Your directors present their 33^rd Annual Report on the business and operations of the Company and
the accounts for the financial year ended 31^st March, 2025.

1. Financial summary or highlights/performance of the Company

The performance of the Company during the year ended 31^st March 2025 has been as under:

2. Brief description of the company’s working during the year/state of company’s affairs

Work on the Company’s real estate project is moving slower than expected. The final layout
permission is expected to be received in the current year.

3. Material changes and commitments

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

4. Dividend

The board of directors has not recommended any dividend for the current financial year.

5. Transfer to reserve

The Company does not propose to transfer any amount to the general reserve for the financial
year ended 31^st March, 2025.

6. Share Capital

During the period under review, there were no changes in the Capital Structure of the Company.
The Authorized Share Capital of the Company is ?11,00,00,000 divided into 1,10, 00,000 equity
shares of ?10/- each and the paid-up share capital is ?8,23,50,000 divided into 82,35,000 equity
shares of ?10/- each.

7. Directors and Key Managerial Personnel as on 31^st March, 2025 and details of change in
Directors and Key Managerial Personnel

Your Directors believe that the Board must consciously create a culture of leadership to provide
a long-term vision and policy approach to improve the quality of governance. The Board’s actions
and decisions are aligned with the Company’s best interests.

The company has maintained an optimum combination of Executive and Non-Executive Directors.
The composition of the Board, Category, DIN and shareholding of Directors are as follows:

The Key Managerial personnel of the Company as on 31^st March, 2025 were as follows:

Key Managerial Personnel (KMP)

1. Sri. Rishabh Agarwal : Whole-time Director, Promoter

2. Sri. Anil Agarwal : CFO & Director

3. Smt. Krati Garg : Company Secretary

PROPOSED APPOINTMENTS / RE-APPOINTMENTS IN THE 33^rd ANNUAL GENERAL
MEETING

Sri. Anil Agarwal [DIN: 00040449] Director, who retires by rotation at the ensuing Annual General
Meeting of the Company will be completing 75 years of age on 1^st January 2026. He has declined
to seek reappointment.

Approval of the shareholders is being sought for the re-appointment of Ms. Nalini Agarwal, (DIN
07164298) as Director (Non- Executive) of the Company, who retires by rotation at the ensuing
Annual General Meeting of the Company and being eligible offers herself for re-appointment in
accordance with the provisions of the Companies Act and pursuant to Articles of Association of
the Company. Your Board recommends the re-appointment of Ms. Nalini Agarwal as a Director of
the Company.

Approval of the shareholder is also being sought for the reappointment of Mr. Siddarth Sanghi
[DIN: 00033401], Independent Director for a second term of five years commencing from 26^th
June, 2025.

8. Directors’ Responsibility Statement

Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board of Directors
of the company make the following statements, to the best of their knowledge and belief and
according to the information and explanations obtained by them:

i. in the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

ii. 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/loss of the
company for that period;

iii. 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the company and such internal
financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

9. Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent
standing in their respective field/profession and who can effectively contribute to the Company’s
business and policy decisions are considered by the Nomination and Remuneration Committee,
for appointment, as an Independent Director on the Board. The Committee inter alia considers
qualification, positive attributes, area of expertise and number of Directorship(s) and
Membership(s) held in various committees of other companies by such persons in accordance
with the Company’s policy for selection of directors and determining directors’ independence.
The Board considers the Committee’s recommendation and takes appropriate decision.

In the opinion of the Board the Independent Directors possess the integrity, expertise and
experience (including the proficiency) of the independent directors.

10. Declaration given by independent directors

The company has received necessary declarations from each Independent Director of the
company under Section 149(7) of the Companies Act, 2013.

11. Particulars of Employees

The company had no employees during the year 2024-2025 other than the three Key Managerial
Personnel.

12. Meetings of Board of Directors

The Board of Directors duly met 4 (Four) times on 23.05.2024, 14.08.2024, 12.11.2024, and
14.02.2025 in respect of which meetings, proper notices were given and the proceedings were
properly recorded and signed in the Minutes Book maintained for the purpose.

The intervening gap between the meetings was not more than 120 days as prescribed under the
Companies Act, 2013.

13. Policy on Director’s appointment and remuneration

The company has framed policy on directors’ appointment and remuneration and other matters
as provided in section 178(3) of the Act and is referred to while taking decisions under its purview.

14. Formal Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the
board has carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit and Nomination & Remuneration
Committees.

The performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure, effectiveness
of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc

The Board and the Nomination and Remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director
to the board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the chairman was also
evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of directors. The same was discussed in the board meeting that followed the
meeting of the independent Directors, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of independent directors was
done by the entire board, excluding the independent director being evaluated.

The overall performance of the non-executive directors of the company is satisfactory. The review
of performance was based on the criteria of performance, knowledge, analysis, quality of decision
making etc.

15. Audit Committee

The Audit Committee of the company is duly constituted as per Section 177 of the Companies
Act, 2013.

Audit Committee has acted in accordance with the terms of Section 177 of the Companies Act,
2013

(i) recommended for appointment, remuneration and terms of appointment of auditors of the
company;

(ii) reviewed and monitored the auditor’s independence and performance, and effectiveness of
audit process;

(iii) examination of the financial statement and the auditors’ report thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) scrutiny of inter-corporate loans and investments; if any

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

The Audit Committee consists of a combination of Director (CFO) and Non-Executive Independent
Directors and assists the Board in fulfilling its overall responsibilities.

The details of composition of Audit committee for the year ended 31.03.2025 is as follows:

16. Nomination and Remuneration Committee

The company has constituted the Nomination and Remuneration Committee under section
178 of the Companies Act, 2013.

The Nomination and Remuneration Committee consists of a combination of Non-Executive
Director and Non-Executive Independent Directors and assists the Board in fulfilling its overall
responsibilities.

The details of composition of Nomination and Remuneration committee for the year ended
31.03.2025 is as follows.

Directors Chairperson/Member Category

Sri. Siddharth Sanghi Chairperson Independent Director

Sri. Raghavendra Rahul Korlam Member Independent Director

Non-Independent & Non-

Smt. Nalini Agarwal Member

Executive Director

Meetings and attendance of Nomination and Remuneration Committee Meetings during the
year 2024 - 2025

The Nomination and Remuneration policy of the company is provided below:

a) Selection and evaluation of directors:

The board has based on the recommendations of the Nomination and Remuneration
Committee, laid down following policies.

1. Policy for determining qualifications, positive attributes and independence of a director.

2. Policy for board & independent directors’ evaluation.

b) Performance evaluation of board, committees and directors.

The company believes in a formal evaluation of the board and of the individual directors,
on an annual basis, is a potentially effective way to respond to the demand for greater board
accountability and effectiveness. For the company, evaluation provides an ongoing means

for directors to assess their individual and collective performance and effectiveness. In
addition to greater board accountability, evaluation of Board members helps in:

a) More effective board processes.

b) Better collaboration and communication.

c) Greater clarity with regard to members roles and responsibilities.

The evaluation process covers the following aspects:

• Self-evaluation of directors.

• Evaluation of the performance and effectiveness of the board.

• Evaluation of the performance and effectiveness of the committees.

• Feedback from the non-executive directors to the Chairperson.

• Feedback on management support to the board.

17. Risk management policy

The Risk Management Policy in place in the company enables the company to proactively take
care of the internal and external risks of the company and ensures smooth business operations.

The company’s risk management policy ensures that all its material risk exposures are properly
covered, all compliance risks are covered, and the company’s business growth and financial
stability are assured. The board of directors decide the policies and ensure their implementation
to ensure protection of company from any type of risks.

18. Statutory Auditors

M/s, Nataraja Iyer & Co. a firm of Chartered Accountants were appointed as the Statutory auditors
of the Company at the 29^th Annual General Meeting of members held on 30.09.2021 for a period
of four years commencing from financial year 2021-22 up to 2024-25. The Board vide their
meeting held on 11^th August 2025 has proposed to re-appoint M/s. Nataraja Iyer & Co. for a second
term of 5 (five) years from the conclusion of this 33^rd AGM until the conclusion of 38^th AGM of the
Company to be held in the year 2030 subject to approval of the members.

19. Board’s comment on the Auditors’ Report

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory.

20. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, Sri. Kashinath Sahu, practicing
Company Secretary has been appointed as Secretarial Auditor of the company for the financial
year under review.

Secretarial Audit Report issued by Sri. Kashinath Sahu, practicing Company Secretary is attached
as Annexure I to this report and the same is self-explanatory as the report is clean.

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations the Board
at its meeting held on 11^th August, 2025 subject to approval of members at the 33^rd Annual General
Meeting of the Company and based on the recommendation of the Audit Committee, approved
the appointment of M/s. Kashinath Sahu & Co. practicing Company Secretaries, having Firm
Registration No. - 4807 and Peer review No. 2957/2023, as the Secretarial Auditor of the Company
for a term of 5 (five) consecutive years commencing from the conclusion of 33^rd AGM up to the
conclusion of 38^th AGM to be held in the year 2030 to conduct audit of the secretarial records.

21. Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 do not apply to the company. Hence,
the company has not appointed Cost Auditors for financial year 2024-25.

22. Reporting of frauds by auditors

During the year under review, neither the Statutory auditors nor the Secretarial auditor has
reported to the Audit committee, under Section 143 (12) of the Companies Act, 2013, any instance
of fraud committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Directors Report.

23. Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism
to report genuine concerns has been established. The mechanism provides for adequate
safeguards.

24. Prevention of Insider Trading

The company has adopted a code of conduct for prevention of insider trading with a view to
regulate trading in securities by the directors and designated employees of the company. The
code requires pre-clearance for dealing in the company’s shares and prohibits the purchase or
sale of company shares by the directors and the designated employees while in possession of
unpublished price sensitive information in relation to the company and during the period when
the trading window is closed. The Company Secretary is responsible for implementation of the
code along with the management of the Company.

Members of the board have confirmed compliance with the code.

25. Internal Financial Controls

Internal Financial Controls are an integral part of the Risk Management framework and processes
that address financial as well as financial reporting provisions of the Act and the Listing
Regulations.

The company has adequate Internal Financial Controls consistent with the nature of business and
size of the operations, to effectively provide for safety of its assets, reliability of financial
transactions with adequate checks and balances, adherence to applicable statues, accounting
policies, approval procedures and to ensure optimum use of available resources. These systems
are reviewed and improved on a regular basis. It has a comprehensive budgetary control system
to monitor revenue and expenditure against approved budget on an ongoing basis. However,
Company has not carried out any business operation during the year.

26. Annual Return

The Annual Return of the Company as on 31^st March 2024 is available on the company’s website
and can be accessed at www.meilmedak.in.

27. Secretarial standards

The company complies with all applicable secretarial standards.

28. Particulars of loans, guarantees or investments under section 186

There were no transactions carried out during the year under section 186 with respect to loans,
guarantees and investments.

29. Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/Courts which would impact the
going concern status of the company and its future operations.

30. Particulars of contracts or arrangements with related parties

No contracts or arrangements have been entered into by the company with related parties as
referred to in sub-section (1) of section 188 of the Companies Act, 2013 except payment of
remuneration to CFO - Sri. Anil Agarwal and Whole-time director - Sri. Rishabh Agarwal which
were done in routine course at arm’s length.

31. Subsidiary & associates/joint ventures

Company does not have any subsidiary/ associate company and joint ventures.

32. Corporate Governance Report and Management Discussion & Analysis

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions
relating to corporate governance are not applicable to your company and therefore there is no
separate report on corporate governance.

However, in pursuance of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, a certificate from Sri. Kashinath Sahu, practicing Company Secretary, in
compliance with (i) of Point (10) of Para C of Schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as
Annexure-III and forms part of this Report.

Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, forms part of this report and same
is attached as Annexure II.

33. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
And Redressal) Act, 2013

At present the company has no women employees other than a KMP.

34. Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

a) Conservation of energy: No energy conservation was considered applicable during the year.
(b) Technology absorption: Not Applicable.

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange
outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: NIL
Foreign Exchange Outflows: NIL

35. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social
Responsibility are not applicable to the company for the time being.

36. Deposits

The company has neither accepted nor renewed any deposits during the year under review. As
such no amount of principal or interest was outstanding on the date of the Balance Sheet.

37. Transfer of Amounts to Investor Education and Protection Fund

Your company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

38. Listing with stock exchanges

The shares of the company are listed on The Bombay Stock Exchange. All dues to the exchange
have been paid in full.

39. The details of application made or any proceeding pending under the insolvency and
bankruptcy code, 2016

During the period under review, there was no application made nor any proceeding initiated or
pending under the Insolvency and Bankruptcy code, 2016.

40. 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

During the period under review, there was no one time settlement with any bank nor are there
any outstanding loans.

41. General

Your Directors state that no disclosure or reporting is required in respect of the following matters
as there were no transactions on these matters during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the company under any
scheme save and except Employees’ Stock Options Schemes referred to in this report.

• There has been no change in the nature of business of the company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of onetime settlement with any bank or financial institution.

42. Acknowledgements

Your directors wish to place on record their appreciation of the contribution made by the
stakeholders, of the company and for their continued support.

Date: 11.08.2025 By the order of the Board of Directors

Place: Medak for Manor Estates and Industries Limited

Sd/- Sd/-

Anil Agarwal Rishabh Agarwal

Director Whole-time Director

DIN: 00040449 DIN: 06963740