MPDL Ltd

MPDL Ltd Directors Report

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Oct 17, 2025|12:00:00 AM

MPDL Ltd Share Price directors Report

To The Members,

Your Directors are pleased to present the 23^rd (Twenty Third) Annual Report on the business and operations of MPDL Limited ("the Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY

A summary of the Companys Financial Results for the Financial Year ended March 31, 2025 is as under:

Particulars	(Rs. in lakhs)
	Standalone		Consolidated
	F.Y 20242025	F.Y 20232024	F.Y 20242025	F.Y 20232024
Gross Revenue	676.98	3109.13	676.98	3464.57
Profit before tax (after Exceptional Item)	(391.59)	2188.02	(512.67)	1897.35
Tax Expenses (Including Deferred Tax)	(96.05)	43.52	(96.05)	43.52
Minority Interest and Share in Profit of Associates	-	-	-	-
Profit after Tax	(295.54)	2144.51	(416.62)	1853.83

2. STATE OF AFFAIRS OF THE COMPANY/BUSINESS PERFORMANCE

The Project titled M1 Tower at Faridabad is complete in all respect and has been launched for sale/lease. The Tower is attracting fair amount of interest from end users because of location advantage. However, there has been some delay in obtaining approval from department of Fire and consequent occupancy certificate which is expected shortly. We hope the available area in the tower would be sold out in the current Financial Year and calendar year 2026.

Standalone Financials

During the year under review, your company?s standalone gross revenue was Rs. 676.98 Lakhs as compared to Rs. 3109.13 Lakhs in the previous financial year. Further, for the Financial Year ended March 31, 2025, the Company has incurred a Profit/(Loss) Before Tax (PBT) of Rs. (391.59) Lakhs as compared to profit of Rs. 2188.02 Lakhs in the previous financial year and incurred Profit/(Loss) After Tax (PAT) of Rs. (295.54) Lakhs as compared to profit of Rs. 2144.51 Lakhs in the previous financial year.

Consolidated Financials

During the year under review, your company?s consolidated gross revenue was Rs. 676.98 Lakhs as compared to Rs. 3464.57 Lakhs in the previous financial year. Further, for the Financial Year ended March 31, 2025, consolidated Profit/(Loss) Before Tax (PBT) of Rs. (512.67) Lakhs as compared to profit of Rs. 1897.35 Lakhs in the previous financial year and consolidated Profit/(Loss) After Tax (PAT) of Rs. (416.62) Lakhs as compared to Profit of Rs. 1853.83 Lakhs in the previous financial year.

3. CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review, there was no change in the nature of business of the Company.

4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

No material changes and commitments, materially affecting the financial position of the Company or having any material impact on the operations of the company have occurred between the end of the financial year under review and date of this report.

5. DIVIDEND AND RESERVES

In view of the Company?s financial performance during the year and considering future business prospects, the Board of Directors has not recommended any dividend for the financial year 202425.

Further, no amount has been transferred to the general reserves during the year under review.

6. PUBLIC DEPOSITS

During FY 2025, the Company has not accepted any deposits from the public in terms of the provisions of Section 73 of the Act. Further, no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs. 22,50,00,000 (Rupees Twenty Two Crores Fifty Lakhs only) divided into :

• 75,00,000 (Seventy Five Lakhs) Equity Shares of Rs.10/-(Rupees Ten Only) each, and

• 15,00,000 (Fifteen Lakhs) Preference Shares of Rs. 100/-(Rupees Hundred Only) each.

The Issued, Subscribed, and Paid-up Share Capital of the Company as on the said date was Rs. 7,41,25,240/- (Rupees Seven Crores Forty-One Lakhs Twenty-Five Thousand Two Hundred and Forty only), comprising 74,12,524 (Seventy-Four Lakhs Twelve Thousand Five Hundred and Twenty-Four) equity shares of Rs. 10/- each.

During the year, the Company did not issue any shares with differential voting rights, sweat equity shares or convertible securities.

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31, 2025, the Company has no subsidiary and Joint Venture Company. Further, the Company has one Associate Companies:

1. Cambridge Construction (Delhi) Private Limited

As on March 31, 2025, MPDL Limited holds 48.98% of the equity share capital of Cambridge Construction (Delhi) Private Limited.

In compliance with the requirements of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Associate Company in the prescribed Form AOC-1 forms part of this Report and is annexed as Annexure - 1.

Further, no company became or ceased to be the subsidiary, associate and joint venture of the Company during FY 2025.

HIGHLIGHT OF PERFORMANCE OF ASSOCIATE COMPANY & CONTRIBUTION TO OVERALL PERFORMANCE

During the year under review, the Associate Company, Cambridge Construction (Delhi) Private Limited, did not record any operational turnover. However, it earned an income of Rs. 107.72 Lakhs from other sources and reported a net loss of Rs. 82.26 Lakhs for the financial year ended March 31, 2025.

Accordingly, the Associate Company?s performance during the year resulted in a share of loss of Rs. 121.08 Lakhs, which has been reflected in the Consolidated Financial Statements of the Company. While this had a negative impact on the overall consolidated performance, the Company continues to closely monitor the operations of the Associate with a view to improving future performance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Directors

MPDL Limited has an appropriate mix of directors on its Board. As on March 31, 2025, the Board consisted of one (1) Executive Director, one (1) Non - Executive Non Independent Director and three (3) Non-Executive Independent Directors including two (2) Women Independent Directors.

Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas, the complete list of which has been provided in the Corporate Governance Report forming part of this Report.

During FY 2025, there were following changes in the Board composition:

• Based on recommendation of Nomination and Remuneration Committee, Ms. Kanishka Singhal was appointed as an Independent Director of the Company for a term of five (5) consecutive years with effect from August 13, 2024.

Ms. Kanishka Singhal has stepped down from the board of the Company w.e.f. October 21, 2024 due to her resignation. The Board places on record its sincere appreciation for the valuable contribution made by her during her tenure.

• Based on recommendation of Nomination and Remuneration Committee, Ms. Shweta Bansal was appointed as an Independent Director of the Company with effect from February 13, 2025, for a term of five (5) consecutive years. Her appointment was also approved by the Members of the Company through a special resolution passed by postal ballot on April 12, 2025 (deemed to be passed on April 11, 2025 being the last date of receipt of postal ballot e-voting).

Directors of MPDL Limited as on March 31, 2025:

S.No. Name of Director	Designation
1 Mr. Rajesh Paliwal	Chairperson and Non-Executive Non Independent Director
2 Mr. Santosh Kumar Jha	Whole Time Director
3 Ms. Babika Goel	Independent Director
4. Mr. Sagar Tanwar	Independent Director
5. Ms. Shweta Bansal	Independent Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company?s Articles of Association, Mr. Rajesh Paliwal (DIN: 03098155), Director of the Company liable to retires by rotation at the forthcoming 23^rd Annual General Meeting and, being eligible, offers himself for re-appointment The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing 23^rd Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the following persons were designated as the Key Managerial Personnel (KMP) of the Company as on March 31, 2025:

S.No. Name of Key Managerial Personnel	Designation
1 Mr. Santosh Kumar Jha	Whole Time Director
2 Mr. Satyajit Pradhan	Chief Financial Officer
3 Ms. Bhumika Chadha	Company Secretary and Compliance officer

There were no changes in the KMP of the Company during the Financial Year 2025.

9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from the Independent Directors of the Company under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). Further, they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board including those appointed during the Financial Year.

10. APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment/re-appointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity of the appointee. The Committee also assesses the independence of directors at the time of their appointment/re-appointment as per the criteria prescribed under the provisions of the Act, the rules made thereunder and the SEBI LODR Regulations.

The Company has the Remuneration Policies in place for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel, Senior Managerial Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations.

The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link https://www.mpdl.co.in/codes-policies-others/ .

11. ANNUAL BOARD EVALUATION

In terms of provisions of the Act and Regulation 17(10) read with Regulation 25(4) of SEBI Listing Regulations, the Board conducts an annual performance evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees through questionnaire designed with qualitative parameters and feedback based on ratings and open comments.

The Board has adopted Board Evaluation Policy ("Policy") for carrying out the evaluation of Board as whole, the Board Committees and individual Directors including Independent Directors. The Policy covers the performance evaluation criteria of all the directors including independent directors. The criteria covered to conduct the evaluation process includes contribution to and monitoring of corporate governance practices, knowledge & update of relevant areas, participation in the long term strategic planning and fulfillment of Directors? obligations and fiduciary responsibilities, including but not limited to, active/effective participation at the Board and Committee meetings, representation of shareholders? interest and enhancing shareholders value etc.

Pursuant to the Policy, Board has carried out the annual performance evaluation of the Board as whole, all the Board Committees and individual Directors for the FY 2024-25 in May 2025 as per the parameters prescribed in the evaluation forms provided in the Policy for evaluation of Board as whole, the Board Committees and individual Directors which include various aspects of Board?s functioning.

Further, Independent Directors have also carried out the performance evaluation of Board as a whole, Non-Independent Directors and Chairperson of the Company in their meetings held on May 29, 2025 for the FY 2024-25.

The Board of Directors expressed their satisfaction with the Policy and Annual Performance Evaluation process and evaluation results.

12. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the financial year ended March 31, 2025, five (5) meetings of the Board of Directors were convened and held. The details regarding the number of Board meetings held during the financial year 2024-25, including the dates and attendance, form part of the Corporate Governance Report.

The Company has complied with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") and the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

In accordance with statutory and regulatory requirements, the Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders? Relationship Committee

4. Executive Committee

5. Finance Committee

The composition, terms of reference, number of meetings held, and attendance details of the above Committees are disclosed in the Corporate Governance Report, which forms an integral part of this Annual Report.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm?s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company. During the FY 2025 no material related party transactions were entered by the Company.

Since all the transactions with related parties during the year were on arm?s length basis and in the ordinary course of business, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY 2025.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

14. AUDITORS

i) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s O P Bagla & Co. LLP, Chartered Accountants (Firm Regn. No.000018N/N500091) were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 28, 2022. They shall hold such office from the conclusion of 20th Annual General Meeting till the conclusion of 25 ^th Annual General Meeting.

The Company has received a certificate from M/s O P Bagla & Co. LLP confirming that they meet the eligibility criteria prescribed under Section 141 of the Companies Act, 2013.

The Auditor?s Report on the financial statements of the Company for the financial year ended March 31, 2025, forms part of this Annual Report. The report does not contain any qualification, reservation, or adverse remark, and therefore, no explanation by the Board is required in this regard.

ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay Grover & Associates (Firm registration No P2001DE052900), Practicing Company Secretaries as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for Financial Year 2024-25.

The Secretarial Audit Report in Form MR-3 for the Financial Year 2024-25 is annexed to this report as Annexure -3. The Report does not contain any qualification, reservation, or adverse remark, accordingly, no explanation by the Board is required.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on August 13, 2025, based on the recommendation of the Audit Committee and subject to approval of the Members at the 23^rd AGM, approved the appointment of M/s Sanjay Grover & Associates, Practicing Company Secretaries

(Firm Registration No. P2001DE052900) as the Secretarial Auditor of your Company for the term of five (5) consecutive financial years from financial year 2025-26 and till financial year 2029-30.

iii) Internal Auditor

Pursuant to the provisions of Section 138 of Companies Act, 2013, the Company had appointed M/s SilverEdge Management Services, LLP, Chartered Accountants (LLP Registration No.: ABZ-0853), as Internal Auditors of the Company.

Further, the Board of Directors, at its meeting held on August 13, 2025 has re-appointed M/s SilverEdge Management Services LLP, Chartered Accountants (LLP Registration No.: ABZ: 0853) as Internal Auditor of the Company for the FY 2025-2026.

15. DIRECTORS RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134(3)(c), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors assures and confirm as under:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors 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 the end of the Financial Year 2024-25 and of the profit and loss of the Company for that period.

c. The Directors have taken proper and sufficient care for the 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;

d. The annual accounts for the financial year ended March 31, 2025 have been prepared on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and such internal Financial control are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

16. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company?s internal control system is commensurate with its size, scale and complexities of its operations. The internal audit was conducted by M/s, SilverEdge Management Services, LLP, Chartered Accountants (LLP Registration No.: ABZ-0853) for the FY 2024-25.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System(MIS?) which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, CSR provisions were applicable to the Company for the Financial Year 2024-25.

However, based on the average net profits of proceeding three financial years computed in accordance with Section 198 of the Act, no CSR expenditure was required to be made during the year under review.

Further, as the amount required to be spent did not exceed ^50 lakh, the Company was not required to constitute a CSR Committee and the functions of the Committee were discharged by the Board of Directors of the Company in compliance with Section 135(9) of the Act.

The CSR Policy of the Company is available on the Company?s website at https://www.mpdl.co.in/wp-content/uploads/2025/08/MPDL-CSR-Policy.pdf .

The Annual Report on CSR activities in the prescribed format is annexed as Annexure - 4 to this Report.

18. LISTING OF SHARES

The Company?s Equity Shares are presently listed at BSE Ltd, Mumbai. The Annual Listing Fees for the Financial Year 2025-26 has been paid to BSE Limited.

Further, the details in relation to listing of shares are given in the Corporate Governance Report attached with the Board Report.

19. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") is presented in a separate section as Annexure - 5 and forms an integral part of this Report.

20. RISK MANAGEMENT FRAMEWORK

Your Company?s Risk Management framework is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. The framework also defines the risk management approach across the enterprise at various levels. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risk and future action plans.

The internal audit team periodically visits the divisions and carries out audit The findings are periodically reviewed by the Board and Audit Committee with emphasis on maintaining its effectiveness in dynamic business environment.

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

Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

The Company has been, among other fields, engaged in development & construction of real estate, mainly comprising residential, commercial & institutional buildings. It has always been the endeavour of the Company to look for ways and means to achieve energy conservation in every possible way. In line with the Company?s commitment to give its clients and customers quality products and services, it has been constantly seeking to adopt latest in technology which are relevant, and strive to integrate the same into the overall scheme of things, resulting in sustainable cost savings, energy conservation and more reliability.

B. Technology Absorption-

i. Efforts in brief made towards technology absorption :

As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers. It is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

(a) Technology Imported: NIL

(b) Year of Import: NIL

(d) If not fully absorbed, area where absorption has not taken place and reason thereof: NIL

iv. Expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings And Outgo - Not Applicable

22. OTHER STATUTORY DISCLOSURES

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its operations in future except to the extent mentioned in this Report.

DETAILS OF FRAUDS REPORTABLE BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors of the Company has disclosed any instance of fraud committed against the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Act.

STOCK OPTIONS SCHEME

The Company does not have any Scheme of Stock Option for its employees and directors etc.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company and is accessible at the web-link: https://www.mpdl.co.in/annual-return-fy-2024-25/ .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments made by the Company under the aforesaid provisions during the Financial Year 2024-25 have been provided in the Note to the Standalone Financial Statements for the Financial Year ended March 31, 2025.

COMPOSITION OF AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this Annual Report.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2018.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Details of the same are given in the Corporate Governance Report. The same has also been displayed on the website of the Company and the link for the same is https://www.mpdl.co.in/wp-content/uploads/2025/04/MPDL-Whistle-Blower- Policy.pdf

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower mechanism.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION- PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention of Sexual Harassment at the Workplace, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

An Internal Complaints Committee (ICC) has been constituted to consider and resolve complaints related to sexual harassment, as mandated by the said Act. The policy is applicable to all employees of the Company, including permanent, contractual, temporary, and trainees.

During the financial year under review, no complaint pertaining to sexual harassment was received by the Internal Complaints Committee.

MATERNITY BENEFIT COMPLIANCE STATEMENT

The Company confirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, including maternity leave as applicable, nursing breaks, medical bonus, creche facilities (where applicable), and protection against termination on account of maternity leave."

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-6 to this Report.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A certificate from the Practicing Company Secretary confirming compliance regarding Corporate Governance conditions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Company has obtained a certificate from the Practicing Company Secretary under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority. Corporate Governance Report is annexed as Annexure - 7.

SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

APPLICATION/PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no such proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 during the Financial Year ended March 31, 2025.

DIFFERENCE IN VALUATION

The Company has not made any one time settlement with the banks/financial institutions during the year under review.

23. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD

MPDL LIMITED

Sd/-	Sd/-
Rajesh Paliwal	Santosh Kumar Jha
Chairperson of the Company	Whole Time Director
DIN:03098155	DIN:10052694
Date: 13.08.2025
Place: Gurugram

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