Your Directors have pleasure in presenting their 22^nd Annual Report along with the Audited Financials Statement for the financial year ended 31^stMarch, 2026.

The Accounting Year of the Company commenced from 1^st April, 2025 and ended on 31^st March, 2026, in respect of which the accounts are being presented to the shareholders. The financial highlights for the year under review are as follows:

1. FINANCIAL HIGHLIGHTS FOR THE COMPANY

(Rupees in Lakhs)

2. STATE OF COMPANY''S AFFAIRS AND NATURE OF BUSINESS

Your Directors are pleased to present the Company''s resilient operational and financial performance during the year, achieved despite a challenging global economic environment marked by persistent inflationary pressures, slowing economic growth, rising interest rates, and ongoing geopolitical uncertainties. Notwithstanding these headwinds and their impact on economies across the world, the Company continued to demonstrate operational excellence, financial discipline, and sustained business resilience.

The company delivered a strong performance in F.Y. 2025-2026, with total revenue rising from ^ 6251.98 Lakhs in F.Y 2024-2025 to ^ 8063.90 lakhs, marking a significant year-on-year growth. This increase reflects a stronger market presence, effective business strategies, and highlights the company''s consistent growth trajectory. The results underscore the company''s continued focus on performance, resilience, and operational efficiency.

Your Company has made profit after tax of ^ 727.27 Lakhs for the year under review as against the profit after tax of ^ 342.58 Lakhs in the previous year.

The company is involved in manufacturing of Leno Bags and there has been no change in the nature of business during the relevant financial year.

3. SHARE CAPITAL AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company as on 31^st March, 2026 was Rs.13,00,00,000/- (Rupees Thirteen Crores Only) comprising of 1,30,00,000 (One Crore and Thirty Lakhs only) equity shares of Rs.10/- (Ten) each.

ISSUED AND PAID UP SHARE CAPITAL

The Issued and Paid-up Capital of the Company as on 31^st March, 2026 was Rs.12,13,10,250/- (Rupees Twelve Crore Thirteen Lakhs Ten Thousand Two Hundred and Fifty only) comprising of 1,21,31,025 (One Crore Twenty-One Lakhs Thirty-one Thousand and Twenty-Five only) number of Equity Shares of face value of Rs.10/- each.

4. SWEAT EQUITY SHARES

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares for the financial year under review.

5. DIFFERENTIAL VOTING RIGHTS

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights for the financial year under review.

6. EMPLOYEE STOCK OPTIONS

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options for the financial year under review.

7. DEBENTURES/BONDS/WARRANTS OR ANY NON-CONVERTIBLE SECURITIES

During the year under review, the Company has not issued any debentures, bonds, warrants or any nonconvertible securities. As on the date, the Company does not have any outstanding debentures, bonds, warrants or any non-convertible securities.

8. LISTING & DEPOSITORY FEE

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge). The Company has paid Listing fees for the financial year 2025 - 2026 according to the prescribed norms & regulations. The Company has also paid the Annual Custody Fee to the National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2025 - 2026.

9. DEMATERIALIZATION OF EQUITY SHARES

Since all the shares are already in dematerialized form, therefore there was no request received for dematerialization.

10. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity Shares is INE0G1D01014.

11. WEBSITE

https://megaflex.co.in is the website of the company. contain all the requisite details and provides shareholders with access to information relating to the Directors, Shareholding Pattern, Quarterly Reports, Financial Results, Annual Reports, Management Team including various Policies, other relevant disclosures , etc., are placed on this website of the company.

12. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, your Company has not transferred any amount to the ''Reserves'' for the year ended 31^st March, 2026.

13. DIVIDEND

In order to conserve the resources, the Board does not recommend any dividend for the financial year ended on 31^st March, 2026.

14. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared last year.

15. BRIEF DESCRIPTION OF THE COMPANY''S PERFORMANCE DURING THE FINANCIAL YEAR

The increase in the company''s sales is primarily attributable to the significant increase in the volume of sales and rise in raw material prices. The Company is actively engaged in the manufacture of Leno Bags, Sutli, and Woven Fabrics. During the year, the Company has further expanded its sales network and strengthened its market presence across several states, including Rajasthan, Maharashtra, Uttar Pradesh, Punjab, Haryana, Jammu & Kashmir, Gujarat, Madhya Pradesh, Chhattisgarh, West Bengal, Assam, and Delhi.

16. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

17. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

During the year under review, your Company did not have any subsidiary or associate company nor did it enter into any joint venture business.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company maintains an optimum balance of Executive and Non-Executive Directors in accordance with good corporate governance practices. As on 31^st March, 2026 the Board consists of six Directors, comprising three Executive Directors and three Non-Executive Independent Directors. The Company also has a Chief Financial Officer and a Company Secretary & Compliance Officer. The composition of the Board as on the date of this Report is as follows:

*In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder and Articles of Association of the Company, Mr. Rakesh Sethia (DIN: 00409033) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re- appointment.

#Form DIR - 2 duly initialed by Rakesh Sethia has been annexed in ANNEXURE-A

19. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES 2014

Details have been annexed in ANNEXURE-B

20. STATEMENT OF DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE ACT

Pursuant to the provisions of Section 149(6) of the Companies Act, 2013, read with the applicable Rules framed thereunder, and Regulation 16(1)(b) of the SEBI Listing Regulations, the Independent Directors have submitted declarations confirming that each of them meets the criteria of independence. There has been no change in the circumstances affecting their status as independent directors of the Company.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company follows a structured orientation and familiarization programme for all the Independent Directors which includes an induction process for newly appointed Independent Directors and ongoing sessions to enhance their understanding of Company''s business strategies, operations, key functions and also to update them on the Company''s policies and procedures on a regular basis. The details of familiarisation programme have been posted in the website of the Company at https://megaflex.co.in/wp-content/uploads/2025/04/ Familiarization-Programme.pdf

22. NUMBER OF MEETINGS OF THE BOARD

During the financial year ended 31^st March, 2026 the Board of Directors held four meetings in accordance with the provisions of the Companies Act, 2013 and the rules framed thereunder. The gap between none of the meetings exceeded 120 days. The details of these meetings are set out below:

23. MEETING OF THE INDEPENDENT DIRECTOR

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI regulations, one separate meeting of the Independent Directors was held during the financial year on 12^th January, 2026, without the attendance of non-independent directors and management personnel. The Independent Directors, inter alia, deliberated on the Company''s challenges and growth strategies, the adequacy of information flow to the Board, corporate strategy, leadership strengths, compliance and governance framework, human resource matters, and the performance of the Executive

24. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b) They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 31^st March, 2026 and of its Profit/Loss for the year ended on that date;

c) They have taken proper and sufficient care to the best of their knowledge and ability 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; and

d) They have prepared the annual accounts for the year ended 31^st March, 2026 on a going concern basis;

e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

25. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism to enable Directors and employees to report genuine concerns relating to unethical practices, actual or suspected fraud, and instances of misconduct or mismanagement, if any. The policy governing the Vigil Mechanism is hosted on the Company''s website and can be accessed at: https://megaflex.co.in/policies

26. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & INDIVIDUAL DIRECTORS

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Board of Directors conducted an annual evaluation of its own performance, that of its Committees, and of the Individual Directors, including the Independent Directors.

Based on the evaluation criteria and after due deliberation, the Board concluded that the Directors possess an appropriate blend of skills, experience, expertise, and diverse industry knowledge, enabling them to contribute effectively to the Company''s growth and governance. The performance of all the Directors was found to be satisfactory.

The Board further reviewed the composition and terms of reference of its Committees and observed that they are well-defined and aligned with the applicable regulatory requirements. The Committees functioned effectively and discharged their duties diligently, thereby contributing meaningfully to the Board''s decisionmaking process.

The Board was also satisfied with its overall functioning, the effectiveness of its Committees, and the balanced composition of Independent and Non-Independent Directors.

27. ANNUAL RETURN

In accordance with the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year under review has been placed on the Company''s website and is available at: https://megaflex.co.in/annual-returns

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms part of the Annual Report.

29. COMMITTEES OF BOARD

In compliance with the applicable provisions of the Companies Act, 2013 and other regulatory requirements, the Board of Directors has constituted the following Committees to discharge specific functions and responsibilities:

(i) AUDIT COMMITTEE:

(a) Brief Description on Terms of Reference

The Audit Committee was reconstituted on 23^rd August, 2024. Its constitution, composition, and functioning are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors has accepted all the recommendations made by the Audit Committee during the financial year under review.

(b) Composition of the Committee

The Audit Committee comprises of :-

Role of Audit Committee: The role of the Audit Committee shall include the following:

• Oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

• Matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Modified opinion(s) in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

• Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the listed entity, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the whistle blower mechanism;

• Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

• Monitoring the end use of funds raised through public offers and related matters.

• Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses;

• The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

• Statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the prospectus/notice in terms of Regulation 32(7).

(ii) STAKEHOLDER''S RELATIONSHIP COMMITTEE

(a) Brief Description on Terms of Reference

The Stakeholders'' Relationship Committee was constituted on 8^th July, 2022. Its constitution, composition, and functioning are in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable regulatory requirements.

(b) Composition of the Committee

The Stakeholder''s Relationship Committee comprises of:

(d) Role of the Stakeholders Relationship Committee

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• Review of measures taken for effective exercise of voting rights by shareholders;

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports/statutory notices by the shareholders of the company; and

• To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

(iii) NOMINATION AND REMUNERATION COMMITTEE

(a) Brief Description on Terms of Reference

The Nomination and Remuneration Committee was re-constituted on 24^th May, 2025. Its constitution, composition, and functioning are in accordance with the provisions of Section 178 of the Companies Act, 2013 and the applicable regulatory requirements. The Board of Directors has accepted all the recommendations made by the Nomination and Remuneration Committee during the financial year under review.

(b) Composition of the Committee

30. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In accordance with the applicable provisions, the Policy relating to the appointment of Directors, payment of remuneration, and discharge of their duties is hosted on the Company''s website and can be accessed at: https://megaflex.co.in/wp-content/uploads/2022/07/06 NOMINATION-AND-REMUNERATION-POLICY.pdf

31. SHAREHOLDING

The Shareholding Pattern of the Company as on 31^st March, 2026 has been updated on the website of the Company: https://megaflex.co.in/shareholding-patterns/

32. AUDITORS

i. STATUTORY AUDITORS

M/s. S. Jaykishan, Chartered Accountants (FRN: 309005E), holding Peer Review Certificate No. 014338, were appointed as the Statutory Auditors of the Company at the Annual General Meeting held in the year 2022 to hold office until the conclusion of the Annual General Meeting of the Company to be held in the year 2026.

Accordingly, based on the recommendation of the Audit Committee and approval of the Board of Directors, M/s. V. Jalan & Co., Chartered Accountants, Kolkata (FRN: 320010E), are proposed to be appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting for a term of five consecutive years, commencing from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2031, subject to the approval of the members.

ii. SECRETARIAL AUDITOR

M/s. Kanchan Jalan, Practicing Company Secretary (Membership No. F7713; Certificate of Practice No. 8352) and holder of Peer Review Certificate No. 6249/2025, was appointed as the Secretarial Auditor of the Company for the Financial Year 2025-26 at the Board of Directors meeting held on 24^th May, 2025.

The remuneration payable to the Secretarial Auditor has been mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditor, and shall include reimbursement of out-of-pocket expenses incurred, if any, in connection with the audit assignment.

iii. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company had appointed M/s. Vikash Chamaria & Co., Practising Chartered Accountants (FRN: 325174E), having ICAI Membership No. 061966, pursuant to the recommendation of the Audit Committee and approval of the Board of Director meeting held on 24^th May, 2025 as the Internal Auditor of the Company for the Financial Year 2025-26.

The Internal Auditor conducted periodic internal audits during the year, and the audit reports submitted from time to time were placed before the Audit Committee and the Board of Directors for their review and consideration.

33. BOARD COMMENTS ON AUDITOR''S REPORT

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

Further, observations of the Secretarial Auditors, when read together with the secretarial audit report are self-explanatory and do not call for any further comment.

34. PARTICULARS OF LOANS GIVEN, GUARANTEE GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, Section 186 of the Companies Act, 2013 have been duly complied with in terms of loan given, investments made or security provided.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year under review, the details of the transactions/ contracts/ arrangements entered into with the related party(ies) by the Company have been annexed in the Form AOC-2 in Annexure-C

36. DEPOSITS

The Company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

37. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by the coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. The major risks have been identified by the Company and its mitigation process/ measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are energy intensive. Every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy. Details in Annexure D

B. Foreign Exchange earnings and Outgo

39. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

40. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year 2025-2026, the Company has recorded Net Profit of Rs. 7.27 crores, thereby crossing the statutory threshold limit of Net Profit specified under Section 135(1) of the Companies Act, 2013, Rs. 5 Crores. Accordingly, the provisions of Section 135 of the Act concerning CSR have become applicable to the Company for the succeeding Financial Year 2026-2027.

Since the company''s estimated CSR spend obligation for F.Y. 2026-2027 does not exceed ^50 Lakhs, the requirement for the constitution of a separate Corporate Social Responsibility Committee is not applicable pursuant to Section 135(9) of the Act, and the functions of such committee shall be discharged directly by the Board of Directors. The Company is in the process of formulating its CSR Policy and identifying eligible projects under Schedule VII to fulfill its obligations during F.Y. 2026-2027.

41. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (VIII) OF COMPANIES (ACCOUNTS) RULES, 2014

The Company has an Adequate Internal Control Systems, commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

42. DISCLOSURE FOR MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013

The provisions of section 148(1) are not applicable to the Company. Hence the Company is not required to maintain cost accounts and records.

43. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to the protection of women against sexual harassment. The rights to work with dignity are universally recognised human rights.

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (the ICC) at all relevant locations in West Bengal to consider and resolve the complaints related to sexual harassment. To ensure effective implementation of the provisions of the POSH Act, the Company has constituted Two Internal Complaints Committees (ICCs) at its respective locations in West Bengal, namely at the Factory Office (F.O.) and the Registered Office (R.O.), for receiving, considering and redressing complaints relating to sexual harassment at the workplace.

The composition of the Internal Complaints Committees is as follows:

Factory Office (F.O.) - Internal Complaints Committee

Accordingly, the policy related to the Prevention of Sexual Harassment has been updated on the website of the company:https://megaflex.co.in/wp-content/uploads/2023/01/Policy-on-Prevention-of-Sexual-Harassment.pdf

The following is the summary of Sexual Harassment Complaints received and disposed-off during the Calendar Year 2025:

a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL

b. Number of Complaints disposed-off during the year: NIL

c. Number of Complaints pending as on the end of the Financial year: NIL

d. Nature of action taken by the Company: NA The Detailed Report has been annexed in Annexure-E

44. REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under Section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

45. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

46. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, your Company has re- appointed M/s. Kanchan Jalan, Practicing Company Secretary to undertake the Secretarial Audit of the Company. There are no qualifications or reservations or adverse remarks or disclaimer in the said Secretarial Audit Report in Form MR-3. The Secretarial Audit Report for F.Y. 2025-26 is provided as "Annexure-F” of this report.

47. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

48. DIFFERENCE IN VALUATION

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

49. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.During the Financial Year 202526, no eligible female employee availed of maternity leave or related benefits.

50. STATEMENT OF DEVIATIONS) OR VARIATIONS) AS PER THE REG. 32(7A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Your Company has received the entire amount of the Convertible Equity Share Warrants. Details of the utilization of the funds hereby mentioned below:

Your Directors express their sincere appreciation for the continued support and cooperation received from the banks, government departments, and other associated agencies. They also extend their gratitude to the shareholders, staff, and workers for their unwavering trust, dedication, and valuable contributions to the company''s growth and success.

Your Directors have pleasure in presenting their 21st Annual Report along with the Audited Financials
Statement for the year ended 31st, March 2025.

The Accounting Year of the Company commenced from 1st April 2024 and ended on 31st March, 2025, in
respect of which the accounts are being presented to the shareholders. The financial highlights for the year
under review are as follows:

1. FINANCIAL HIGHLIGHTS FOR THE COMPANY (Rupees in Lakhs)

2. COMPANY PERFORMANCE

Your Directors are pleased to share the incomparable operational and financial performance achieved by the
Company even during this turbulent times of inflation, growth slowdown, aggressive interest rate hikes and
other geopolitical factors and its consequent effect on economies of worldwide

The company delivered a strong performance in FY 2024-25, with total revenue rising from ^ 51 crores in FY
2023-24 to ^ 62 crore, marking a significant year-on-year growth. This increase reflects a stronger market
presence, effective business strategies, and highlights the company''s consistent growth trajectory. The results
underscore the company''s continued focus on performance, resilience, and operational efficiency.

Your Company has made profit after tax of Rs. 342.58 Lakhs for the year under review as against the profit
after tax of Rs. 136.94 Lakhs in the previous year.

3. SHARE CAPITAL

• AUTHORISED SHARE CAPITAL

The Authorized Share Capital of the Company as on 31st March, 2025 was Rs.13,00,00,000/- (Thirteen Crores
Only) comprising of 1,30,00,000 (One Crore and Thirty Lakhs only) equity shares of Rs.10/- (Ten) each.

Furthermore, the said capital has been changed from Rs.11,00,00,000/- (Eleven Crores Only) comprising of
1,10,00,000 (One Crore and Ten Lakhs only) equity shares of Rs.10/- (Ten) each to Rs.13,00,00,000/- (Thirteen
Crores Only) comprising of 1,30,00,000 (One Crore and Thirty Lakh only) equity shares of Rs.10/- (Ten) each
vide resolution dated: 14th June, 2024 through Postal Ballot.

• ISSUED AND PAID UP SHARE CAPITAL

The Issued and Paid-up Capital of the Company as on 31st March, 2025 was Rs.12,13,10,250/- (Twelve Crore
Thirteen Lakhs Ten Thousand Two Hundred and Fifty only) comprising of 1,21,31,025 (One Crore Twenty-One
Lakhs Thirty Thousand and Twenty-Five only) number of equity shares of face value of Rs.10/- each.

During the year under review the Board of Director of the Company vide resolution dated May 15, 2024
issued 13,86,000 (Thirteen Lakhs Eighty-Six Thousand) no. of Convertible Equity Share Warrants at a price of
^ 40/- (including premium of ^ 30/-) for each warrant aggregating to ^ 5,54,40,000.00 (Rupees Five Crores
Fifty Four Lakhs and Forty Thousands only). The approval for the same was taken by Special resolution via
Postal Ballot dated June 14, 2024. Thereafter, the Board had allotted the Warrants on June 24, 2024 to the
Promoters, Promoter Group and Other Public Investors on the Preferential Basis subject to the subscription
amount received i.e. 1,38,60,000 (One Crore Thirty Eight Lakhs Sixty Thousands) 25% of the total issuance
amount.

First Conversion consisting of 3,57,000 no. of Warrants was exercised on 22/10/2024. Remaining Conversion
consisting of 10,29,000 no. of Warrants was exercised on 10/02/2025. Listing and Trading approval have been
received from the NSE.

4. SWEAT EQUITY SHARES

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies
(Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares for the
financial year ended March 31, 2025.

5. DIFFERENTIAL VOTING RIGHTS

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies
(Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting
Rights for the financial year ended March 31, 2025.

6. EMPLOYEE STOCK OPTIONS

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies
(Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options for the
financial year ended March 31, 2025.

7. DEBENTURES/BONDS/WARRANTS OR ANY NON-CONVERTIBLE SECURITIES

During the year under review, the Company has not issued any debentures, bonds, warrants or any non¬
convertible securities. As on the date, the Company does not have any outstanding debentures, bonds,
warrants or any non-convertible securities

8. LISTING & DEPOSITORY FEE

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited
(NSE Emerge). The Company has paid Listing fees for the financial year 2024 - 25 according to the prescribed
norms & regulations. The Company has also paid Annual Custody Fee to National Securities Depository
Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2024 - 25.

9. DEMATERIALIZATION OF EQUITY SHARES

Since, all the shares are already in dematerialized form therefore there was no request for the dematerialization.

10. DEPOSITORY SYSTEM

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your
Company has established connectivity with both the National Securities Depository Limited (NSDL) and
the Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the
depository system, the members are requested to avail the facility of dematerialization of the Company''s
shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity Shares is INE0G1D01014.

11. WEBSITE

https://megaflex.co.in is the website of the company. All the requisite details including various Policies,
Management Team, Financial Results, etc., are placed on this website of the company

12. DISCLOSURES OF AMOUNTS, IF ANY. TRANSFER TO ANY RESERVES

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure

under Section 134 (3) (j) of the Companies Act, 2013 is not required.

13. DIVIDEND

In order to conserve resources, the Board does not recommend any dividend for the financial year ended on

31st March, 2025

14. BRIEF DESCRIPTION OF THE COMPANY''S PERFORMANCE DURING THE FINANCIAL YEAR

The Company continues to be engaged in the manufacturing of Leno Bags, Sutli and Woven Fabrics. To

increase the market size of Leno Bags, your Company has made a supply to the:

(i) Pepsico Holdings India Private Limited;

(ii) States viz., Delhi, Jammu & Kashmir, Haryana, Punjab, Uttar Pradesh, West Bengal and Maharashtra

through building new network of dealers.

(iii) To further expand the horizon of the business, your company has:

a The Board of Directors, with the due approval of our esteemed shareholders, has approved the
alteration of the Company''s Memorandum of Association. This alteration includes the insertion
of new business activities into the Main Object Clause, such as Industrial Automation and
Allied Activities, Consultancy Services in Design Engineering, Architectural Design, Geographic
Information Systems (GIS), IT Solutions, Renewable Energy, Energy-Efficient Lighting, and Solar-
Powered Appliances. This expansion is aimed at strengthening our business foundation and
enabling us to pursue a broader range of growth-oriented initiatives.

b Successfully installed and commissioned Wide Width Fabric Circular Looms. The quality of the
fabric got well accepted. Additionally, 2 nos. (Two) Nova Leno machines (new models), featuring
revolutionary technology in leno fabric manufacturing, have been successfully installed. We have
commenced the seed marketing, however, it is yet to gain a strong foothold due to its relatively
high cost. We plan to expand in this segment once the product secures wider market acceptance
and establishes a distinct niche.

c Successfully installed 400 KW Solar Generation Unit and is now fully operational.

15. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

No material Changes and Commitments affecting the financial position of the Company occurred between
the end of the financial year to which this financial statement relate.

16. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

17. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The company has an optimum combination of the Board of Directors as on the 31st March, 2025 comprising
of 6 Directors, out of which 3 are Executive Directors and 3 are Non-Executive Independent Directors, 1 Chief
Financial Officer and a Company Secretary & Compliance officer as on the date of the report is:

*In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules made
thereunder and Articles of Association of the Company, Mr. Mohan Lal Parakh (DIN: 02186254) is liable to
retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re¬
appointment.

Form DIR - 2 duly initialed by Mohan Lal Parakh has been annexed in ANNEXURE-A

**Mr. Hukum Chand Bothra (DIN: 00550653) who was appointed as a Managing Director at the Extra¬
Ordinary General Meeting held on 29/06/2022 and whose term of office shall expire at 31/05/2025 and
being eligible for re-appointment as the managing director of the Company based on the recommendations
of the Nomination and Remuneration Committee, and upon Special Resolution through postal ballot passed
on 20.02.2025 for a period of 5 (Five) years with effect from May 01, 2025 to April 30, 2030.

# Pursuant to the re-designation, Ms. Sweta Singhi has been re-designated as the Company Secretary and
Compliance Officer and Mrs. Parul Mantri as the Senior Compliance Officer of the Company.

Furthermore, Ms. Singhi shall act as the secretary of the various committees of the Company in place of Parul
Mantri, wherever applicable.

18. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES 2014

Details have been annexed in ANNEXURE-B

19. STATEMENT OF DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS UNDER
SECTION 149(6) OF THE ACT

Requisite declarations u/s 149(6) of the Companies Act, 2013 declaring the criteria of Independence for the
appointment of the Independent Directors has been received by the company.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Each Independent Director is taken through an induction and familiarization program including the presentation
and interactive session with the Committee Members and other Functional Heads on the Company''s
finance and other important aspects. The details of Familiarization Programme arranged for Independent
Directors have been disclosed on the website of the Company and are available at the following link:
https://megaflex.co.in/wp-content/uploads/2025/04/Familiarization-Programme.pdf

21. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 8 times during the financial year ended 31st March, 2025, in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder, details of which are given below:

22. MEETING OF THE INDEPENDENT DIRECTOR

During the year, 1 (One) meeting of Independent Directors was held without the presence of the Executive
Directors or Management Personnel on January 21, 2025. At such meeting, the Independent Directors have
discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information
to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of
Executive Directors.

23. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state
that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed
with proper explanation relating to material departures, if any;

2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 31st March, 2024 and of its Profit/Loss for
the year ended on that date;

3. They have taken proper and sufficient care to the best of their knowledge and ability 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;
and

4. They have prepared the annual accounts for the year ended 31st March, 2024 on a ''going concern''
basis; and

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

24. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The details
of the Vigil Mechanism are posted on the website of the Company https://megaflex.co.in/policies/

25. ANNUAL RETURN

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013. The details of
the Annual Return for the relevant Financial Year may be accessed on the Company''s website at the
https://megaflex.co.in/annual-returns/

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis forms part of this Annual Report and is annexed hereto.

27. COMMITTEES OF BOARD

The Board of Directors has re-constituted the following Committees, viz.;

(i) AUDIT COMMITTEE:

(a) Brief Description on Terms of Reference

The Audit Committee was re-constituted on 23.08.2024. The constitution, composition and functioning
of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the recommendations of Audit Committee have been accepted by the Board of Directors of the
Company.

(b) Composition of the Committee

The Audit Committee comprises of :-

*Ms. Sweta Singhi, shall act as the Secretary of the Committee

(c) Number of Meetings of the Committee:

The Committee met 3 times during the financial year ended 31st March, 2025 in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder, details of which are given below:

(d) Role Of Audit Committee: The role of the Audit Committee shall include the following:

• Oversight of the company''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

• Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

• Reviewing, with the management, the annual financial statements and auditor''s report thereon
before submission to the board for approval, with particular reference to:

• Matters required to be included in the director''s responsibility statement to be included in the
board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Modified opinion(s) in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through
an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for

purposes other than those stated in the prospectus / notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter;

• Reviewing and monitoring the auditor''s independence and performance, and effectiveness of
audit process;

• Approval or any subsequent modification of transactions of the company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the listed entity, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the whistle blower mechanism;

• Approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in
the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever
is lower including existing loans / advances / investments existing as on the date of coming into
force of this provision.

• Monitoring the end use of funds raised through public offers and related matters.

• Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted
by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses;

• The appointment, removal and terms of remuneration of the chief internal auditor shall be subject
to review by the audit committee.

• Statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual
statement of funds utilized for purposes other than those stated in the prospectus/notice in
terms of Regulation 32(7).

(ii) STAKEHOLDER''S RELATIONSHIP COMMITTEE

(a) Brief Description on Terms of Reference

The Stakeholder''s Relationship Committee was constituted on 08.07.2022. The Constitution,
composition and functioning of the Stakeholder''s Relationship Committee also meets with the
requirements of Section 178 of the Companies Act, 2013.

(b) Composition of the Committee

The Stakeholder''s Relationship Committee comprises of:

*Ms. Sweta Singhi, shall act as the Secretary of the Committee
(c) Number of Meetings of the Committee

The Committee met 1 time during the financial year ended 31st March, 2025 in accordance with
the provisions of the Companies Act, 2013 and rules made thereunder, details of which are given
helow:

No complaints were received during the year ended 31/03/2025 from any of the investors.

(d) Role of the Stakeholders Relationship Committee

• Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc;

• Review of measures taken for effective exercise of voting rights hy shareholders;

• Review of adherence to the service standards adopted hy the listed entity in respect of various
services being rendered hy the Registrar & Share Transfer Agent;

• Review of the various measures and initiatives taken hy the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices hy the shareholders of the company; and

• To carry out any other function as prescrihed under the SEBI (Listing Ohligations and Disclosure
Requirements) Regulations, 2015 as and when amended from time to time.

iii) NOMINATION AND REMUNERATION COMMITTEE

(a) Brief Description on Terms of Reference

The Nomination and Remuneration Committee was re-constituted on 23.08.2024. The
Constitution, composition and functioning of the Nomination & Remuneration Committee also
meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations
of the Nomination and Remuneration Committee have heen accepted hy the Board of Directors
of the Company

(b) Composition of the Committee

The Nomination & Remuneration Committee comprises of:

*Ms. Sweta Singhi, shall act as the Secretary of the Committee
(c) Number of Meetings of the Committee:

The Committee met 2 times during the financial year ended 31st March, 2025 in accordance with
the provisions of the Companies Act, 2013 and rules made thereunder, details of which are given
helow:

28. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION
AND DISCHARGE OF THEIR DUTIES

Accordingly, The Policy related to the Director''s appointment, payment of Remuneration
and discharge of their duties have been updated on the website of the company:
https://megaflex.co.in/wp-content/uploads/2022/07/06 NOMINATION-AND-REMUNERATION-POLICY.pdf

29. SHAREHOLDING

The Shareholding Pattern of the Company as on 31st March, 2025 has been updated on the website of the
Company: https://megaflex.co.in/shareholding-patterns/

30. AUDITORS

i. STATUTORY AUDITORS

M/s. S. Jaykishan, Practising Chartered Accountants (FRN: 309005E) and Peer Review Certificate
No.014338 was appointed as the Statutory Auditor of your Company upto the financial year ended
31st March, 2026 in the Annual General Meeting on the 31st Day of August, 2022 at a remuneration
mutually fixed between the Board of Directors of the Company and the Statutory Auditors including the
pocket expenses incurred, if any.

ii. SECRETARIAL AUDITOR

Mukesh Chaturvedi, Practicing Company Secretary (M.No. FCS11063; CP No. 3390) and Peer Review
Certificate No.939/2020 was appointed as the Secretarial Auditor of the Company for the Financial Year
2024-25 based on recommendation of the Audit Committee at the Board Meeting held on the 10th Day
of February, 2025 at remuneration mutually fixed between the Board of Directors of the Company and
Secretarial Auditors including the pocket expenses incurred, if any.

31. STATUTORY AUDITOR''S REPORT

The notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for
any further comments. There were no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report for the year ended 31st March, 2025.

32. PARTICULARS OF LOANS GIVEN, GUARANTEE GIVEN, INVESTMENTS MADE OR SECURITY
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, Section 186 of the Companies Act, 2013 have been duly complied with in terms
of loan given, investments made or security provided.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE
PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year under review, the details of the transactions/ contracts/ arrangements entered into
with the related party(ies) by the Company have been annexed in the Form AOC-2 in Annexure-C

34. DEPOSITS

The Company has not accepted any deposits from the public. Hence the directives issued by the Reserve
Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions
of the Act and the Rules there under are not applicable.

35. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by the
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate
events or to maximize the realization of opportunities. The Company has developed and implemented a
risk management policy which identifies major risks which may threaten the existence of the Company. The
Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by
the Board from time to time. The major risks have been identified by the Company and its mitigation process/
measures have been formulated in the areas such as business, project execution, event, financial, human,
environment and statutory compliance.

36. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the
going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii)
of Companies (Accounts) Rules, 2014 is not required.

37. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (VIII) OF COMPANIES (ACCOUNTS) RULES,
2014

The Company has an Adequate Internal Control Systems, commensurate with the nature of the Company''s
business and size and complexity of its operations are in place has been operating satisfactorily. Internal
control systems comprising of policies and procedures are designed to ensure reliability of financial reporting,
timely feedback on achievement of operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.

38. DISCLOSURE FOR MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT
UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013

The provisions of section 148(1) are not applicable to the Company. Hence the Company is not required to
maintain cost accounts and records.

39. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS
COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to the protection of women against sexual harassment. The rights to work with
dignity are universally recognised human rights.

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints
Committees (the ICC) at all relevant locations in West Bengal to consider and resolve the complaints related
to sexual harassment. The ICC includes CS Pragya Jhunjhunwala, external members with relevant experience
and three internal members Ms. Sweta Singhi, Mr. Sanjay Kumar Singh and Mr. Raunak Tater. The ICC, is
presided over by the Chairperson Ms. Sweta Singhi. During the year under review, there were no complaints
pertaining to sexual harassment.

Accordingly, the policy related to the Prevention of Sexual Harassment has been updated on the website
of the company: https://megaflex.co.in/wp-content/uploads/2023/01/Policy-on-Prevention-of-Sexual-
Harassment.pdf

The following is the summary of Sexual Harassment Complaints received and disposed off during the Calendar
Year 2024:

a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of Complaints pending as on the end of the Financial year: NIL

d. Nature of action taken by the Company: NA
The Detailed Report has been annexed in Annexure-E

40. REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company
under Section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act,
2013.

41. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

Applicable Secretarial Standards, i.e. SS-1 relating to ''Meetings of the Board of Directors'' and SS-2, relating
to ''General Meetings'', have been duly followed by the Company during the year under review.

42. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act,2013 and the rules made thereunder,
your Company has re- appointed Mr. Mukesh Chaturvedi, Practicing Company Secretary to undertake the
Secretarial Audit of the Company. There are no qualifications or reservations or adverse remarks or disclaimer
in the said Secretarial Audit Report in Form MR-3. The Secretarial Audit Report for FY 2024-25 is provided as
"Annexure-F" of this report.

43. INTERNAL AUDITOR

The Board of Directors of your Company had appointed M/s Vikash Chamaria & Co Practising Chartered
Accountant, (FRN.-325174E) having ICAI membership No. 061966, as the Internal Auditor ("Auditor") of
the Company pursuant to section 138 of the Companies Act,2013 for the Financial Year 2024-2025 and the
reports on periodical basis submitted by the auditor were placed before the audit committee and Board of
Directors.

44. STATEMENT OF DEVIATION(S) OR VARIATIONS(S) AS PER THE REG. 32(7A) OF THE SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Your Company has received the entire amount of the Convertible Equity Share Warrants. Details of the
utilization of the funds hereby mentioned below:

Note:

# Fixed Deposit has been created for 440.00 lacs and 0.70 lac is in the Bank Account of the Company.
ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the continued support and cooperation received from
the banks, government departments, and other associated agencies. They also extend their gratitude to the
shareholders, staff, and workers for their unwavering trust, dedication, and valuable contributions to the
company''s growth and success.

For and on behalf of the Board
SD/-

Mohan Lal Parakh

Place: Kolkata Chairman & Whole Time Director

Date: 24-05-2025 (DIN-02186254)

Your Directors have pleasure in presenting their 20th Annual Report along with the Audited Financials Statement for the year ended March 31, 2024.

The Accounting Year of the Company commenced from 1st April 2023 and ended on 31st March, 2024, in respect of which the accounts are being presented to the shareholders. The financial highlights for the period under review are as follows:

2. FINANCIAL HIGHLIGHTS FOR THE COMPANY: (Rupees in Lakhs)

3. COMPANY PERFORMANCE:

During the year, since the demand has been low due to poor potato crop all over the country, some farmers shifted to the jute bags leading to the reduction in the demand of leno bags. Despite that, your company has sold 70.27 million leno bags as against 61.79 million bags sold in the previous year 2022-23, an increase of about 13.72%. We could achieve this by penetrating in newer market territories by adopting aggressive pricing policy and adding new dealers.

Your Company has made profit after tax of Rs. 136.94 Lakhs for the year under review as against the profit after tax of Rs. 214.91 Lakhs in the previous year.

4. SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st March, 2024 was Rs.11,00,00,000/- (Eleven Crores Only) comprising of 1,10,00,000 (One Crore and Ten Lakhs only) equity shares of Rs.10/- (Ten) each.

Furthermore, the said capital has been changed from Rs.11,00,00,000/- (Eleven Crores Only) comprising of 1,10,00,000 (One Crore and Ten Lakhs only) equity shares of Rs.10/- (Ten) each to Rs.13,00,00,000/- (Thirteen Crores Only) comprising of 1,30,00,000 (One Crore and Thirty Lakh only) equity shares of Rs.10/- (Ten) each vide resolution dated: 14th June, 2024 through Postal Ballot.

The Issued and Paid-up Capital of the Company as on 31st March, 2024 was Rs. 10,74,50,250/- comprising of 1,07,45,025 number of equity shares of face value of Rs.10/- each.

The Company had come up with the issue of Convertible Equity Share Warrants ("Warrants") to the Promoters, Promoter Group and Other Public Investors on Preferential Basis by issuing up to 13,86,000 (Thirteen Lakhs Eighty-Six Thousand) Warrants convertible in one or more tranches to equity shares of ^10/- each of the Company at a price of ^40/- (including premium of ^30/-) for each Warrant as per the requisite Shareholders'' approval taken on the 14th Day of June 2024, via Postal Ballot.

Your Company has allotted 13,86,000 (Thirteen Lakh Eighty Six Thousand) Equity Share Warrants ("Warrants") to the respective allottees at an issue price of ^ 40/- per Warrant including a premium of ^30/- per share for each warrant for an aggregate consideration of ^ 1,38,60,000.00 (Rupees One Crore Thirty Eight Lakh Sixty Thousand only) i.e., 25% of the total issue price for 13,86,000 warrants i.e. 5,54,40,000 (Rupees Five Crores Fifty Four Lakhs and Forty Thousands only)with a right to the respective warrant holder(s) to apply for and be allotted 1 (One) Equity Share of the face value of ^10/- each of the Company ("Equity Shares") within a period of 18 (Eighteen) months from the date of allotment of the Warrants i.e. 24th Day of June, 2024.

5. SWEAT EQUITY SHARES:

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares during the year under review.

6. DIFFERENTIAL VOTING RIGHTS:

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights during the year under review.

7. EMPLOYEE STOCK OPTIONS:

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options during the year under review.

8. DEBENTURES/BONDS/WARRANTS OR ANY NON-CONVERTIBLE SECURITIES:

During the year under review, the Company has not issued any debentures, bonds, warrants or any nonconvertible securities. As on date, the Company does not have any outstanding debentures, bonds, warrants or any non-convertible securities.

9. LISTING & DEPOSITORY FEE:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge). The Company has paid Listing fees for the financial year 2023-24 according to the prescribed norms & regulations. Company has also paid Annual Custody Fee to National Securities Depository Limited and Issuer Fee to Central Depository Services (India) Limited for the financial year 2023-24. The Company shall not list the Warrants on the Emerge Platform of the National Stock Exchange of India Limited. All the requisite fees in relation to the Warrant has been paid timely.

10. DEMATERIALIZATION OF EQUITY SHARES:

Since, all the shares already in dematerialised form therefore there was no request for the dematerialization.

11. DEPOSITORY SYSTEM:

As the Members are aware, your Company''s shares are trade-able compulsorily in electronic form and your Company has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company''s shares on NSDL & CDSL. The ISIN allotted to the Company''s Equity Shares is INE0G1D01014. The ISIN alloted to the Warrants is ISIN : INE0G1D13019

12. WEBSITE:

https://megaflex.co.in is the website of the company. All the requisite details including various Policies, Management Team, Financial Results, etc., are placed on this website of the company

13. DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.

14. DIVIDEND:

In order to conserve resources, the Board does not recommend any final dividend for the financial year ended 31st March, 2024.

15. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR:

The Company continues to be engaged in the manufacturing of Leno Bags, Sutli and Woven Fabrics. To increase the market size of Leno Bags, your Company has made a supply to the:

(i) Pepsico Holdings India Private Limited and ITC Limited;

(ii) States viz., Jammu & Kashmir, Haryana, Punjab, Uttar Pradesh and Maharashtra through building new network of dealers.

To further expand the horizon of the business, your company has:

(i) Been allotted 6.5 acres land in the district of Khurdha, Orissa from the Odisha Industrial Infrastructure Development Corporation Ltd for setting up of a manufacturing unit of injection and blow moulded plastic containers, Leno Bag, PP Woven Bag, PP Woven Fabrics & Corrugated Box with an annual capacity of 9,600 MT in three phases. In the first phase Company shall set up a manufacturing unit of injection and blow moulded plastic containers.

(ii) Placed order for looms to produce wide width Woven fabric which has a better valued addition. We have also placed order for Leno4P looms on trial basis for producing innovative and specialised leno fabric, which has tremendous market potential. Once the market for such bags develop, we shall add capacity for this fabric. Each loom shall have an annual capacity of 8.55 lakhs vegetable bags. The capacity expansion shall be at its existing facility at Polypark, Howrah, West Bengal.

To finance the above expansion, your Company had made the Issuance of Convertible Equity Share Warrants on a Preferential Basis to the Promoters, Promoter Group and Public and have received 25% i.e. 1,38,60,000 (One Crore Thirty-Eight Lakhs and Sixty Thousands Rupees) of the said Issuance i.e. 5,54,40,000 (Five Crores Fifty-Four Lakhs and Forty Thousands Rupees).

The Board has borrowed loan for an amount of Rs. 124.32 Lakhs in one or more tranches from the Small Industries Development Bank of India (SIDBI) to procure the 400 /- 20 KW solar power equipment for the Company. The solar power equipment is proposed to be installed at the premises situated in Polypark, Howrah for promoting the Green Power.

16. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Material Changes and Commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of the report has been described in point no. 15 of this Report.

17. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

18. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The company has an optimum combination of the Board of Directors as on the 31st March, 2024 comprising of 6 Directors, out of which 3 are Executive and 3 are Non-Executive Independent Directors, 1 Chief Financial Officer and a Company Secretary & Compliance officer as on the date of the report is:

* In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Rakesh Sethia (DIN: 00409033) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

# Due to the prolonged health issues, Mr. Aok Kanodia has resigned from the designation of Independent Director w.e.f. 01/07/2024.

## Pragya Jhunjhunwala was appointed as an Additional Director in the category of the Independent Director by the Board of Directors on the 15th Day of May, 2024. She is later re-designated as the Non-Executive Independent Director w.e.f. the 15th Day of May, 2024 for a term of 5 years upto the 14th Day of June, 2029 subject to the approval sought from the Shareholders via Postal Ballot on the 14th Day of June, 2024.

Form DIR-2 duly initialled by Rakesh Sethia has been annexed in ANNEXURE-A (I)

Form DIR-2 duly initialled by Pragya Jhunjhunwala has been annexed in ANNEXURE-A (II)

19. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Details have been annexed in ANNEXURE-B

20. DECLARATION OF INDEPENDENT DIRECTORS:

Requisite declarations u/s 149(6) of the Companies Act, 2013 declaring the criteria of Independence for the appointment of the Independent Directors has been received by the company. Furthermore, the directors have also given the declaration under the provisions of Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing and Obligations of Disclosure Requirements) Regulations, 2015 and Section 152(5) of the Companies Act, 2013 and rule 8 of Companies (Appointment and Qualification of Director) Rules, 2014 in Form DIR-2.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On appointment, the concerned Directors were issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Company''s finance and other important aspects. The details of Familiarization Programme arranged for Independent Directors have been disclosed on the website of the Company and are available at the following link: https://megaflex. co.in/corporate-governance/

22. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met 5 times during the financial year ended 31st March, 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, details of which are given below:

23. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

2. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have 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 31st March, 2024 and of its Profit/Loss for the year ended on that date;

3. They have taken proper and sufficient care to the best of their knowledge and ability 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; and

4. They have prepared the annual accounts for the year ended 31st March, 2024 on a ''going concern'' basis; and

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

24. COMMITTEES OF BOARD:

The Board of Directors has constituted the following Committees, viz.;

(i) AUDIT COMMITTEE:

The Audit Committee was re-constituted on 23.08.2024. The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company

The Audit Committee comprises of:

Mrs. Parul Mantri, the Company Secretary and Compliance Officer of the Company had acted as the Secretary and Compliance Officer of the Audit Committee.

>5. ROLE OF AUDIT COMMITTEE: The role of the Audit Committee shall include the following:

• Oversight of the company''s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to the board for approval, with particular reference to:

• Matters required to be included in the director''s responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Modified opinion(s) in the draft audit report;

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

• Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the listed entity, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the whistle blower mechanism;

• Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

• Monitoring the end use of funds raised through public offers and related matters.

• Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information:

¦ Management discussion and analysis of financial condition and results of operations;

¦ Statement of significant related party transactions (as defined by the audit committee), submitted by management;

¦ Management letters / letters of internal control weaknesses issued by the statutory auditors;

¦ Internal audit reports relating to internal control weaknesses;

¦ The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

¦ Statement of deviations: (a) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1); (b) annual statement of funds utilized for purposes other than those stated in the prospectus/notice in terms of Regulation 32(7).

(ii) STAKEHOLDER''S RELATIONSHIP COMMITTEE:

The Stakeholder''s Relationship Committee was constituted on 23.08.2024. The Constitution, composition

and functioning of the Stakeholder''s Relationship Committee also meets with the requirements of Section

178 of the Companies Act, 2013. The Stakeholder''s Relationship Committee comprises of:

Mrs. Parul Mantri, the Company Secretary and Compliance Officer of the Company had acted as the Secretary and Compliance Officer of the Stakeholder''s Relationship Committee.

No complaints was received during the year ended 31/03/2024 from any of the investors.

Role of the Stakeholders Relationship Committee

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;

• Review of measures taken for effective exercise of voting rights by shareholders;

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent;

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and

• To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to time.

(iii) NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was re-constituted on 01.07.2024. The Constitution, composition and functioning of the Nomination & Remuneration Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of the Nomination and Remuneration Committee have been accepted by the Board of Directors of the Company

The Nomination & Remuneration Committee comprises of:

Mrs. Parul Mantri, the Company Secretary and Compliance Officer of the Company had acted as the Secretary and Compliance Officer of the Nomination and Remuneration Committee.

26. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to the constitution of Nomination and Remuneration Committee has been constituted by the Board of Director''s of the Company at their meeting held on the 8th Day of July, 2022. Accordingly, the policy related to the Director''s appointment, payment of Remuneration and discharge of their duties have been updated on the website of the company: https://megaflex.co.in/wp-content/ uploads/2022/07/06 NOMINATION-AND-REMUNERATION-POLICY.pdf

27. SHAREHOLDING

The Shareholding Pattern of the Company as on 31st March, 2024 has been updated on the website of the Company: https://megaflex.co.in/shareholding-patterns/

28. AUDITORS:

M/s S. Jaykishan, Practising Chartered Accountants (FRN: 309005E) and Peer Review Certificate No.014338 was appointed as the Statutory Auditors of your Company upto the financial year ended 31st March, 2026 in the Annual General Meeting on the 31st Day of August, 2022 at a remuneration mutually fixed between the Board of Directors of the Company and the Statutory Auditors including the pocket expenses incurred, if any.

Mukesh Chaturvedi, Practicing Company Secretary (M.No. FCS11063; CP No. 3390) and Peer Review Certificate No.939/2020 as the Secretarial Auditor of the Company at a Board Meeting by the Board of the Directors on recommendation of the Audit Committee at the Board Meeting held on the 23rd Day of May, 2023 for the Financial Year 2023-24 at remuneration mutually fixed between the Board of Directors of the Company and Secretarial Auditors including the pocket expenses incurred, if any.

29. STATUTORY AUDITOR''S REPORT:

The notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the year ended 31st March, 2024.

30. PARTICULARS OF LOANS GIVEN, GUARANTEE GIVEN, INVESTMENTS MADE OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review, Section 186 of the Companies Act,2013 have been duly complied with in terms of loan given, investments made or security provided.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

During the financial year under review, the details of the transactions/ contracts/ arrangements entered into with the related party(ies) by the Company have been annexed in the Form AOC-2 in Annexure-C

32. DEPOSITS:

The Company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the Company during the year under review. The Statement has been annexed in Annexure-D

During the year under review, the Company had imported 272.25 Metric Tonne of Raw Material i.e. Polypropylene Plastic (PP).

34. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk Management is the process of identification, assessment and prioritization of risks followed by the coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. The major risks have been identified by the Company and its mitigation process/ measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

35. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

36. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (VIII) OF COMPANIES (ACCOUNTS) RULES, 2014:

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

37. DISCLOSURE FOR MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013:

The provisions of section 148(1) are not applicable to the Company. Hence the Company is not required to maintain cost accounts and records.

38. COMPLIANCE WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013:

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (the ICC) at all relevant locations in West Bengal to consider and resolve the complaints related to sexual harassment. The ICC includes Cs Pragya Jhunjhunwala, external members with relevant experience and three internal members Ms. Sweta Singhi, Mr. Sanjay Kumar Singh and Mr. Raunak Tater. The ICC, is presided over by the Chairwoman Ms. Sweta Singhi. During the year under review, there were no complaints pertaining to sexual harassment.

Accordingly, the policy related to the Prevention of Sexual Harassment has been updated on the website of the company: https://megaflex.co.in/wp-content/uploads/2023/01/Policy-on-Prevention-of-Sexual-Harassment. pdf

The following is the summary of Sexual Harassment Complaints received and disposed off during the Calendar Year 2023:

a. Number of Complaints of Sexual Harassment at the beginning of the Financial year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of Complaints pending as on the end of the Financial year: NIL

d. Nature of action taken by the Company: NA The Detailed Report has been annexed in Annexure-E

39. REPORTING OF FRAUDS

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under Section 143(12) of the Act.

40. SECRETARIAL STANDARDS

Applicable Secretarial Standards, i.e. SS-1 relating to ''Meetings of the Board of Directors'' and SS-2, relating to ''General Meetings'', have been duly followed by the Company during the year under review.

41. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, your Company has reappointed Mr. Mukesh Chaturvedi, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2023-24 is provided as Annexure-B of this report. There are no qualifications or reservations or adverse remarks or disclaimer in the said Secretarial Audit Report in Form MR-3. The same has been annexed in Annexure F

42. STATEMENT OF DEVIATION(S) OR VARIATIONS(S) AS PER THE REG. 32(7)(A) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Your Company has received Rs.1,38,60,000.00 (One crore Thirty-Eight Lakhs Sixty Thousand Rupees Only) i.e. 25% of the Warrants Issue Amount i.e. Rs. 5,54,40,000/-. Details of the utilization has been mentioned below:

Note:

# Issue Related Expenses are made by the Company from internal accruals for the time being till the warrants'' conversion amount is received, such amount will be reimbursed or recouped from the proceeds of this preferential issue of warrants.

## Total Issue Amount Rs. 5,54,40,000.00. Amount Received Rs. 1,38,60,000.00. Amount spend Rs. 77,00,000.00. Balance Rs. 61,00,000.00 Fixed Deposit has been created.

43. ACKNOWLEDGEMENT

Your Directors record their appreciation for the full co-operation received from the banks, other agencies and departments. The Directors are also thankful to staff and workers for their sincere co-operation and performance.

For and on behalf of the Board SD/-

Mohan Lal Parakh

Place: KOLKATA Chairman & Whole Time Director

Date: 23/08/2024 (DIN-02186254)