.	Yogendra Kumar Singh	10	10	100	Yes

3.	Divyani	10	10	100	Yes
4.	Vijay Kumar Amar	8	8	100	Yes
5.	Vinod Chandra Semwal	9	8	88.88	Yes
6.	Sanjay Chaudhary	9	9	100	Yes
7.	Diwakar Chaudhary	1	1	100	NA
8.	Krishna Pratap Singh	1	1	100	NA

Separate Meeting of Independent Directors

Pursuant to Schedule IV of the Act read with Regulation 25 of SEBI Listing Regulations, the Independent
Directors met on May 13, 2024 without the presence of Non-Independent Directors and members of the
management and have interalia, assessed the quality, quantity and timeliness of flow of information between
the management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

18. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report
as required under Regulation 34 read with Schedule
V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations,
2015") forms part of this Annual Report. Certain
Statements in the said report may be forward¬
looking. Many factors may affect the actual results,
which could be different from what the Directors
envisage in terms of the future performance and
outlook. Management Discussion and Analysis
Report is given in ''Annexure-I'' and form part of this
report

19. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15(2) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with the
corporate governance provisions as specified in
regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub
regulation (2) of regulation 46 and para C, D and
E of Schedule V shall not apply, in respect of listed
entity which has listed its specified securities on the
SME Exchange.

Your Company is listed on SME Platform of
National Stock Exchange of India Ltd., therefore,
regulation 27 (2) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015 is not applicable.
However, the corporate governance report does
not form a part of this Board Report, though we
are committed towards best corporate governance
practices.

20. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In accordance with provisions of Regulation 34(2)

(f) of SEBI Listing Regulations the Company being
SME listed, requirement of Business Responsibility
and Sustainability Report is not applicable to the
Company

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act,
2013, the Directors, to the best of their knowledge
and belief, confirm that:

> In the preparation of the annual accounts for
the financial year ended March 31, 2025, the
applicable accounting standards have been
followed and there are no material departures;

> They have selected such accounting policies
and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view
of the state of affairs of the Company at the
end of the financial year and of the profit of the
Company for that period;

> They have taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions
of the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities;

> They have prepared the Annual Accounts for
the financial year ended March 31, 2024 on a
going concern basis;

> They have laid down internal financial controls
to be followed by the Company and such
internal financial controls are adequate and
operating effectively;

> They have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

22. COMMITTEES OF THE BOARD OF DIRECTORS

i. Stakeholders Relationship Committee ("SRC")

The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation
20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the
Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances
of shareholders, debenture holders and other security holders including complaints related to transfer of
shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the
steps to be taken for further value addition in the quality of service to the investors.

The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from
time to time by the Board.

During the year under review, a total of two (02) complaints/grievances were received on the Scores
Portal (SEBI Complaints Redressal System) / NSE Portals/ODR Portal from Investors / Stakeholders''.
These complaints primarily pertained to refunds due to non-allotment of shares during the Initial Public
Offering (IPO). All complaints were duly addressed and resolved within the prescribed time frame as per
regulatory requirements.

The Company has a proper mechanism in place for the redressal of investors'' grievances and related
matters. Relevant details regarding the grievance redressal process are available on the Company''s website
at: https://www.manglaminfra.com/investors.

The Stakeholders Relationship and Grievance Committee convened a meeting on 13.05.2024 and 13.11.2024.
The necessary quorum was present for all the meetings.

Composition of the SRC and attendance details of the members for the period as given below:

S. No.	Name of Member	Designation	No of Meetings eligible to attend	No. of Meetings attended
1.	Mrs. Divyani	Chairperson, Non-Executive & Non-Independent Director	2	2
2.	Mr. Sanjay Chaudhary1	Member, Non-Executive & Independent Director	2	2
3.	Mr. Krishna Pratap Singh2	Member, Non-Executive & Independent Director	0	0
4.	Mr. Ajay Verma	Member, Managing Director	2	2

S. No.	Name of Member	Designation	No of Meetings eligible to attend	No. of Meetings attended
1.	Mr. Vijay Kumar Amar3	Chairperson, Non¬ Executive & Independent Director	4	4
2.	Mr. Vinod Chandra Semwal3	Member, Non-Executive & Independent Director	4	3
3.	Mr. Diwakar Chaudhary4	Chairperson, Non¬ Executive & Independent Director	1	1
4.	Mr. Krishna Pratap Singh4	Member, Non-Executive & Independent Director	1	1
5.	Mr. Yogender Kumar Singh	Member, Whole Time Director	5	5

*Mr. Vijay Kumar Amar and Mr. Vinod Chandra Semwal resigned on January 15, 2025, and February 6, 2025,
respectively.

** Mr. Diwakar Chaudhary and Mr. Krishna Pratap Singh were appointed on February 3, 2025.

iii. Nomination And Remuneration Committee (NRC)

The Nomination and Remuneration Committee of the Company is constituted in accordance with
Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section
178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Two (2)
Independent Directors and One (1) Non-Executive Director.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from
time to time by the Board.

During the year under review, the Nomination and Remuneration Committee met four times. The meetings
were held on 13.05.2024, 09.07.2024, 03.02.2025 and 01.03.2025. The necessary quorum was present for all
the meetings.

Composition of the NRC and attendance details of the members for the period as given below:

S. No.	Name of Member	Designation	No of Meetings eligible to attend	No. of Meetings attended
1.	Vinod Chandra Semwal3	Chairman, Non-Executive & Independent Director	3	3
2.	Vijay Kumar Amar3	Member, Non-Executive & Independent Director	2	2
3.	Sanjay Chaudhary3	Member, Non-Executive & Independent Director	3	3
4.	Mr. Krishna Pratap Singh4	Chairman, Non-Executive & Independent Director	1	1
5.	Mr. Diwakar Chaudhary4	Member, Non-Executive & Independent Director	1	1
6.	Mrs. Divyani ***	Member, Non-Executive & Non-Independent Director	2	2

** Mr. Diwakar Chaudhary and Mr. Krishna
Pratap Singh were appointed on February 3, 2025.

*** Mrs. Divyani Singh was appointed as
committee member on November 13, 2024.

23. AUDITORS AND AUDIT REPORTS

i. Statutory Auditors and Their Report

RAHUL SOMYA & COMPANY, Chartered
Accountant, Gwalior, (Firm Reg. No. 023870C)
were appointed as Statutory Auditors of the
Company for 5 (five) consecutive years, at the
01^st Annual General Meeting held on July 20,
2024, for five years till the conclusion of 06^th
Annual General Meeting to be held for the year
ended on 31/03/2029. Accordingly, they have
conducted Statutory Audit for the F.Y. 2024-25.

The Statutory Auditors have confirmed that
they are not disqualified from continuing as
Auditors of the Company and shall continue to
be Statutory Auditors for the F.Y. 2024-25.

As required under Regulation 33(1)(d) of the
SEBI (LODR) Regulation, 2015, the auditor
has confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute
of Chartered Accountants of India.

The Auditor have expressed their unmodified
opinion on the financial statements and in his
report, there are no qualifications, reservations
or adverse remarks or disclaimers made by
Statutory Auditors on the financial accounts
of the Company for the financial year under
review.

ii. Secretarial Auditors

Pursuant to the provisions of section 204 of the
Companies Act, 2013 the Company is required
to undertake the Secretarial Audit pursuant
to listing of equity shares on Emerge Platform
of NSE on July 31, 2024. The Company has
appointed m/s R.S. SHRIVASTAVA &
ASSOCIATES, Company Secretaries, Bhopal
as Secretarial Auditor at the Board Meeting
held on March 01, 2025 for the financial year
2024-2025.

The Secretarial Audit Report issued by M/S R.S.
SHRIVASTAVA & ASSOCIATES, Company
Secretaries 2024-2025 does not contain any
qualifications or adverse remarks. The Secretarial
Audit report is annexed to the Director Report in
Form MR-3 as ''Annexure -II''.

iii. Cost Auditors

Pursuant to Section 148 of the Companies Act,

2013 read with The Companies (Cost Records
and Audit) Amendment Rules, 2014, the cost
audit records maintenance is not applicable on
the company.

iv. Internal Auditors

According to the Section 138 of Companies
Act, 2013 and rule 13(1)(2) of Companies
(Accounts) Rules, 2014, pursuant to listing
of equity shares on Emerge Platform of NSE
on July 31, 2024; the Company is required to
undertake the Internal Audit for the financial
year 2024-2025. The Company has appointed
M/S NEHA VERMA & ASSOCIATES, having
FRN: 034633C, Chartered Accountants, Bhopal,
as Internal Auditor at the Board meeting on
November 13, 2024 for the financial year 2024¬
2025.

Board''s Comment on the Auditor''s Report:

> Statutory Auditor: The observations of the Statutory
Auditors, when read together with the relevant
notes to the accounts and accounting policies are
self- explanatory and does not call for any further
comment from Board of Directors.

> Secretarial Auditor: There are no observations from
secretarial auditors in their report, the report is
self- explanatory and does not call for any further
comment by the Board of Directors.

> Internal Auditor: The management has replied
on the observations made by the internal auditor.
The changes suggested by the internal auditor in
the accounting system will be taken care from the
current financial year.

Reporting of Frauds by Auditors

During the year under review, the Statutory
Auditors, and Secretarial Auditors have not
reported any instances of fraud committed in the
Company by its officers or employees under Section
143(12) of the Companies Act, 2013

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies
Act, 2013 and the regulations outlined therein, a
CSR Policy has been implemented to guarantee
social responsibilities.

The CSR Policy is available for download at the
company''s website https://www.manglaminfra.
com/investors

Due to the company''s profitability and turnover,
your company was mandated by section 135 of
the Companies Act, 2013 and its implementing
regulations to carry out CSR expenditure in 2024-

2025. The Company has incurred a number of
expenditures under the banner of "Corporate
Social Responsibility which has been provided
in ''Annexure-III'' that are compliant with both
Schedule VII of the Companies Act of 2013 and the
Company''s CSR Policy

Further, as per the provisions of section 135 (9) of the
Companies Act, 2013, where the amount to be spent
by a company does not exceed fifty lakh rupees, the
requirement under sub-section (1) for constitution
of the Corporate Social Responsibility Committee
shall not be applicable and the functions of such
Committee provided under this section shall, in
such cases, be discharged by the Board of Directors
of the company

25. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has not
made any investments or given any loans or guarantees
or provided any security in connection with a loan to
any person or body corporate, as defined under Section
186 of the Companies Act, 2013.

26. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered
into during the financial year under review, were
on an arm''s length basis, in the ordinary course of
business and are in compliance with the applicable
provisions of the Companies Act, 2013 and
applicable rules and regulations.

There were no materially significant related party
transactions that could have potential conflict with
the interest of the Company at large. Prior omnibus
approval of the Audit Committee is obtained for
transactions that are repetitive in nature or when
the need for these transactions cannot be foreseen
in advance. There have been no instances where the
Board has not accepted any recommendation of the
Audit Committee, during the financial year 2024-25.

Details of transactions with Related Parties as
required under Section 134 (3) (h) of the Companies
Act, 2013 read with Rule 8 (2) of the Companies
(Accounts) Rules, 2014 are given in ''Annexure-IV''

in Form AOC - 2 and forms part of this Report. The
Company has adopted a policy for dealing with
Related Party Transactions. The Policy as approved
by the Board is available at the web link https://
www.manglaminfra.com/assets/images/10.%20
P0LICY%200N%20RELATED%20PARTY%20
TRANSACTI0NS.pdf

27. SHARE TRANSFER SYSTEM/

DEMATERIALIZATION OF SHARES

Your Company''s shares are tradable compulsorily
in electronic form and your Company has
connectivity with the Depositories i.e. National
Securities Depository Limited (NSDL) and Central
Depository System Limited (CDSL).

As of March 31, 2025, a total of 1,75,96,700 equity
shares of the Company were held in dematerialized
form through NSDL and CDSL. Furthermore, 100%
of the shareholding of the Promoters and Promoter
Group is in dematerialized form, in compliance with
Regulation 31(2) of the SEBI (Listing 0bligations
and Disclosure Requirements) Regulations, 2015.

Following is the status of the securities as of March
31, 2025:

The ISIN No. allotted to the Company is
INE0R3101011 and Registrar and Share Transfer
Agent is Bigshare Services Private Limited.

28. LISTING FEES

The Company has paid the listing fees to NSE
Limited for the year 2025-26.

29. DEPOSITS

The company has not accepted deposits from public
within the meaning of Section 73 of the Companies
Act, 2013 also no unsecured loan accepted from its
directors and relative of directors under sub rule 1
clause (C) sub clause (VIII) of rule 2 of Companies
(Acceptance of Deposits) Rules 2014.

PARTICULARS	CDSL	NSDL	TOTAL
Shares in Demat mode	1,59,12,700	16,84,000	1,75,96,700
Shares in	Nil	Nil	Nil
Physical mode

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:

i PnncpTuafinn nf pnprtn?

(i)	the steps taken or impact on conservation of energy	Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	the capital investment on energy conservation equipment''s	Not applicable, in view of comments in clause (i)

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
	(b) the year of import;
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development	Nil

iii. Foreign exchange earnings and outgo

During the year, the total foreign exchange used was ^ Nil and the total foreign exchange earned was ^ Nil

31. NOMINATION & REMUNERATION POLICY

The Board of Directors has framed the policy on
Nomination & Remuneration which lays down the
framework in relation to the selection, appointment
and remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel and
other employees of the Company.

The salient features of the Policy as approved by
the Board are as follows:

> Appointment of the Directors and Key
Managerial Personnel of the Company.

> Fixation of the remuneration of the
Directors, Key Managerial Personnel, Senior
Management Personnel and other employees
of the Company.

> Formulate a criterion for determining
qualifications, positive attributes and
independence of a director.

> Specify methodology for effective evaluation
of performance of Board/committees of the
Board and review the terms of appointment of
Independent Directors on the basis of the report
of performance evaluation of the Independent

Director

> To ensure a transparent nomination process
for directors with the diversity of thought,
experience, knowledge, perspective and
gender in the Board.

> Undertake any other matters as the Board may
decide from time to time.

The Nomination & Remuneration Policy has
been posted on the Company''s website at
https: / /www.manglaminfra.com/assets /
images/34.%2QNOMINATION%2QAND%20
REMUNERATION%20POLICY.pdf

32. VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has established a Vigil Mechanism
/ Whistle Blower Policy to deal with instances of
fraud and mismanagement, if any. Accordingly,
Under Section 177 of the Companies Act, 2013 and
other applicable rules and regulations if any, your
Company has designed a vigil mechanism for the
directors and employees to report genuine concerns
in such manner as may be prescribed. inter alia,
provides for a mandatory requirement for all listed
companies to formulate a Vigil Mechanism for

Directors and employees to report their genuine
concerns to the management instances of unethical
behavior.

The Vigil Mechanism/Whistle Blower Policy
has been posted on the Company''s website
at https://www.manglaminfra.com/assets/
images/9.%20VIGIL% 20MECHANISM % 20% 20
%20WHISTLE%20BLOWER%20POLICY.pdf

33. RISK MANAGEMENT

The Company has adopted measures concerning
the development and implementation of a Risk
Management System in terms of Section 134(3)
(n) of the Companies Act, 2013 and in line with
the Risk Management Policy of the Company,
after identifying the elements of risks which, in
the opinion of the Board, may threaten the very
existence of the Company itself. The Company has
an elaborate process of identification, assessment
and prioritization of risk followed by coordinated
efforts to minimize, monitor and mitigate/control
the probability and/or impact of unfortunate events
or to maximize the realization of opportunities.

Your Company has a comprehensive Enterprise
Risk Management framework to periodically assess
risks in the internal and external environments and
incorporate mitigation plans in its business strategy
and operation plans.

The risk management process in our business,
multi-site operations, over the period of time will
become embedded into the Company''s business
systems and processes, such that our responses
to risks remain current and dynamic. Major risks
identified are systematically addressed through
mitigating actions on a continuing basis.

34. COMPANIES WHICH HAVE BECOME OR
CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES
DURING THE YEAR

During the year under review, no Company
became or ceased to be subsidiaries, joint ventures
or associates of the Company. There are no
subsidiaries, joint ventures or associates of the
Company.

35. INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need
for an effective Internal Financial Control system in
the Company. The system should be designed and
operated effectively. Rule 8(5) (viii) of Companies
(Accounts) Rules, 2014 requires the information
regarding adequacy of Internal Financial Controls

with reference to the financial statements to be
disclosed in the Boards report. To ensure effective
Internal Financial Controls the Company has laid
down the following measures:

> The internal financial control systems are

commensurate with the size and nature of its
operations.

> All legal and statutory compliances are ensured

on a monthly basis. Non-compliance, if any,
is seriously taken by the management and
corrective actions are taken immediately. Any
amendment is regularly updated by internal as
well as external agencies in the system.

> Approval of all transactions is ensured through
a preapproved Delegation of Authority
Schedule which is reviewed periodically by the
management.

> The Company follows a robust internal audit
process. Transaction audits are conducted
regularly to ensure accuracy of financial
reporting, safeguard and protection of all the
assets. Fixed Asset verification of assets is done
on an annual basis. The audit reports for the
above audits are compiled and submitted to
Board of Directors for review and necessary
action.

36. DISCLOSURE AND DETAILS RELATING TO
REMUNERATION OF DIRECTORS AND KMPS
AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable
provisions if any, of the Companies Act, 2013 read
with the Rules issued there under your Company has
a well-structured Nomination and Remuneration
Policy in place which laid down the criteria for
determining qualifications, competencies, positive
attributes, independence for appointment of
Directors and remuneration of Directors, KMP and
other employees.

The Disclosures with respect to the Remuneration
of Directors, KMPs and Employees as required
under Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 along with, a statement containing particulars
of Employees as required under Section 197 of
Companies Act, 2013 read with Rule 5(2) and (3) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed
herewith and marked as ''Annexure-V'' and form
part of this report

37. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There have been no material changes and
commitments, which affect the financial position
of the company which have occurred between the
end of the financial year to which the financial
statements relate and the date of this Report.

38. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

During the year under review, the provision of
section 125(2) of the Companies Act, 2013 does not
apply as the company was not required to transfer
any amount to the Investor Education Protection
Fund (IEPF) established by the Central Government
of India.

39. SIGNIFICANT MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND THE COMPANY''S
OPERATIONS IN THE FUTURE

There were no significant and material orders
passed by the regulators, courts or tribunals which
would impact the going concern status of the
Company and the Company''s future operations.

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

The Company has always believed in providing
a safe and harassment-free workplace for every
individual through various interventions and
practices. The Company always endeavors to
create and provide an environment that is free from
discrimination and harassment, including sexual
harassment.

The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Internal Complaints Committee has been set
up in compliance with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 to redress complaints received
regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy.

Following are the details of sexual harassment cases
for the financial year 2024-25:

> Number of complaints of sexual harassment
received in the year - Nil

> Number of complaints disposed off during the

year - Nil

> Number of cases pending for more than ninety

days- Nil.

41. MATERNITY BENEFIT PROVIDED BY THE
COMPANY UNDER MATERNITY BENEFIT
ACT 1961:

The Company has duly complied with the
applicable provisions of the Maternity Benefit Act,
1961. All eligible women employees have been
extended the statutory benefits as prescribed under
the said Act.

42. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016

No application has been made under the Insolvency
and Bankruptcy Code; hence the requirement to
disclose the details of an application made or any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year
along with their status as at the end of the financial
year is not applicable.

43. 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

During the financial year under review, the
disclosure is not applicable as the Company has not
undertaken any one-time settlement with the banks
or financial institutions.

44. INSURANCE

The Company''s assets are adequately insured
against the loss of fire and other risk, as considered
necessary by the Management from time to time.

45. DISCLOSURE OF ACCOUNTING TREATMENT
IN PREPARATION OF FINANCIAL
STATEMENTS

The financial statements are prepared in accordance
with Accounting Standards (AS). The AS are
prescribed under section 143(10) of the Companies
Act, 2013, read with Companies (Accounting
Standards) Rules, 2021 as applicable and as
amended from time to time.

46. HUMAN RESOURCES

The Company takes pride in the commitment,
competence, and dedication of its employees across
all areas of the business. It remains committed to

nurturing, developing, and retaining top talent
through robust learning and organizational
development initiatives. These efforts, led by the
Corporate Human Resources function, serve as a
critical pillar in supporting sustainable growth and
ensuring long-term success.

As on the closure of the Financial Year 2024¬
2025, the total number of employees stood at 298,
comprising:

> Female employees: 23

> Male employees: 275

> Transgender employees: Nil

47. SECRETARIAL STANDARDS

The Company has complied with Secretarial
Standards issued by the Institute of Company
Secretaries of India on Board and General Meetings
of the Company.

48. APPRECIATION AND ACKNOWLEDGEMENT

It is our strong belief that caring for our business
constituents has ensured our success in the past
and will do so in future. The Board acknowledges
with gratitude the co-operation and assistance
provided to your company by its bankers, financial
institutions, and government as well as non¬
government agencies. The Board wishes to place on
record its appreciation for the contribution made
by employees of the Company during the year
under review. The Company has thrived through
the competence, hard work, solidarity, cooperation,
and support of employees at all levels. Your
directors thank the customers, clients, vendors
and other business associates for their continued
support in the Company''s growth.

Date:07-08-2025
Place: Bhopal

For & on behalf of Board of Directors of
MANGLAM INFRA & ENGINEERING LIMITED

Ajay Verma Yogendra Kumar Singh

DIN: 07129690 DIN: 03551106

(Managing Director) (Whole Time Director)

1

Mr. Vinod Chandra Semwal resigned on February 6, 2025

2

Mr. Krishna Pratap Singh were Appointed on February 3, 2025

ii. Audit Committee

The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies
Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
and comprises of three qualified members (i.e. 2 Non-Executive Independent Directors and 1 Executive
Director).

All the members have financial and accounting knowledge.

The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

During the fiscal year under review, the Audit Committee met five times to discuss a variety of issues.
The meetings were held on 13.05.2024, 09.07.2024, 11.07.2024, 13.11.2024 and 01.03.2025. The necessary
quorum was present for all the meetings.

Composition of the Audit Committee and attendance details of the members for the period as given below:

3

Mr. Vijay Kumar Amar was Resigned on January 15, 2025. Mr. Sanjay Chaudhary and Mr. Vinod Chandra

4

Semwal were Resigned on February 6, 2025.