MPDL Ltd

To The Members,

Your Directors are pleased to present the 22^nd (Twenty Second) 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, 2024.

1. FINANCIAL SUMMARY

A summary of the Company?s Financial Results for the Financial Year ended March 31, 2024 is as under:

2. OPERATIONAL PERFORMANCE

The Company is developing a Commercial Tower under the name "MI Tower" in Faridabad, Haryana. The Company has completed the project and last finishing work in the building is in progress. Due to Covid-19 and Air Pollution Control restriction norms by the Govt. there was delay in the project as construction work was stopped for 4 Months in every year since October 2017. The expression of interest for the project for selling and tenancy from prospective customers are initiated through various authorized dealers. With increase in demand, it is expected that the business activity of your Company shall gain momentum with new projects in future.

In year 2023, the Company has received the approval from Director Town and Country Planning for increase in the saleable area from 124476 sq. ft. to 208609 sq. ft.

Standalone Financials

During the year under review, your company?s gross revenue was Rs. 3109.13 Lakhs as compared to Rs. 476.73 Lakhs in the previous financial year. Further, for the Financial Year ended 31^st March 2024, the profit/ (loss) before tax (PBT) stand increased to Rs. 2188.02 Lakhs as compared to Rs. 251.94 Lakhs in the previous financial year and profit/ (loss) after tax (PAT) stands increased at Rs. Rs. 2144.51 Lakhs as against profit of Rs. 349.46 Lakhs in the previous financial year.

Consolidated Financials

During the year under review, your company?s consolidated gross revenue was Rs. 3464.57 Lakhs as compared to Rs. 1568.11 Lakhs in the previous financial year. Further, for the Financial Year ended 31^st March 2024, consolidated profit/ (loss) before tax (PBT) stand increased to Rs. 1897.35 Lakhs as compared to Rs. (239.99) Lakhs in the previous financial year and consolidated profit/ (loss) after tax (PAT) stands increased at Rs. 1853.83 Lakhs as against profit of Rs. (384.64) 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

Keeping in view of the financial performance & future prospective the board of directors of the Company have not recommended any dividend and have not transferred any amount to reserve for the Financial Year 2023-24.

6. PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from the public falling within the purview of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule 2014.

There is no unclaimed or unpaid deposit lying with the Company.

7. SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2024 was Rs. 22,50,00,000 (Rupees Twenty Two Crores Fifty Lakhs only) divided into 75,00,000 (Seventy Five Lakhs Only) Equity Shares of Rs.10/-(Rupees Ten Only) each and 15,00,000 (Fifteen Lakhs Only) Preference Shares of Rs. 100/-(Rupees Hundred Only) each.

Further, the Company?s Issued, Subscribed and Paid-up share capital was Rs. 7,41,25,240/- (Rupees Seven Crores Forty One Lakhs Twenty Five Thousand Two Hundred and Forty Only), divided into 74,12,524 (Seventy Four Lakhs Twelve Thousand Five Hundred and Twenty Four) equity shares of Rs. 10/- (Rupees Ten Only) each. For further information, please refer Note No. 13 to the Standalone Financial Statements of the Company for the FY 2023-24.

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

8. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year, the Company has sold the 50.97% equity shares of Cambridge Construction (Delhi) Private Limited & consequently, it ceased to be Material Subsidiary w.e.f. September 26, 2023. Cambridge Construction (Delhi) Private Limited has become Associate of MPDL Limited. The Company is holding 48.98% of equity Share Capital of Cambridge Construction (Delhi) Private Limited as on date.

Pursuant to 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 joint venture/associate companies of the Company in Form AOC-1 as required under Rule 5 of the Companies (Accounts) Rules, 2014 forms an integral part of this report as Annexure - 1.

Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company?s Articles of Association, Mr. Santosh Kumar Jha (DIN: 10052694), Director of the Company liable to retires by rotation at the forthcoming 22^nd 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 22^nd Annual General Meeting.

During the year, Mr. Sanjeev Mittal, Independent Director of the Company resigned from the post of Independent Director w.e.f. December 13, 2023 and Mr. Sagar Tanwar was appointed as Independent Director w.e.f. January 22, 2024 for a term of 5 consecutive years.

Furthermore, Ms. Kanishka Singhal was appointed as an Additional Director in the capacity of Women Independent Director w.e.f. August 13, 2024 on the Board of the Company.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under the Secretarial Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel

During the year under review, pursuant to the provisions of Section 2(51) & 203 of the Companies Act, 2013 Ms. Rinkal (M. No. A55732), resigned from the post of Company Secretary and Compliance Officer w.e.f. June 30, 2023 and in her place, Ms. Bhumika Chadha (M. No. A46115) was appointed as Company Secretary and Compliance Officer of the Company w.e.f. July 17, 2023.

As on March 31, 2024, following are the Key Managerial Personnel of the Company:

1. Mr. Santosh Kumar Jha, Whole Time Director

2. Mr. Satyajit Pradhan, Chief Financial officer

3. Ms. Bhumika Chadha, Company Secretary and Compliance officer.

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") and there has been no change in the circumstances which may affect their status as Independent Directors. 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.

Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties.

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 2023-24 in May 2024 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 30, 2024 for the FY 2023-24.

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 31^st March, 2024, 7 (Seven) Board Meetings were convened and held, the details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report. The Company has complied with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Further, in compliance with the statutory requirements, the Board has constituted following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders? Relationship Committee;

4. Executive Committee

5. Finance Committee

The details of the Committees along with their composition, number of meetings, terms of reference and attendance of members at the meetings are provided in the Corporate Governance Report which forms 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.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link

https://www.mpdl.co.in/codes-policies-others/.

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 and the details of material related party transaction entered by the Company during the year as per Related Party Transactions Policy, are provided in Form AOC-2 (annexed as Annexure - 2) prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

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

The Company has received certificate to the effect that M/s O P Bagla & Co. LLP satisfy the criteria provided under Section 141 of the Companies Act, 2013.

The Report given by the Auditor on financial statements of the Company forms part of the Annual Report. There is no qualification in the Auditors Report on financial statements for the financial year ended March 31, 2024 and hence, no explanation is required thereon.

ii) Secretarial Auditor

Pursuant to 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, New Delhi, as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for

Financial Year 2023-24. The Report of Secretarial Auditor (Form MR-3) for the Financial Year2023- 24 is annexed to the report as Annexure -3.

Report of the Secretarial Auditor is without any qualification and hence, no explanation is required thereon.

However, the Board of Director in its Board Meeting held on 13th August, 2024 has re-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.

iii) Internal Auditor

Pursuant to 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 in place of VGG and Co, Chartered Accountants in its Board Meeting held on January 22, 2024 for or three quarters (i.e. October-December 2023 quarter, January-March 2024 quarter and April -June 2024 quarter).

However, the Board of Directors in their meeting held on 13^th day of August, 2024 has appointed M/s SilverEdge Management Services LLP, Chartered Accountants (LLP Registration No.: ABZ: 0853) as Internal Auditor of the Company for the F.Y. 2024-2025.

15. DIRECTOR'S 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^st, 2024, 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^st, 2024 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 F.Y. 2023-24. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

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 Section 135 of the Companies Act, 2013 and Rules made there under every Company having net worth of rupees 500 Crore or more, or turnover of rupees 1000 Crore or more or a net profit of rupees 5 Crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee and as per sub-section 5 of section 135 of the Act provides that "the Board of every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy".

The board of directors in their meeting held on August 13, 2024 has adopted CSR policy and constituted the CSR Committee to review the applicability of CSR and to determine the amount required to be spent on CSR.

18. LISTING OF SHARES

The Company?s Equity Shares are presently listed at BSE Ltd, Mumbai. The Annual Listing Fees for the Financial Year 2024-25 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

Management?s 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 - 4 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

(c) Whether the technology has fully been absorbed: 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, 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-2023-24.

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 2023-24 have been provided in the Note No. 4 and 5 to the Standalone Financial Statements for the Financial Year ended March 31, 2024.

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/codes-policies-others/.

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 in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder. An Internal Complaints Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review.

Particulars of employees

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

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 - 6.

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.

Details of application/proceedina 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, 2024.

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.