Your directors (the "Board of Directors/"Board”) are pleased to present the 18^th Annual Report of Mangal Electrical
Industries Limited (Formerly known as Mangal Electrical Industries Private Limited) (the "Company”/ "MEIL”)
together with the Audited Financial Statements for the financial year ended March 31, 2026 (the "Financial
Year”).

1. REVIEW OF OPERATIONS/STATE OF AFFAIRS OF THE COMPANY

Your Company is manufacturer of CRGO electrical steel lamination and transformers which is supplied to
state electricity boards and private parties which was originally formed as a partnership firm constituted
under the Indian Partnership Act, 1932 on April 28, 1989 under the name and the style of “Mongol Electrical
Industries”. Thereafter, the partnership firm was converted into a private limited company under Part IX
of the Companies Act, 1956 as Mangal Electrical Industries Private Limited' and a fresh certificate of
incorporation dated April 1, 2008 issued by the RoC. Thereafter, our Company was converted into public
limited company pursuant to shareholder’s resolution dated May 16, 2024, consequent to which the name
of our Company was changed to Mangal Electrical Industries Limited, and a fresh certificate on incorporate
dated July 25, 2024 was issued by the Registrar of Companies RoC.

During the Financial Year ended on March 31, 2026 Company has recorded Gross Revenue of ^57,967.86
Lakhs as against ^54,942.14 Lakhs in previous year. The profit before tax amounted to ^5,811.51 Lakhs as
against ^6,370.93 Lakhs in previous year

FINANCIAL RESULTS

The Company’s financial performance for the financial year ended March 31, 2026 is summarized below :

(Amount in ^ Lakhs, except per share data)

2. CAPITAL STRUCTURE OF THE COMPANY

The current capital structure of the Company is
given below:

Authorized Share Capital:

The Authorized Share Capital of the Company as
on March 31, 2026, stood at ^30,00,00,000 (Rupees
Thirty Crore only) consisting of 3,00,00,000 (Three
Crore) equity shares of a face value TI0/- each.
During the financial year there is no change in
the Authorized Share Capital of the Company .

Issued Capital:

The Issued Share Capital of the Company as on
March 31, 2026, stood at ^27,63,01,240 (Rupees
Twenty seven Crore sixty three Lakh one thousand
two hundred forty only) consisting of 2,76,30,124
(Two Crore seventy six lakh thirty thousand one
hundred twenty four) equity shares of a face
value TI0/- each.

Subscribed & Paid-up Capital:

The Subscribed & Paid-up Share Capital of
the Company as on March 31, 2026, stood at
^27,63,01,240 (Rupees Twenty seven crore sixty
three lakh one thousand two hundred forty only)
consisting of 2,76,30,124 (Two crore seventy six
lakh thirty thousand one hundred twenty four)
equity shares of a face value T10/- each. During
the financial year, the Company has increased
its Subscribed & Paid-up Share Capital of the
Company by allotment of 71,30,124 equity shares
of a face value T10/- each on August 25, 2025,
pursuant to IPO.

Issue of Shares

During the year, the Company has issued equity
shares and the details thereof are as under:

(a) Date of issue and allotment:

The issue opened on Wednesday, August 20,
2025 and closed on Friday, August 22, 2025.
The equity shares were allotted on August 25,
2025.

(b) Method of allotment:

The equity shares were issued by way of
Initial Public Issue (IPO) in accordance with
applicable provisions of the Companies Act,
2013 and the Securities and Exchange Board
of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as
amended (“SEBI ICDR Regulations”) SEBI
regulations.

(c) Issue price:

The equity shares were issued for Cash at
a Price of ^561 per equity share including
a share premium of ^551/- per equity share
aggregating ^ 40,000 lakhs.

(d) Conversion price:

Not applicable, as the issue pertains to equity
shares and not convertible securities.

(e) Number of shares allotted:

The Company has allotted 71,30,124 (Seventy
one lakh thirty thousand one hundred twenty
four) equity shares for Cash at a Price of ^561
per equity share including a share premium
of ^551/- per equity share aggregating ^
40,000 lakhs

(f) Number of shares allotted to promoter
group:

Nil. No equity shares were allotted to the
Promoter or Promoter Group out of the
aforesaid issue.

(g) Issue for consideration other than cash:

Not applicable, as the equity shares were
issued for cash consideration.

Pursuant to the above allotment, the paid-
up equity share capital of the Company
increased from ^. 20,50,00,000/- (^ Twenty
crore fifty lakhs only) to ^. 27,63,01,240/- (^
Twenty seven crores sixty three lakhs one
thousand two hundred forty only).

The equity shares of the Company were listed
on BSE Limited and National Stock Exchange
of India Limited on August 28, 2025.

STATEMENT OF DEVIATION OR VARIATION IN
UTILISATION OF FUNDS (QUARTER-WISE)

Pursuant to Regulation 32 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the details of utilisation of
funds raised by the Company through [IPO-
Equity Shares] on a quarter-wise basis are as
under:

Date of allotment : 25.08.2025

Type of instrument : IPO (Equity shares)

Amount Raised (^ in lakhs) : 40,000.00

Confirmation

The above quarter-wise Statement of Deviation /
Variation has been:

• Reviewed by the Audit Committee, and

• Submitted to the Stock Exchanges on a
quarterly basis in compliance with Regulation
32 of the SEBI (LODR) Regulations, 2015.

3. EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any equity shares
under any Employee Stock Option Scheme
during the financial year ended March 31, 2026.
Further, no Employee Stock Option Scheme was
in force during the year under review.

Accordingly, the disclosures as required under
Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Regulation 34 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not
applicable to the Company.

4. INFORMATION ABOUT HOLDING /
SUBSIDIARIES / JOINT VENTURES /
ASSOCIATE COMPANIES

There are no subsidiaries, associate companies
and joint venture companies of the Company as
on the date of the closure of the financial year.
Accordingly, the reporting on the performance
and financial position of the Subsidiaries, Joint

Ventures & Associate Companies in the Board’s
Report is not applicable.

5. TRANSFER TO RESERVES

The Company is not proposing to transfer any
amount to the General Reserve of the Company
out of the Profits made during the year. The other
Equity (including Surplus in statement of profit
and loss) as on March 31, 2026 is ^56,273.64 Lakhs
as against the other Equity (including Surplus in
statement of profit and loss) as on March 31, 2025
of TI4/I66.35 Lakhs.

6. DIVIDEND

The Directors have not recommended any
Dividend for the financial year 2025-26 and have
decided to retain the profit.

7. UNCLAIMED DIVIDEND AND TRANSFER
TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

In compliance with Sections 124 and 125 of the
Act read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, any money transferred to
the Unpaid Dividend Account of a Company
in pursuance of these sections, which remains
unpaid or unclaimed for a period of seven years
from the date of such transfer shall be transferred
by the Company along with interest accrued, if
any, thereon to the Fund established under sub-

section (1) of section 125 of the Act i.e. Investor
Education and Protection Fund.

During the financial year, the Company was not
liable to transfer any unclaimed dividends and
corresponding shares thereto to IEPF.

8. CREDIT RATING

The Company’s financial prudence is reflected
in the strong credit rating ascribed by rating
agencies. The table below depicts the Credit
Rating profile as on March 31, 2026:

9. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

MDAR for the year, pursuant to Regulation 34(2)
(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing
Regulations”), forms part of the Annual Report,
and is attached herewith as "Annexure-6”.

10. MATERIAL CHANGES & COMMITMENTS

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

11. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS

During the financial year under review, the
Regional Director (North Western Region),
Ministry of Corporate Affairs, Ahmedabad,
vide Interim Order dated 04 July 2025, passed
under Section 441 of the Companies Act, 2013,
compounded the default relating to non¬
disclosure of the reasons for non-spending of the
prescribed Corporate Social Responsibility (CSR)
amount in the Board’s Report for the financial
year 2017-18, which constituted a contravention
of Section 134(3)(o) read with Section 135 of the
Companies Act, 2013.

The Regional Director imposed a compounding
fee of ^3,00,000 on the Company and ^50,000
each on Mr. Rahul Mangal, Director, and Mr.

Ashish Mangal, Director. The Company has
complied with the directions contained in the
said order and paid the compounding fees within
the prescribed time.

The aforesaid order does not have any material
impact on the going concern status or the future
operations of the Company.

12. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

During the financial year, the Company has
not given any loans, provided any guarantees,
made any investments, or offered any securities
falling under the provisions of Section 186 of the
Companies Act, 2013. The disclosures required
under the Act, if any, are provided in the audited
financial statements of the Company, read
together with the notes to accounts forming part
thereof.

13. RELATED PARTY TRANSACTIONS

All the related party transactions during the
year are entered on arm’s length basis and are
in compliance with the applicable provisions
of the Companies Act, 2013 and Regulation 23
of Listing Regulations. There are no materially
significant related party transactions entered
into by the Company with Promoters, Directors
or KMP etc., which may have potential conflict
with the interest of the company at large. All
related party transactions are first approved
by the Audit Committee and thereafter placed
before the Board for their consideration and
approval. A statement of all related party
transactions is presented before the Audit
Committee meetings on quarterly basis,
specifying the nature, value and terms and
conditions of the transactions, for its review.
The particulars of Contracts or arrangements
with related parties referred in Section 188(1)
of the Companies Act, 2013 read with Rule 15
of The Companies (Meetings of Board and its
Powers) Rules,2014 is appended to this report
in prescribed Form AOC-2 as "Annexure- 1”.
Further all the necessary details of transactions
entered with the related parties are mentioned
in the Notes to the Financial Statements for
the Financial Year ended March 31, 2026 in
accordance with the Accounting Standards.

The Company has formulated a policy on
materiality of related party transactions and also
on dealing with related party transactions which
has been uploaded on the Company’s website at
the web link https://www.mangals.com.

14. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26 the Board of
Directors of the Company met eleven (11) times
i.e.20-05-2025,24-05-2025,23-07-2025,25-07-
2025,13-08-2025, two separate meetings on 25
Au g ust 2025,16-09-2025,08-11-2025,23-12-2025

and 28-01-2026.

The intervening gap between the meetings
was within the period prescribed under the
Companies Act, 2013 and Secretarial Standard
on Meetings of Board of Directors issued by the
Institute of Company Secretaries of India. The
detailed information on the Board Meetings
have been disclosed in the Report on Corporate
Governance annexed as "ANNEXURE-4”.

15. COMMITTEES OF BOARD

The Board of Company has constituted the
following Committees to focus on specific areas
and take informed decisions in the best interests
of the Company within authority delegated to
each of the Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Corporate Social Responsibility Committee

(e) IPO Committee

(f) Executive and Finance Committee

The details of composition of the said
ecreCommittee(s), their terms of reference,
meetings held and attendance of the Committee
members during the financial year 2025-26 are
disclosed in the Corporate Governance Report
annexed as "Annexure-4”.

All the recommendations made by the
Committees during the year were accepted by
the Board of Directors.

16. SEPARATE MEETING OF INDEPENDENT
DIRECTORS

Pursuant to the requirements of Schedule IV
to the Companies Act, 2013 and the Listing
Regulations, separate Meetings of the
Independent Directors of the Company were
held on May 21, 2025 and June 30, 2026 without
the presence of Non-Independent Directors and
members of the management, to inter alia review
the performance of Non-Independent Directors
and the Board as a whole, the performance of
the Chairman of the Company, performance

of non-independent directors, the Board as a
whole. Further, Chairman of the Company was
evaluated, taking into account the views of
executive directors and non-executive directors.

17. DIRECTORS & KEY MANAGERIAL
PERSONNEL
Board of Directors:

The Board comprises highly experienced persons
of repute and eminence. The Board has a good
and diverse mix of Executive and Non-Executive
Directors with the half of the Board Members
comprising Independent Directors. The Board
composition is in conformity with the applicable
provisions of the Act and the Listing Regulations,
as amended from time to time. As on March 31,
2026 and date of this Annual Report, the Board
consists of 10 directors comprising of five (5)
Independent Directors including one women
director, four (4) Executive Directors and one (1)
Non-Executive Director. Subsequently, pursuant
to the approval of the Board of Directors at
its meeting held on July 29, 2026, Ms. Neha
Rathi (DIN: 11814524) has been appointed as an
Additional Director (Independent Category),
subject to the approval of the shareholders at the
ensuing Annual General Meeting. Consequently,
as on the date of this Annual Report, the Board
comprises eleven (11) Directors consisting
of six (6) Independent Directors (including
two Woman Independent Directors), four (4)
Executive Directors and one (1) Non-Executive
Non-Independent Director. The composition
of the Board represents an optimal mix of
professionalism, knowledge and experience and
enables the Board to discharge its responsibilities
and provide effective leadership to the business.

None of the Directors , including independent
directors, are disqualified for being appointed as
Director as specified in Section 164(1) & (2) of the
Act and Rule 14(1) of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

The Board as part of its succession planning
exercise, periodically reviews its composition to
ensure that the same is closely aligned with the
strategy and long term needs of the Company.

In accordance with the provisions of Section 152
of the Act, Mr. Aniketa Mangal, (DIN: 09532892)
Executive-Non Independent Director and Mr
Ompal Sharma, (DIN: 00280640) Executive-Non
Independent Director retired by rotation at the
previous AGM and shareholders approved their
reappointment.

Pursuant to the provisions of Section 203 of the Act, Mr. Rahul Mangal, Chairman & Managing Director,
Mr. Aniketa Mangal, Whole time Director, Mr. Ompal Sharma, Whole time Director, Mr. Sumer Singh
Punia, Whole time Director, Mr. Pawan Mendiratta, Chief Financial Officer and Mr Naresh Kumar Sharma,
Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on March
31, 2026.

During the year, except the below mentioned, no other change took place in the Board of Directors or
in Key Managerial Personnel of the Company. Subsequent to the close of the financial year, the Board,
at its meeting held on July 29, 2026, appointed Ms. Neha Rathi, (DIN: 11814524) as an Additional Director
(Independent Category), subject to the approval of the shareholders at the ensuing Annual General
Meeting. The composition of the Board of Directors of the Company is in compliance with the applicable
regulatory norms.

Further, Mr. Ashish Mangal, (DIN: 00432213), Non-
Executive-Non Independent Director and Mr.
Sumer Singh Punia, (DIN: 08393562), Executive
Director shall retire by rotation at the ensuing
AGM and being eligible, have offered themselves
for re-appointment. The disclosures required
under Regulation 36 of the Listing Regulations
and Secretarial Standards-2 (“SS-2”) on General
Meetings are provided in the Notice of AGM,
which is included in this Annual Report.

18. DECLARATION BY INDEPENDENT
DIRECTORS

The Company has received declarations from all
the Independent Directors under Sections 149
(6) and 149 (7) of the Companies Act, 2013 and
Regulation 16(1)(b) and Regulation 25(8) of the
Listing Regulations, confirming that they meet
all the criteria of independence as prescribed
thereunder. The Independent Directors
have affirmed compliance with the Code
for Independent Directors prescribed under
Schedule IV of the Companies Act, 2013 and the
Listing Regulations.

The Board is of the opinion that the Independent
Directors of the Company possess requisite
qualifications, experience (including proficiency)
and expertise and they hold highest standards
of integrity. Further, Independent Directors fulfil
the conditions of appointment as specified in
the Listing Regulations and are Independent of
the Management. The names of Independent
Directors are included in Independent Director’s
data bank maintained with the Indian Institute of
Corporate Affairs (“IICA”) in terms of Section 150 of
the Act.

19. ANNUAL PERFORMANCE 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 of Directors carried
out an annual evaluation of its own performance,
that of its statutory Committees, namely, the
Audit Committee, Stakeholders’ Relationship
Committee, Nomination and Remuneration
Committee and Corporate Social Responsibility
Committee, as well as the performance of the
Individual Directors.

The evaluation was carried out through a
structured questionnaire covering various aspects
of the functioning of the Board, its Committees
and Individual Directors. The evaluation criteria
included, inter alia, the composition and structure
of the Board, effectiveness of Board processes,
participation in meetings, strategic guidance,
governance oversight, quality of discussions,
decision-making, leadership, accountability, and
the quality, quantity and timeliness of information
provided by the management.

The evaluation framework was broadly based on
the provisions of the Companies Act, 2013, the
Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India (SEBI)
and the Guide to Board Evaluation issued by the
Institute of Company Secretaries of India (ICSI).

In a separate meeting of the Independent
Directors, the performance of the Non¬
Independent Directors, the Chairperson and
the Board as a whole was reviewed, taking into

account the views of the Executive Directors
and Non-Executive Directors. The Independent
Directors also assessed the quality, quantity and
timeliness of the flow of information between the
management and the Board to enable the Board
to effectively discharge its responsibilities.

The Nomination and Remuneration Committee
also reviewed the performance of the Individual
Directors based on the evaluation criteria
approved by the Board. Thereafter, the Board
considered and discussed the evaluation results,
excluding the Director being evaluated wherever
applicable.

Based on the evaluation carried out, the
Board expressed satisfaction with the overall
effectiveness of the Board, its Committees and
the Individual Directors. The evaluation reflected
that the Board and its Committees functioned
effectively, with active participation and valuable
contributions from all Directors, and that the
Company’s governance framework continued to
operate in an efficient and transparent manner.

Policy on Directors’ Appointment &
Remuneration

The Board on the recommendation of the
Nomination and Remuneration Committee
adopted a Policy on Nomination & Remuneration
of Directors, Key Managerial Personnel, Senior
Management and Other Employees, which,
inter-alia, lays down the criteria for determining
qualifications, positive attributes and
independence of a director, appointment and
removal of Directors, Key Managerial Personnel
and other Senior Management of the Company,
along with the criteria for determination of their
remuneration and evaluation and includes other
matters, as prescribed under the provisions of
Section 178 of the Act.

The policy is available on the website of the
Company at https://mangals.com/investor-
relations/codes-and-policies.html

Selection and Procedure for Nomination and
Appointment of Directors

The Company has a Nomination and
Remuneration Committee (“NRC”), which
is responsible for developing competency
requirements for the Board based on the
industry and strategy of the Company. The
Board composition analysis reflects an indepth
understanding of the Company, including its
strategies, environment, operations, financial
condition and compliance requirements. The

role of the NRC encompasses conducting a gap
analysis to refresh the Board on a periodic basis,
including each time a director’s appointment or
re-appointment is required.

The NRC is also responsible for reviewing the
profiles of potential candidates vis-a-vis the
required competencies, undertaking a reference
and due diligence and meeting potential
candidates prior to making recommendations
of their nomination to the Board. The appointee
is also briefed about the specific requirements
for the position including expert knowledge
expected at the time of appointment.

20. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

During the financial year, the Company
implemented a policy for the Familiarization
Programme for Independent Directors in line
with regulatory requirements. This Programme
is designed to provide insights into the
Company’s operations, business model, industry
developments, and the roles and responsibilities
of Independent Directors.

The Board members are provided with all
necessary documents, reports, materials,
and opportunities for site visits to facilitate a
comprehensive understanding of the Company’s
operations, procedures, and practices. All
Independent Directors are familiarized with the
roles, rights, responsibilities in the Company,
nature of the industry in which the Company
operates, business model of the Company, etc.
from time to time.

Further enhance their knowledge, periodic
presentations are made at meetings of the Board
and its Committees on various aspects, including
the Company’s business and operational
performance and sustainability.

The details of such familiarization programmes
imparted to Independent Directors are posted
on the website of the Company at https://www.
mangals.com/investor-relations/codes-and-
policies.html

21. AUDITORS AND AUDITORS’ REPORT
Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013,
the shareholders of the Company have appointed
M/s. A Bafna & Co., Chartered Accountants (ICAI
Firm Registration No. 003660C) as Statutory
Auditors of the Company for 5 consecutive years
at the AGM held on September 30, 2023 and

During the financial year, there was no change in
the statutory auditors of the Company.

Secretarial Auditors

M/s. Arms & Associates LLP, Practicing
Company Secretaries, (Firm Registration No.
P2011RJ023700) have carried out the Secretarial
Audit for the financial year ended March 31, 2026.

During the financial year, there was no change in
the secretarial auditors of the Company.

On the recommendation of the Audit Committee,
the Board of Directors has appointed M/s SKMG
& Co., Practicing Company Secretaries (Firm
Registration No. 4063), holding Peer Review
Certificate No. 1978/2022, as the Secretarial
Auditors of the Company for conducting the
Secretarial Audit of the Company for the Financial
Year 2026-27, pursuant to the provisions of
Section 204 of the Companies Act, 2013 read with
the Rules made thereunder and Regulation 24A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, subject to
the approval of the shareholders at the ensuing
Annual General Meeting.

Cost Records and Cost Audit

The Company has maintained cost accounts and
records as specified by the Central Government
under sub-section (1) of Section 148 of the Act.
M/s. Maharwal & Associates, Cost Accountants
(Firm Registration No. 101556) have carried out
the cost audit for the financial year.

The Board, on the recommendation of the Audit
Committee, has re-appointed M/s. Maharwal
& Associates, as Cost Auditors of the Company
for conducting the audit of cost records for the
financial year 2026-27 under Section 148 of the
Act read with the Companies (Audit and Auditors)
Rules, 2014.

The remuneration proposed to be paid to the Cost
Auditor for the financial year 2026-27 is subject to
ratification by the Company’s shareholders at the
ensuing Annual General Meeting.

Internal Auditors

The Board has appointed M/s.SCLJ and Associates
LLP, Chartered Accountants (Firm Registration
No. 036048C) as Internal Auditors for conducting
Internal Audit for the financial year 2025-26.

The observations and suggestions of the Internal
Auditors were reviewed, and necessary corrective/
preventive actions were taken in consultation
with the Audit Committee.

On the recommendation of the Audit Committee,
the Board has re-appointed M/s SCLJ & Associates,
Chartered Accountants (Firm Registration No.
036048C,), as Internal Auditors of the Company
for the financial year 2026-27.

Audit Reports

• The Statutory Auditors’ Report for the financial
year ended March 31, 2026, does not contain
any qualification, reservation or adverse
remark or disclaimer. The Report is enclosed
with the financial statements in this Annual
Report;

• The Secretarial Audit Report issued by M/s.
Arms & Associates LLP, for the financial year
ended March 31, 2026, does not contain any
qualification, reservation or adverse remark.
The Secretarial Auditors’ Report is annexed as
“Annexure-2” to this Report;

INSTANCES OF FRAUD, IF ANY, REPORTED
BY THE AUDITORS

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

22. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition
of Insider Trading) Regulations, 2015 and
amendments thereto, the Company has in
place a Code of Conduct to regulate, monitor
and report trading by Insider for prohibition of
Insider Trading in the shares of the Company.
The Code also prohibits purchase/sale of shares
of the Company by its Designated Persons and
other connected persons while in possession
of Unpublished Price Sensitive Information in
relation to the Company and during the period
when trading window is closed. The Company
has also formulated a Code of practices and
procedures for fair disclosure of Unpublished
Price Sensitive Information (UPSI) and the said
code is available on the Company’s website and
can be accessed at https://www.mangals.com/
investor-relations/codes-and-policies.html

23. VIGIL MECHANISM/WHISTLE BLOWER
POLICY

Your Company is committed to maintaining the
highest standards of professionalism, honesty,
integrity and ethical behaviour and legal business
conduct. In alignment with this commitment,
the Company has adopted a Whistle Blower

Policy and Vigil Mechanism in compliance with
the provisions of Section 177(9) of the Companies
Act, 2013 and the applicable rules thereunder and
Regulation 22 of the Listing Regulations.

This mechanism provides a formal framework for
directors, employees and other persons to report
concerns about suspected unethical behaviour,
malpractice, abuse or other instances of
wrongdoing within the Company. It also ensures
adequate safeguards to protect whistleblowers
from any kind of retaliation or victimisation for
raising such concerns in good faith.

During the Financial Year under review, no whistle
blower event was reported and mechanism is
functioning well. No personnel have been denied
access to the Chairperson of Audit Committee.
The policy is available on the website of the
Company at https://www.mangals.com/investor-
relations/codes-and-policies.html

24. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

The CSR initiatives of the Company primarily
focused on key areas such as promotion of
education and skill development, environmental
sustainability, sports, social welfare, and the
healthcare. During the FY 2025-26, the Company
has incurred expenditure of Rs. 85.98 lakhs
on CSR activities against obligation of
Rs. 83.04 lakhs.

In accordance with the provisions of Section 135
of the Companies Act, 2013, the Company has
constituted a ‘Corporate Social Responsibility
(CSR) Committee’ and formulated a CSR Policy.
The details of the CSR Policy, the composition
of the Committee, CSR expenditure during the
year and other relevant information are provided
as Annexure-3 to this Report, in the format as
required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended.

25. RISK MANAGEMENT

The Company has framed and implemented
a Risk Management Policy to identify various
business risks. This framework seeks to create
transparency, minimize adverse impact on the
business objectives and enhance the Company’s
competitive advantage. The Risk Management
Policy defines the risk management approach
across the enterprise at various levels including
identification and reporting. A detailed note on
Risk Management is included in the Management
Discussion and Analysis Report which forms part
of this Annual Report as Annexure-6.

26. DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC):

The Company has instituted an Internal
Complaints Committee (ICC) for redressal and
timely management of sexual harassment
complaints. The Committee is chaired by
Senior Women employee of the Company. The
Committee also has an external member who is
an advocate and has knowledge of issues/matters
relating to Women. The Board is periodically
updated on matters arising out of the policy/
framework, as well as on incidents, if any.

Policy on Prevention of Sexual Harassment at
Workplace (POSH) and Awareness:

The Company has zero tolerance towards sexual
harassment and is committed to provide a
safe environment for all. The Company’s policy
is inclusive irrespective of gender or sexual
orientation of an individual.

To create awareness on this sensitive and
important topic, training/awareness programs
are conducted during the year to create sensitivity
towards ensuring respectable workplace.

Pursuant to the said Act, the details regarding
the number of complaints received, disposed
and pending during the FY 2025-26, pertaining
to incidents under the above framework/ law are
as follows:

27. ANNUAL RETURN

The Annual Return of the Company as per the
provisions of Sections 134(3) (a) and 92(3) of the
Companies Act, 2013, is available on the website
of the Company at https://www.mangals.com/
investor-relations/annual-returns.html.

28. DEPOSITS

During the financial year, the Company has
not accepted deposits from the public falling
within the ambit of Sections 73 and 74 of the
Act read with the Companies (Acceptance of
Deposits) Rules, 2014 and hence no amount
on account of principal or interest on public
deposits was outstanding as on the date of the
Balance Sheet.

29. INTERNAL FINANCIAL CONTROLS AND ITS
ADEQUACY

The Company maintains a robust internal
financial control system to ensure orderly and
efficient conduct of its business operations.
These encompass adherence to internal policies,
safeguarding of assets, prevention and detection
of frauds and errors, accuracy and completeness
of accounting records, and the timely preparation
of accurate financial information.

The Audit Committee regularly reviews the
adequacy and effectiveness of the internal

control systems and provides recommendations
for continuous improvement.

During the year under review, neither the Internal
Auditor nor the Statutory Auditors has given
modified opinion on efficiency or effectiveness of
internal financial controls of the Company.

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

Your Company continuously strives to conserve
energy, adopt environmentally friendly practices
and employ sustainable technology for more
efficient operations.

The particulars relating to the Conservation
of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo pursuant to
Section 134 of the Companies Act, 2013 read with
Rules made thereunder is annexed herewith to
this report.

31. NOMINATION AND REMUNERATION
POLICY

In terms of provisions of Section 178(3) of the
Companies Act, 2013, on recommendation of
the Nomination & Remuneration Committee,
the Board has approved a policy, enumerating
the criteria for determining qualifications,
competencies, positive attributes and
independence of appointment of a Director
(Executive/Non-Executive) and criteria for
remuneration for the Directors, Key Managerial
Personnel and Senior Management employees,
ensuring that it covers the matters mentioned
in Section 178(4) of the Companies Act, 2013.

The copy of the Nomination and Remuneration
policy can be accessed by clicking on web link at
www.mangals.com

32. CORPORATE POLICIES

Your Board seeks to promote and follow the
highest level of ethical standards in all business
transactions guided by corporate values system.
Listing Regulations mandate the formulation
of certain policies for all listed companies.
The corporate governance available on the
Company’s website, at https://www.mangals.
com/investor-relations/codes-and-policies.
html. The policies are reviewed periodically by
the Board and updated as needed.

33. PARTICULARS OF EMPLOYEES

In terms of the first proviso to Section 136 of the
Act, the Reports and Accounts are being sent
to the shareholders excluding the information
required under Rule 5(2) and (3) of the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Any

shareholder interested in obtaining the same may write to the Company Secretary at the Registered
Office of the Company. The said information is available for inspection by the Members at the Registered
Office of the Company on any working day of the Company upto the date of the 18th Annual General
Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given hereunder.

During the year under review, the following directors of the Company have drawn remuneration as
detailed below:

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
as under:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the
Company and percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary in the financial year 2025-26:

*No remuneration paid except, payment of eligible sitting fees to Independent Directors.
*In line with the internal guidelines, no commission was paid to Directors.

(ii) The percentage increase in the median remuneration of employees in the financial year is 9.20%

(iii) The number of permanent employees on the rolls of company: 810

(iv) Average percentile increase already made
in the salaries of employees other than
the managerial personnel in the last
financial year and its comparison with
the percentile increase in the managerial
remuneration and justification thereof
and point out if there are any exceptional
circumstances for increase in the
managerial remuneration: 10%

Increase in salary is based on the
Company’s performance, individual
performance and promotions.

(v) Affirmation that the remuneration is as per
the remuneration policy of the Company:
It is hereby affirmed that the remuneration
paid is as per the remuneration policy of
the Company.

Additionally, the statement containing
employee particulars as required by
Section 197(12) of the Act and Rule
5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as
amended, is a part of this report. Pursuant
to Section 136(1) of the Act, the annual
report has been sent to Members without
the aforementioned annexure, which can
be inspected at the registered office of
the Company up to the date of the AGM.
Members interested in obtaining a copy
of the Annexure may request from the
Company Secretary of the Company at
compliance@mangals.com.

34. CORPORATE GOVERNANCE

Your board has put their sincere efforts in doing
a goodjob following good governance practices.
Accordingly the Company has complied with
the requirements of corporate governance as
stipulated under the Listing Regulations. The
corporate governance report and certificate
from practicing Company Secretary confirming
compliance of conditions as required by
Regulation 34(3) read with Part E of Schedule
V of the Listing Regulations, form part of the
Board’s Report.

Further as required under Regulation 17(8)
of the Listing Regulations, a certificate from
the Chairman & Managing Director and Chief
Financial Officer is annexed as Annexure-5
with this Report.

35. COMPLIANCE OF SECRETARIAL
STANDARDS ISSUED BY THE ICSI

The Institute of Company Secretaries of India
(ICSI) has issued Secretarial Standards (SS) on
various aspects of corporate law and practices.
The Company has duly complied with all the
applicable Secretarial Standards.

36. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial
controls and compliance systems established and
maintained by the Company, work performed by
the internal, statutory, cost, secretarial auditors
and external agencies, including audit of
internal controls over financial reporting by the
Statutory Auditors and the reviews performed
by Management and the relevant Board
Committees, including the Audit Committee,
the Board is of the opinion that the Company’s
internal financial controls were adequate and
effective during the financial year.

Pursuant to Section 134(5) of the Act, the Board
of Directors, to the best of their knowledge and
ability, confirm that:

• In the preparation of the annual accounts
for the financial year ended March 31, 2026,
the applicable accounting standards have
been followed and that there are no material
departures from the same;

• 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 as at March
31, 2026 and of the profit of the Company for
the financial year ended March 31, 2026;

• 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 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; and

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