Directors Report of Mega Nirman & Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 42^nd Annual Report together with audited financial statements
& accounts for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Income	7,82,503.18	23,971.12
Total Expenditure	7,75,418.64	77,346.77
Net Profit / (Loss) before Exceptional and Extraordinary items and Tax	7,084.54	(5,337.65)
Extraordinary items	—	—
Net Profit/(Loss) before Tax (PBT)	7,084.54	(5,337.65)
Provision for Income Tax-Current	1,557.96	--
Provision for Deferred Tax	232.80	37.75
Profit for the period	5,293.78	(53,413.40)

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.

2. STATE OF COMPANY’S AFFAIR & OPERATIONS

The Company is involved in the business of EV charging solutions, including AC and DC chargers for both
individual and commercial use.

3. DIVIDEND AND TRANSFER TO RESERVES

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 2024-25.

4. CAPITAL STRUCTURE / STOCK OPTION

Authorised Share Capital:

The authorized share capital of the Company as at March 31, 2024 was Rs. 50,00,00,000/-
Paid-up Share Capital:

The paid-up share capital as at March 31, 2025 stands at Rs. 3,34,75,000/- comprising 33,47,500 equity
shares of Rs. 10/- each fully paid up.

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 shares of Re 10 each of the Company, against each
warrant held by the warrant holder.

On 07.07.2025 Company allotted 72,77,776 Equity Shares having face value of Rs. 10/- each at an issue
price of Rs. 15/- each (including a premium of Rs. 5/- each), consequent upon the conversion of 72,77,776
Warrants issued at an Issue Price of Rs. 15/-each, to the following persons belonging to the “Non Promoter
Group”, on preferential basis, upon receipt of balance amount aggregating to Rs. 8,18,74,980/- (Rupees
Eight Crore Eighteen Lakhs and Seventy Four Thousand and Nine Hundred Eighty Only) at the rate of Rs.
11.25/- (Rupees Eleven and Twenty Five Paisa Only ) per warrant (being 75% of the issue price per warrant)
from the allottees pursuant to the exercise of their rights of conversion into equity shares in accordance with
the provisions of SEBI (ICDR) Regulations, 2018.

On 25.07.2025, Company allotted 79,66,667 Equity Shares having face value of Rs. 10/- each at an issue
price of Rs. 15/- each (including a premium of Rs. 5/- each), consequent upon the conversion of 79,66,667
Warrants issued at an Issue Price of Rs. 15/-each, to the following persons belonging to the “Non Promoter
Group”, on preferential basis, upon receipt of balance amount aggregating to Rs. 9,75,00,003.75/- (Rupees
Nine Crore Seventy five Lakhs Three rupees and Seventy five Paisa Only) at the rate of Rs. 11.25/- (Rupees
Eleven and Twenty Five Paisa Only ) per warrant (being 75% of the issue price per warrant) from the
allottees pursuant to the exercise of their rights of conversion into equity shares in accordance with the
provisions of SEBI (ICDR) Regulations, 2018.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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:

Sr. No.	Name of Director	Designation	Date of Appointment	Date of Cessation
1.	Mr. Monendra Srivastava	Independent Director	May 05, 2016	07-07-2025
2.	Mrs. Sushma Jain	Independent Director	August 26, 2019	-
3.	Mr. Zabihullah Burhani	Executive Director	July, 21, 2022	03-03-2025

4.	Mr. Anand Rai	Executive Director	June 25, 2021	-
5.	Mr. Govind Swaroop Mishra	Independent Director	October 12, 2022	-
6.	Mr. Ankan Gupta	Executive Director	June 01, 2023	-
7.	Mrs. Anubha Chauhan	Independent Director	July 07, 2025

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:

Sr. No.	Name of Director	Designation	Date of Appointment	Date of Cessation
1.	Mr. Ramanuj Murlinarayan Darak	Whole T ime Director	July 21, 2022	-
2.	Ms. Kanika Chawla	Company Secretary	August 10, 2019	-
3.	Mr. Himanshu Gopal	Chief Financial Officer	November 27, 2019	-

6. DECLARATION BY INDEPENDENT DIRECTORS

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.

7. MEETINGS OF THE BOARD & COMMITTEE

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, 2025, the Board met 4 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 the Audit Committee were accepted by the Board of Directors.

8. INDEPENDENT DIRECTORS MEETING

During the Financial Year 2024-25 one meeting of the Independent Directors was held on 25.03.2025 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 oi the quality, content and timeliness oi the now oi
information between the management and Board which is necessary for the Board to perform its duties.

9. APPOINTMENT AND REMUNERATION POLICY

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 the independent nature of the Directors viz-a-
viz the company so as to enable the Board to discharge its performance and duties effectively.

10. BOARD EVALUATION

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 2024-25. 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.

11. AUDITORS & AUDIT REPORTS

• 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, 2025 on the financial statements of the
Company forms a part of this Annual Report.

• 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 15/05/2025 had appointed
M/s Chandan J & Associates (M. No. A62350, C.P. No: 27629), to undertake the Secretarial Audit of the
Company for the Financial Year 2024-25. The Secretarial Auditors have submitted their report, confirming
compliance by the Company of all the provisions of applicable corporate laws. 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.

RISK MANAGEMENT

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 plans 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 mechanisms 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 a Risk Management Committee, but our
Company has laid down procedures to inform Board Members about the risk assessment and minimization
procedures.

12. HUMAN RESOURCES

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 2024-25. Company has not received any complaint under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

13. CORPORATE SOCIAL RESPONSIBILITY

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.

14. INVESTOR SERVICES

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.

15. CORPORATE GOVERNANCE

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 Practicing 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”.

16. MANAGEMENT DISCUSSION & ANALYSIS

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

17. OTHER STATUTORY DISCLOSURES

• Extract of Annual Return: Pursuant to Section 92(3) of the Act, the Annual Return for the

Financial Year ended on 31st March, 2025 shall be uploaded on the website of the Company
and can be accessed through the link www.mnil.in

• Disclosure under Section 148 of Companies Act, 2013: Company is not required to maintain

the cost records and accounts as specified under section 148 of Companies Act, 2013 as it is
not applicable on the Company.

• Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act.

Accordingly no disclosure or reporting is required in respect of details relating to deposits
covered under this Chapter.

• Loans, Guarantees and Investments: The details of Loans, Guarantees and Investments

covered under Section 186 of the Act forms part of the notes to the financial statements.

• Particulars of Contracts or Arrangements with the Related Parties: There were no related

party transactions during the year as specified under section 188 of Companies Act, 2013.

• Significant or Material orders: No significant or material orders were passed by the Regulators,

Courts or Tribunals impacting the going concern status and Company’s operations in future.
During the financial year under review, neither any application is made by the Company,
nor is any proceeding pending against the Company under Insolvency and Bankruptcy
Code, 2016.

• Vigil Mechanism/Whistle Blower Policy: The Board of Directors has formulated a Whistle

Blower Policy which is in compliance with the provisions of Section 177 (10) of the

Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Policy ensures that

strict confidentiality is maintained whilst dealing with concerns and also that no

32

discrimination will be meted out to any person for a genuinely raised concern. This Policy is
hosted on the Company’s website: http://mnil.in/wp-content/uploads/2023/07/5.-Whistle-
Blower-Policy.docx.pdf The details of Vigil Mechanism (Whistle Blower Policy) adopted
by the Company have been disclosed in the Corporate Governance Report attached to this
report and form an integral part of this report.

• Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo: Most of the information as required under Section 134 of the Act, read with Rule 8
companies (Accounts) Rules, 2014 as amended is not applicable. However, the information
has been given in Annexure 3 and forms part of this Corporate Governance Report.

• Particular of Employees: Details as required under the provisions of Section 197(12) of the

Companies Act, 2013, read with Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the
Directors’ Report, will be made available to any shareholder on request, as per provisions of
Section 136(1) of the said Act.

• Sexual Harassment: Your Directors state that during the year under review, there were no cases

filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

• Details of internal financial controls with reference to the financial statements: The

Company has put in place adequate internal financial controls over financial reporting.
These are reviewed periodically and made part of work instructions or processes in the
Company. The Company continuously tries to automate these controls to increase its
reliability. This ensures orderly and efficient conduct of its business, including adherence to
the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and
completeness of the accounting records and the timely preparation of reliable financial
information.

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

• Details of Holding, Subsidiary, Joint Venture and Associate Company: The Company does not
have any Holding, Subsidiary or Associate Company and does have any joint venture during the
period under review.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

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, 2025 and of the profits of the company for
the year ended March 31, 2025;

• 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.

20. ACKNOWLEDGMENTS

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
Mega Nirman & Industries Limited

Ankan Gupta Sushma Jain

Place : New Delhi

Date : 25/07/2025 Director Director

DIN: 10187896 DIN: 08545336

---

Mar 31, 2024

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.

1. FINANCIAL RESULTS

Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Income	23.971	169.185
Total Expenditure	77.346	167.557
Net Profit / (Loss) before Exceptional and Extraordinary items and Tax	-53.37	1.628
Extraordinary items	--	-
Net Profit/(Loss) before Tax (PBT)	-53.37	1.628
Provision for Income Tax-Current	—	0.463
Provision for Deferred Tax	(0.037)	0.046
Profit for the period	(53.41)	1.21

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.

2. STATE OF COMPANY’S AFFAIR & OPERATIONS

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.

3. DIVIDEND AND TRANSFER TO RESERVES

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.

4. CAPITAL STRUCTURE / STOCK OPTION

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.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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:

Sr. No.	Name of Director	Designation	Date of Appointment	Date of Cessation
1.	Mr. Monendra Srivastava	Independent Director	May 05, 2016	-
2.	Mrs. Sushma Jain	Independent Director	August 26, 2019	-
3.	Mr. Mohan Jagdish Agarwal	Executive Director	February 10, 2021	July 21, 2023
4.	Mr. Zabihullah Burhani	Executive Director	July, 21, 2022	-
5.	Mr. Anand Rai	Executive Director	June 25, 2021	-
6.	Mr. Govind Swaroop Mishra	Independent Director	October 12, 2022	-
7.	Mr. Ankan Gupta	Executive Director	June 01, 2023	-

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:

Sr. No.	Name of Director	Designation	Date of Appointment	Date of Cessation
1.	Mr. Ramanuj Murlinarayan Darak	Whole Time Director	July 21, 2022	-
2.	Ms. Kanika Chawla	Company Secretary	August 10, 2019	-
3.	Mr. Himanshu Gopal	Chief Financial Officer	August 27, 2019	-

6. DECLARATION BY INDEPENDENT DIRECTORS

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.

7. MEETINGS OF THE BOARD & COMMITTEE

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.

8. INDEPENDENT DIRECTORS MEETING

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.

9. APPOINTMENT AND REMUNERATION POLICY

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.

10. BOARD EVALUATION

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.

11. AUDITORS & AUDIT REPORTS

• 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.

12. RISK MANAGEMENT

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.

13. HUMAN RESOURCES

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.

14. CORPORATE SOCIAL RESPONSIBILITY

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.

15. INVESTOR SERVICES

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.

16. CORPORATE GOVERNANCE

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”.

17. MANAGEMENT DISCUSSION & ANALYSIS

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

18. OTHER STATUTORY DISCLOSURES

i. Extract of Annual Return: Pursuant to Section 92(3) of the Act, the Annual Return for the Financial

Year ended on 31st March, 2024 shall be uploaded on the website of the Company and can be
accessed through the link www.mnil.in

ii. Disclosure under Section 148 of Companies Act, 2013: Company is not required to maintain the cost

records and accounts as specified under section 148 of Companies Act, 2013 as it not applicable on
the Company.

iii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act.

Accordingly no disclosure or reporting is required in respect of details relating to deposits covered
under this Chapter.

iv. Loans, Guarantees and Investments: The details of Loans, Guarantees and Investments covered under

Section 186 of the Act form part of the notes to the financial statements.

v. Particulars of Contracts or Arrangements with the Related Parties: There were no related party

transactions during the year as specified under section 188 of Companies Act, 2013.

vi. Significant or Material orders: No significant or material orders were passed by the Regulators,

Courts or Tribunals impacting the going concern status and Company’s operations in future. During
the financial year under review, neither any application is made by the Company, nor is any
proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

vii. Vigil Mechanism/Whistle Blower Policy: The Board of Directors has formulated a Whistle Blower

Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013
and Regulation 22 of the Listing Regulations. The Policy ensures that strict confidentiality is
maintained whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern. This Policy is hosted on the Company’s website:
(http://mnil.in/?page_id=369). The details of Vigil Mechanism (Whistle Blower Policy) adopted by
the Company have been disclosed in the Corporate Governance Report attached to this report and
form an integral part of this report.

viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo: Most of the information as required under Section 134 of the Act, read with Rule 8
companies (Accounts) Rules, 2014 as amended is not applicable. However, the information has
been given in Annexure 3 and forms part of this Corporate Governance Report.

ix. Particular of Employees: Details as required under the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the
Directors’ Report, will be made available to any shareholder on request, as per provisions of
Section 136(1) of the said Act.

x. Sexual Harassment: Your Directors state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

xi. Details of internal financial controls with reference to the financial statements:The Company
has put in place adequate internal financial controls over financial reporting. These are reviewed
periodically and made part of work instructions or processes in the Company. The Company
continuously tries to automate these controls to increase its reliability.This ensures orderly and
efficient conduct of its business, including adherence to the Company’s policies, safeguarding of
its assets, prevention of errors, accuracy and completeness of the accounting records and the
timely preparation of reliable financial information.

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

xii. Details of Holding, Subsidiary, Joint Venture and Associate Company: The Company does
not have any Holding, Subsidiary or Associate Company and does have any joint venture during
the period under review.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

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.

20. ACKNOWLEDGMENTS

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
Mega Nirman & Industries Limited

Ankan Gupta Sushma Jain

Place : New Delhi

Date : 08/08/2024 Director Director

DIN: 10187896 DIN: 08545336

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Mar 31, 2015

Dear Members,

The directors have pleasure in presenting their 32thAnnual Report together with the Audited Statement of Accounts for the year ended on 31st March 2015.

FINANCIAL RESULTS

(In Rs.)

Particulars 31.03.2015 31.03.2014

Income 22,06,457.00 8,26,774.00

Less: Total Expenditure 16,91,675.16 3,86,045.32

Net Profit/(Loss) before Tax & Depreciation (PBDT) 5,14,781.84 4,40,728.68

Less: Depreciation 3,11,606.00 3,38,576.00

Net Profit/(Loss) after Depreciation before Tax (PBT) 2,03,175.84 1,02,152.68

Less: Provision for Income Tax-Current 1,03,124.00 72,058.00

Profit after Tax 1,00,051.84 30094.68

During the year under review, the Company has earned a profit of Rs. 100051.84/-

DIVIDEND AND RESERVES

During the year under review, the Company did not earn much profit and hence your Director proposes to plough back the profits in the business of the Company and create reserve for the Company. As a matter of this, your Board does not recommend any dividend for the financial year ended 31st March, 2015. The Board proposes to carry Rs 88,92,425/- (Rupees Eighty Eight Lacs Ninety Two Thousand four hundred Twenty Five) to the reserves of the Company.

FUTURE PROSPECTUS

The Company is planning to enter into new projects in the coming years so your Directors are hopeful to grow in coming years and to achieve better financial results. The Company has also applied for listing on Bombay Stock Exchange and it will result in good progress for the Company.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 1975.

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in the receipt of remuneration, which was more than the limits as prescribed under the Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this report.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-1

MEETING OF THE BOARD OF THE DIRECTORS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year ELEVEN Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS AND KEY MANEGERIAL PERSOONEL

In pursuant of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Niranjan kumar Poddar, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offer him for re-appointment.

Pursuant to the Provisions of Section 260 and 149 of the Companies Act, 2013 and Articles of Association of the Company and other applicable provisions of Listing Agreement, Mrs. Ruma Mukherjee was appointed as Additional non executive director on the Board of the company on w.e.f 09th December, 2014 who shall hold the office till the date of the ensuing Annual General Meeting. However Mr. Ganesh Ray Directors of the Company expressed their unwillingness to continue on the Board of the Company w.e.f. 23rd June, 2014.The Board placed on record its appreciation of the valuable services rendered during their tenure.

Further pursuant to the Provisions of Section 203 of the Companies Act, 2013 Mr. Kamal Kumar Gupta has been appointed as Chief Financial officer of the company w.e.f 09/12/2014. Ms. Isha Malik was appointed as Company Secretary of the Company on 25/07/2014 and resign on 27/08/2014 due to some unavoidable circumstances after that Ms.Vanshika Rastogi was appointed as Company Secretary of the Company on 11/11/2014.

Pursuant to the Provisions of Section 138 of the Companies Act, 2013 Ms. Nupur Garg was appointed as Internal Auditor of the Company w.e.f from 27/08/2014.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors' Report thereon, your Directors confirm that:

a) In the preparation of the Annual Accounts for the financial year ended on 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) They have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the losses of the Company for that period.

c) They have 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 or other irregularities.

d) They have prepared the Annual Accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f). They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Annual Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. PVR-N & Co., Chartered Accountants (Firm Registration No. 004062N), were appointed as statutory auditors of the Company till the conclusion of the 33 rd Annual General Meeting to be held for the financial year 2015-2016 on such remuneration as may be determined by the Board of Directors of the Company, subject to ratification of their appointment at every AGM.

Accordingly the appointment of M/s. PVR-N & Co., Chartered Accountants (Firm Registration No. 004062N) statutory Auditors is placed before the shareholders for ratification. In this regard Company has received the Certificate from the Auditor to the effect that, if they are re-appointed then it would be in accordance of the Sec 149 of the Companies Act, 2013.

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

Since the Company do not involve in any manufacturing or processing activities, the particulars as per the Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not applicable.

There is NIL Foreign Exchange Earning and outgo.

RISK MANAGEMENT POLICY OF THE COMPANY

As per SEBI circular dated Sep 15, 2014 the clause 49 is not applicable upon the Companies having paid up equity share capital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores, as on the last day of the previous financial year.

Taking the view of above our Company does not require constitution of a separate risk management committee. Hence, no particulars regarding the Risk Management Policy are required to be disclosed in this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented as a separate section forming part of the Annual Report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

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, Secretarial Audit has been carried out by M/s. Anita Aswal, Practising Company Secretary, and his report is annexed as ANNEXURE-2

RECOMMEDATION OF THE AUDIT COMMITTEE

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company has adopted the best Corporate Governance Practices setting out the standards in order to conduct the business of the Company with highest level of integrity and transparency. A detailed report on Corporate Governance prepared in accordance with the Clause 49 of the Listing Agreement, forms the part of this Annual Report.

A requisite certificate from the Statutory Auditors of the Company, PVR-N & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is given as Annexure-B to the Corporate Governance Report.

RELATED PARTY TRANSACTION

During the period under review the company has not entered into any related party transaction.

BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

CSR POLICY

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

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015 the Company has adopted CODES OF FAIR DISCLOSURE AND CONDUCT in the Board meeting held on 30th May, 2015 and the same has been uploaded on the website www.mnil.in of the company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

DECLARATION ON INDEPENDENT DIRECTORS

The Board of Directors declares that they have received the written Declaration from Independent Directors Ms. Ruma Mukherjee, Mr. Veenet Goyel and Mr. Devdraj Baid as per Section 149(6) of the Companies Act, 2013.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere thanks to the employees at all level for their contributions made during the year. Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.

For and On behalf of Board of Directors of M/s Mega Nirman& Industries Limited

Place: New Delhi

Date: 8th August, 2015 Sd/- Niranjan Poddar Chairman