M & B Engineering Ltd

Dear Shareholders,

The Directors present the 43rd ANNUAL REPORT together with the Audited Financial Statements for the Financial Year 2024-25 ended 31st March, 2025.

1. FINANCIAL PERFORMANCE

(Rs. in lakh)

2. MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

3. DIVIDEND & DIVIDEND DISTRIBUTION POLICY

With an intention to strengthen the financial resources of the Company, Directors has not recommended any dividend on the Equity Shares for the year under review.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Company's website at.

4. REVIEW OF OPERATIONS / COMPANY AFFAIRS

The turnover of the Company stood at Rs. 90,915.69 lakh during the year 2024-25 under review against 78,721.36 lakh for the year 2023-24. During the year under review, Profit before Interest, Depreciation & Tax was Rs. 13,068.72 lakh as compared to profit of Rs. 9,469.59 lakh for the year 2023-24. The Profit after tax for the year under review stood at Rs. 7,400.74 lakh as compared to profit of Rs. 4,806.53 lakh for the year 2023-24.

Our Cheyyar Facility was commissioned on May 23, 2024, with an installed capacity of 31,800 MTPA.

5. FUTURE OUTLOOK

With the robust order bank and multiple plants in place, the Company is looking forward to a phenomenal growth in the coming years.

6. INITIAL PUBLIC OFFERING (IPO):

The Company has filed Draft Red Herring Prospectus dated 17th February, 2025 with the Securities and Exchange Board of India. The Company is in process of undertaking initial public offering of Equity Shares of the Company which shall consist of fresh issue of such number of equity shares of the Company as aggregates up to Rs. 275 Crores and an offer for sale of up to Rs. 375 Crores. The Equity Shares are proposed to be listed on the BSE Limited, the National Stock Exchange of India Limited and any other stock exchange as determined by the Board at its absolute discretion. The Fresh Issue and Offer for Sale has been authorised by our Board pursuant to its resolution dated January 18, 2025 and by our Shareholders pursuant to their resolution dated February 12, 2025.

7. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business during the period under review.

8. RESERVES

Your Company does not propose to transfer any amount to general reserve.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL

9.1 Mr. Chirag H. Patel has stepped down as the Chairman of the Company w.e.f. 14th July, 2025.

9.2 Mr. Hemant I. Modi has been appointed as the Chairman of the Company w.e.f. 14th July, 2025.

9.3 One of your Directors viz. Mr. Vipinbhai K. Patel (DIN: 00260734) retires by rotation in terms of the Articles of Association of the Company. However, being eligible, offers himself for reappointment. Furthermore, pursuant to the provisions of Regulation 17(1 A) of SEBI Listing Regulations, a resolution is being proposed to be passed at the 43rd AGM for his continuation as a Non-Executive Director.

9.4 Re-appointment of Mi'. Chirag H. Patel (DIN: 00260514) and Mr. Malav G. Patel (DIN: 00260602) as Joint Managing Directors and Mr. Girishbhai M. Patel (DIN: 00261624) as a Whole-time Director is being proposed vide respective Special Resolutions to be passed at the 43rd AGM.

9.5 Mr. Hemant I. Modi, Ms. Sonal V. Ambani, Mr. Subir Kumar Das and Mr. Udayan D. Choksi were appointed as Non-executive Independent Directors by the members of the Company at the Extraordinary General Meeting held on 2nd April, 2024

9.6 Ms. Birva C. Patel and Mr. Aditya V. Patel were appointed as Whole-time Directors by the members of the Company at the Extra-ordinary General Meeting held on 2nd April, 2024.

9.7 Mr. Birju M. Patel (DIN: 06803409) was re-appointed as a Non-executive Independent Director of the Company for a second term of consecutive 5 years at the 42nd Annual General Meeting held on 6th June, 2024.

9.8 The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of their independence laid down in Section 149(6) of the Act and Regulation 16(1 )(b) of SEBI Listing Regulations. In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (TICA') and they have furnished the declaration affirming their compliance to the Board with the provisions contained under sub rules 1 & 2 of Rule 6 of Companies (Appointment & Qualification of Directors) Rules.

In opinion of the Board, the Independent Directors fulfill the conditions of independence as specified in the Act and Rules made thereunder and the Listing Regulations. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of the Companies by the SEBI/ Ministry of Corporate Affairs or any other statutory authority. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. In the opinion of the Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

9.9 Brief profile of the Directors being appointed/ re-appointed as required under under Regulation 36(3) of Listing Regulations, 2015 and Secretarial Standard on General Meetings are provided in the Notice for the forthcoming 43rd AGM of the Company.

9.10 Formal Annual Evaluation: The Nomination and Remuneration Committee adopted a formal mechanism for evaluating the performance of the Board of Directors as well as that of its Committees and individual Directors, including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues etc.

9.11 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had 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 fail- view of the state of affairs of the Company at 31st March, 2025 being end of the financial year 2024-25 and of the profit of the Company for the year;

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

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9.12 MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, the Company held Eight (8) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 on 23rd May, 2024, 6th June, 2024, 5th September, 2024, 23rd September, 2024, 25th September, 2024, 18th January, 2025, 12th February, 2025 and 17th February, 2025.

The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings.

10. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

11. CHANGES IN CAPITAL STRUCTURE AUTHORISED SHARE CAPPITAL

During the year under review, the Authorised Share Capital of the Company was increased to Rs. 80.00 Crores by way of creation of 50,00,000 Preference of Rs. 10/- each.

As at 31st March, 2025, the Authorised Equity Share Capital of the Company stood at Rs. 80,00,00,000/- divided into 7,50,00,000 Equity Shares of Rs. 10/- each and 50,00,000 Preference Shares of Rs. 10/- each.

As at 31st March, 2025 the Paid-up Equity Share Capital of the Company stood at Rs. 50,00,00,000/- divided into 5,00,00,000 Equity Shares of Rs. 10/- each.

As on 31st March, 2025, the Company has not issued shares with differential voting rights, not granted any stock options, not issued any sweat equity shares and none of the Directors of the Company hold any convertible instruments.

ALLOTMENT OF SECURITIES

The Company has not made any allotment of shares/securities during the year under review.

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

EMPLOYEES STOCK OPTION PLAN

At the 42nd Annual General Meeting held on 6th June, 2024, the Company has obtained approval of members for ‘M&B Engineering Limited Employee Stock Option Plan 2024' to create, offer, and grant from time to time and in one or more tranches up to 7,50,000 employee stock options to the eligible employees of the Company and also passed a separate resolution enabling extending the benefits of the aforementioned Scheme to the eligible employees of the subsidiary company(ies). The Company with the approval of the shareholders at the ensuing Annual General Meeting, is planning to amend the ‘M&B Engineering Limited Employee Stock Option Plan 2024

The Company has not granted any Stock Options to the employees of the Company during the year under review and there are no outstanding stock options.

12. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION:

After obtaining the approval of the members at the 42nd AGM held on 6th June, 2024, a new set of Articles of Association was adopted as the Company is proposing to undertake an initial public offer of the equity share of the Company.

13. MANAGERIAL REMUNERATION:

(Rs. In lakh)

The Board of Directors has framed a Remuneration Policy that assures the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel and Senior Management to enhance the quality required to run the Company successfully. All the Board Members and Senior Management personnel have affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy is available on the Company's website: _www.mbel.in 14. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP

15. NET WORTH OF THE COMPANY:

The Net worth as on 31st March, 2025 is Rs. 313.43 Crores compared to Rs. 241.49 Crores on 31st March, 2024.

16. PERSONNEL AND H. R. D.:

INDUSTRIAL RELATIONS:

The industrial relations continued to remain cordial and peaceful and your Company continued to give ever increasing importance to training at all levels and other aspects of H. R. D. The number of Employees of the Company is 1631. The relationship between average increase in remuneration and Company's performance is as per the appropriate performance benchmarks and reflects short and long term performance objectives appropriate to the working of the Company and its goals.

PARTICULARS OF EMPLOYEES:

The information required under Rule 5(2) of Companies Appointment & Remuneration of Managerial personnel Rules, 2014 is set out below.

17. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT & SECURITIES PROVIDED

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Directors' Report.

All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any transactions with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) of Companies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorption forms part of this report and is given by way of Annexure-A.

19. SECRETARIAL AUDIT REPORT

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of the Companies Act, 2013 from M/s. Kashyap R. Mehta & Associates, Company Secretaries, Ahmedabad. The said Report is attached with this Report as Annexure - B.

20. EXTRACT OF ANNUAL RETURN

Pursuant to substitution made in Section 92(3) of the Companies Act, 2013 vide the Companies (Amendment) Act, 2017; the requirement of including an extract of the annual return in the Board's report has been omitted. The draft Annual Return as on 31st March, 2025 is available on the Company's website at

21. AUDIT COMMITTEE

The Company has complied with the requirements of Section 177 of the Companies Act, 2013 as regards composition of Audit Committee.

The Board of Directors, on 23rd May, 2024 had re-constituted Audit Committee consisting of the following:

The members of the committee had met on 6th June, 2024, 5th September, 2024, 23rd September, 2024, 25th September, 2024, 18th January, 2025, 12th February, 2025 and 17th February, 2025 during the year 2024-25.

Further the Board of Directors, in their meeting held on 14th July, 2025 have re-constituted Audit Committee w.e.f. 15th July, 2025 consisting of the following:

21.1 VIGIL MECHANISM:

The Board of Directors has laid down a policy on Vigil Mechanism for effective and smooth functioning of Company. All the Board Members and Senior Management personnel have affirmed compliance with the policy of Vigil Mechanism.

22. NOMINATION AND REMUNERATION COMMITTEE

The Company has complied with the requirements of Section 178 of the Companies Act, 2013 as regards composition of Nomination and Remuneration Committee.

The Board of Directors, on 23rd May, 2024 had reconstituted Remuneration Committee of Directors, consisting of the following:

Further, the Board of Directors, in their meeting held on 14"' July, 2025 reconstituted Remuneration Committee of Directors, consisting of the following:

The Committee identifies and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance and also practice in the industry. The terms of reference of the Nomination & Remuneration Committee include review and recommendation to the Board of Directors of the remuneration paid to the Directors. The Committee meets as and when required to consider remuneration of Directors. The policy on Remuneration of Directors, Key Managerial Personnel and Senior Employees can be accessed on website of the Company.

The committee met once during the Financial Year 2024-25 on 6th June, 2024.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has been constantly working towards promoting equality, including and empowering the under-represented and underserved communities. Your Company invests in the areas of education, inclusion and livelihood through non-profits and social enterprises. Your Company's constant endeavor has been to support initiatives in the chosen focus areas of CSR, including certain unique initiatives. Your Company has a duly constituted Corporate Social Responsibility Committee, which is responsible for fulfilling the CSR objectives of your Company. Some of the core areas identified by the Committee are Education, Health, Environment, women empowerment etc.

The Board of Directors has adopted a CSR policy which is in line with the provisions of the Act. The CSR Policy of your Company lays down the philosophy and approach of your Company towards its CSR commitment.

The Board of Directors, on 23rd May, 2024 re-constituted Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Companies Act, 2013 consisting of the following:

1. Mr. Malav G. Patel, Chairman,

2. Mr. Sonal V. Ambani, Member

3. Mr. Birva C. Patel, Member

The committee met once during the Financial Year 2024-25 on 5th September, 2024.

23.1 ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY

As per Rule 8(1) of Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on Corporate Social Activities has been attached herewith as Annexure - C.

24. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board of Directors, on 23rd May, 2024 has constituted a Stakeholders' Relationship Committee for the purpose of effective Redressal of the complaints and concerns of the shareholders and other stakeholders of the Company.

The Committee comprises the following Directors as members as on the date of the Report:

1. Mr. Vipin K Patel, Chairman

2. Mr. Subir Kumar Das, Member

3. Mr. Birju M. Patel, Member

4. Mr. Malav G. Patel, Member

The Company had not received any complaints during the year and thus, there is no complaint pending as on date.

There was no valid request for transfer of shares pending as on 31st March, 2025.

Ms. Palak D. Parekh, Company Secretary is the Compliance Officer for the above purpose.

25. RISK MANAGEMENT COMMITTEE

The Board of Directors, on 23rd May, 2024 had constituted a Risk Management Committee for the purpose of effective Risk Management framework of the Company.

The Committee comprises the following as on the date of the Report:

1. Mr. Chirag H. Patel, Chairman

2. Mr. Aditya V. Patel, Member

3. Mr. Sanjay S. Majmudar, Member

4. Mr. Pankaj Naresh, Member

Further, the Board of Directors, in their meeting held on 14th July, 2025 has constituted a Risk Management Committee for the purpose of effective Risk Management framework of the Company.

The Committee comprises the following as on the date of the Report:

1. Mr. Chirag H. Patel, Chairman

2. Mr. Aditya V. Patel, Member

3. Mr. Birju M Patel, Member

4. Mr. Pankaj Naresh, Member

26. GENERAL

26.1. AUDITORS STATUTORY AUDITORS

At the 42nd Annual General Meeting held on 6th June, 2024, M/s. Talati & Talati LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office for the period of 5 years i.e. for the financial years 2024-25 to 2028-29.

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

26.2. COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records every year.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. Prutha Shah & Co., Cost Accountants, Ahmedabad, (Firm Registration Number 102498) as Cost Auditor to audit the cost accounts of the Company for the financial year 2025-26. As required under the Companies Act, 2013, a resolution seeking Shareholders' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the 43rd Annual General Meeting for their ratification.

26.3. INSURANCE

The Company's properties including building, plant and machinery, stocks, stores etc. continue to be adequately insured against risks such as fire, riot, strike, civil commotion, malicious damages, machinery breakdown etc.

26.4. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

26.5. RISKS MANAGEMENT POLICY

The Company has a risk management policy, which from time to time, is reviewed by the Audit Committee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly by assessing the threats and opportunities that will impact the objectives set for the Company as a whole. The Policy is designed to provide the categorization of risk into threat and its cause, impact, treatment and control measures. As part of the Risk Management policy, the relevant parameters for protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines defined by the Company.

26.6. STATEMENT ON SUBSIDIARIES/ ASSOCIATES/ JVS

The Company does not have any Associate / JVs. The Company has two subsidiaries viz. Phenix Construction Technologies Inc. (USA) and Phenix Building Solutions Private limited. Further, a statement containing the salient feature of the financial statement of Subsidiaries under the first proviso to sub-section (3) of section 129 is appended as Annexure - D.

26.7. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior Management. All the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. Code of Conduct for Board Members and Senior Management is available on the website of the Company at

26.8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

26.9. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

26.10. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Details as mandated under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 are as under:

(a) number of complaints of sexual harassment received in the year NIL

(b) number of complaints disposed off during the year NIL

(c) number of cases pending for more than ninety days NIL

26.11.INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

26.12. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company.

26.13 DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of one time settlement with any Bank or Financial Institution.

26.14. DECLARATION FROM DIRECTORS FOR LOANS

With respect to the loans advanced by the Directors to the Company, the Company has received necessary declarations from Directors that the said loan is not given out of funds acquired by them by borrowing or accepting loans or deposits from others.

26.15 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

26.16 STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961.

26.17 No agreements have been entered / executed by the parties as mentioned under Clause 5A of paragraph A of Part A of Schedule III of SEBI Listing Regulations which, either directly or indirectly effect/ impact the Management or Control of the Company or impose any restriction or create any liability upon the Company.

27. FINANCE

The Company has tied up for Term Loan facility from Standard Chartered Bank, HDFC Bank Ltd and Kotak Mahindra Bank Ltd under multiple banking arrangements.

The Company is enjoying working capital facilities under consortium arrangement with ICICI Bank Ltd as a Leader and Bank of Baroda, Standard Chartered Bank, Axis Bank Ltd, HDFC Bank Ltd and Kotak Bank Ltd. as member Banks.

28. DEMATERIALISATION OF EQUITY SHARES

Shareholders have an option to dematerialise their shares with the depositories viz CDSL & NSDL. The ISIN No. allotted is INE08N601015.

29. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

30. ACKNOWLEDGMENT

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for their constant support and co-operation. Your Directors also place on record their grateful appreciation and cooperation received from Bankers, Financial Institutions, Government Agencies and employees of the Company.