To,

The Members

Mangal Electrical Industries Limited

(Formerly known as Mangal Electrical Industries Private Limited)

Your directors (the "Board of Directors/"Board”) are pleased to present the 18th 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”).

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

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

(Amount in ^ Lakhs, except per share data)

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

22

Quarter-wise Statement

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.

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.

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.

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.

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

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.

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:

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”.

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 .

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.

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.

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.

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”.

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.

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.

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.

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.

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;

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.

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

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

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.

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:

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.

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.

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.

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.

FOREIGN EXCHANGE EARNINGS & OUTGO :

The Foreign Exchange Earned in terms of actual inflows during the Financial Year 2025-26 : ^ 1087.58 lakhs

The Foreign Exchange Outgo in terms of actual outflows during the Financial Year 2025-26: ^ 7809.85 lakhs

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

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.

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:

(Amount in Rs. Lakh)

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.

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.

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.

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.

Pursuant to Regulation 17(5) of Listing Regulations, the Company has implemented a Code of Conduct for Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs). This code outlines the fundamental principles for ethical and transparent behaviour by the Directors, Key Managerial Personnel (KMPs) and SMPs of the Company to further promote fairness and orderliness within the organisation. All Directors and SMPs have affirmed their adherence to the code for the FY 2025-26 and a declaration by the Chairman & MD to this effect forms part of Report on Corporate Governance annexed with Board's Report. The Company's Code of Conduct for Directors, Key Managerial Personnel (KMPs) and SMPs can be accessed on the website of the Company at https://www.mangals.com.

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

• As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

• As per rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the Employees Stock Option Schemes;

• Since the Company has not formulated any scheme of provision of money for the purchase of own shares by employees or by the trustee for the benefit of the employees in terms of Section 67(3) of the Act, no disclosures are required to be made;

• There was no revision of financial statements and the Board's Report of the Company during financial year;

• There has been no change in the nature of business of the Company;

• There was no commission paid by the company to its Managing Director or Whole- Time Directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013;

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

• The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable for the financial year

• The Company is not covered under the mandatory requirement of Business Responsibility and Sustainability Reporting (BRSR) as prescribed under Regulation 34 of SEBI (LODR) Regulations, 2015

• During the year under review, the Company has not failed to implement any corporate action.

The Board of Directors would like to place on record their sincere appreciation to all stakeholders for their unwavering support throughout the year. The continued trust and confidence of our valued customers, vendors, dealers, suppliers, investors, business associates, bankers, and Government Authorities have been instrumental in driving our success.

The Directors also extend heartfelt gratitude to all employees across levels for their dedication, hard work, and unwavering commitment. Their solidarity, cooperation, and support have been key in achieving the Company's objectives and sustaining growth.