Mega Nirman & Industries Ltd

To the Members,

Mega Nirman & Industries Limited

Your Directors have pleasure in presenting the 41^st Annual Report together with audited financial statements & accounts for the financial year ended March 31, 2024.

(Amount in Lakhs)

The Financial Statement, in accordance with the Companies Act, 2013 ("the Act"), Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and applicable Accounting Standards forms part of this Report.

The Company is involved in the business of acquiring, dealing in other precious metals, precious stones, jewellery and buying, selling and dealing, wholesale and retailing, in precious metals, precious stones, jewellery and articles made of precious metals, precious stones articles of virtue and objects of art.

During the year under review, the Company has not earned much profit and hence your Director proposes to plough back the profits in the business of the Company and create reserve for the Company. Accordingly, the Board of Directors has not recommended any dividend for the financial year 2023-24.

Authorised Share Capital:

The authorized share capital of the Company as at March 31, 2024 was Rs. 28, 25, 00,000/- Paid-up Share Capital:

The paid-up share capital as at March 31, 2024 stands at Rs. 3,34,75,000/- comprising of 33,47,500 equity shares of Rs. 10/- each fully paid up.

During the year, the Company has issued and allotted 2,30,00,000 warrants, each convertible into one equity share of Rs 10 each, on Preferential allotment basis at an issue price of Rs 15 per warrant (Including Premium), to the certain identified non-promoter persons/entity and other public category upon receipt of 25% of the issue price (i.e. Rs. 3.75 per warrant) as warrant subscription money. Balance 75% of the issue price (i.e. Rs 11.25 per warrant) shall be payable within 18 months from the date of allotment i.e. August 07, 2025 at the time of exercising the option to apply for fully paid-up equity share of Re 10 each of the Company, against each warrant held by the warrant holder. The respective allottees have not yet exercised their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards such remaining warrants is yet to be received.

In compliance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder, the following are the Directors of the Company designated as follows:

Key Managerial Personnel

In compliance with the provisions of Section 203 of the Companies Act, 2013 and rules made there under, the following are the Key Managerial Personnel's of the Company designated:

All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149 of the Act and Regulation 16(1)(b)of the Listing Regulations(including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

A tentative calendar of Meeting is prepared and circulated well in advance to the Directors. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

During the year ended March 31, 2024, the Board met 6 times, Audit Committee met 4 times and Nomination & Remuneration Committee met 1 time. The details of Board/committee meetings and the attendance of Directors are provided in the Corporate Governance Report, which forms a part of this Report.

Further, all the recommendations of Audit Committee were accepted by the Board of Directors.

During the Financial Year 2023-24 one meeting of the Independent Directors was held on 25.03.2024 to discuss the evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole, evaluation of the performance of the Chairman of the Company taking into account the views of the executive and non-executive Directors and evaluation of the quality, content and timeliness of the flow of information between the management and Board which is necessary for the Board to perform its duties.

The Company has formulated a remuneration policy which provides the manner of selection of Board of Directors, KMP and their remuneration. In case of appointment of independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its performance and duties effectively.

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under, Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the financial year 2023-24. A statement on annual evaluation by the Board of its performance and performance of its Committees as well as Individual Directors forms part of the Corporate Governance Report.

• Statutory Auditors:

M/s. ANSK& Associates, Chartered Accountants, (Firm Registration No. 026177N) were appointed as statutory auditors of the company at the Annual General Meeting (AGM) held on 20/08/2022 for a term of Five years i.e. from conclusion of 39^th AGM till the conclusion of 44^th AGM of the company to be held in year 2027, pursuant to Section 139 of the Companies Act, 2013. The requirement for the annual ratification of the auditor's appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

The Auditors' Report for the financial year ended 31^st March, 2024 on the financial statements of the Company forms a part of this Annual Report. There is disclaimer of opinion in the Auditors' Reports. The Board takes note of the same and try to comply it.

• Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on 29/05/2024 had appointed M/s Apoorv & Associates (COP No. 21063), to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does contain qualification, The Board take note of the same and try to comply it. The views of management on that is mentioned in this Board Report. The Secretarial Audit Report is annexed as Annexure-1 to this report.

Details in respect of frauds reported by auditors under section 143(12):

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013.

The Company has a well-defined process to ensure risks are identified and steps to treat them are put in place at the right level in the management. The operating managers are responsible for identifying and putting in place mitigation plan for operational and process risks. Key strategic and business risks are identified and managed by the senior leadership team in the organization.

The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and has established a framework for mitigating controls and reporting mechanism of such risks.

Some of the risks that the Company is exposed to are:

(i) Financial Risk

(ii) Regulatory Risks

(iii) Human Resources Risks

(iv) Strategic Risks.

Further, The Company is not mandatorily required to constitute Risk Management Committee, but our Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures.

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company is committed to nurturing, enhancing and retaining talent through superior Learning & Organizational Development.

The Company believes that our people are our biggest assets and hence we invest in productive training programs for them. The Company encourages people to explore opportunities in harmony with their natural talent and nurture them to grow.

The Company embeds a sense of inclusion and equality in our people. This means fostering a conducive work environment that enhances professional and personal growth. Our strong team culture of mutual trust, oneness, learning, care and concern is a key inspiration to meet tomorrow's challenges.

The Company has also adopted a Policy on Prevention of Sexual Harassment at workplace for the financial year 2023-24. Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Provisions of Section 135 of the Companies Act, 2013 are not applicable on the Company, hence no particulars are required to be furnished in this report.

In its endeavour to improve investor services, your Company has taken the following initiatives:

• An Investor Section on the website of the Company www.mnil.in has been created.

• There is a dedicated e-mail id secretarial.mnil@gmail.com for sending communications to the Company Secretary.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report.

A certificate from the Practising Company Secretary confirming compliance of conditions of Corporate Governance as stipulated in Part E of the Schedule V of the Listing Regulations is annexed to the Corporate Governance Report as "Annexure I".

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is presented in a separate Section forming part of this Annual Report.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

In compliance of Section 134(5) of the Act, your Directors, based on the representation received from the management, confirm that:

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

• 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 fair view of the state of affairs of the company as on March 31, 2024 and of the profits of the company for the year ended March 31, 2024;

• the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis;

• 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; and

• 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.

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Banks, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength.

For and on behalf of the Board

DIN: 10187896

DIN: 08545336