Mega Corporation Ltd Directors Report

FOR THE FINANCIAL YEAR ENDED 2024-25 TO THE MEMBERS OF MEGA CORPORATION LIMITED

Your Directors have pleasure in presenting the 40th Annual Report together with audited accounts for the year ended 31st March 2025. The summarized financial results of the Company are presented hereunder:

FINANCIAL RESULTS

(Amount in Lakhs)

Particulars	Standalone Financials
	2024-25	2023-24
Revenue from Operations	601.62	382.70
Other Income	12.77	41.76
Total Income	614.39	424.46
Total Expenses	577.65	370.96
Profit/ (Loss) before exceptional items & tax	36.74	53.50
Exceptional Item	0.00	0.00
Profit/(Loss) before tax	36.74	53.50
Tax Expenses
• Current Year	--	--
• Previous Year	--	--
• MAT Entitlement	--	--
• Deferred Tax	11.71	27.56
Profit/ (Loss) for the period	25.03	25.94
Other Comprehensive Income	73.90	18.94
Total comprehensive Income	98.93	44.88
Paid up Equity Share Capital	2000	1000
Earnings Per Share	0.08	0.04

STATE OF COMPANYS AFFAIRS

The total revenue was registered at Rs.614.39 Lakhs as against Rs.382.70Lakhs in previous year. The Profit for the year was Rs.36.74 Lakhs and profit after Tax was Rs.25.03 Lakhs. The Earning per Share (“EPS”) was at Rs.0.08 for the financial year 2024-25.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2024-25

There were no other material changes and commitment affecting the financial position of company after the close of financial year 2024-25.

DIVIDEND AND RESERVES

During the Reporting Period, the company has earned nominal net profit of Rs.25.03 Lakhs and the management has decided to reinvest the money for the purpose of expansion and overall growth of the company.

Hence, your management recommended no dividend for the financial year ended March 31, 2025 and will increase efforts to enhance the profit in coming financial year. Further your Directors do not propose to transfer any amount to the general reserve.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company consists of the following Directors as on 31st March, 2025:

1. Mr. Surendra Chhalani	- Executive Director
2. Mrs. Anisha Anand	- Executive Director
3. Mr. Vikram Anand	- Non Executive Non Independent Director
4. Mr. Kunal Lalani	- Non Executive Non Independent Director
5. Mr. Surendra Kumar Chhajer	- Non Executive Independent Director
6. Mr. Surendra Kumar Pagaria	- Non Executive Independent Director

Pursuant to the provisions of Section 203 of the Act, Your Company also consists of the following Key Managerial Personnel (KMP):

1. Mr. Surendra Chhalani (Chief Financial Officer)

2. Mr. Shashwat Chaudhary (Company Secretary cum Compliance Officer)

A. Change in Board of Directors during the financial year:

There are no other changes in the composition of Board of Directors during the year under review.

B. Change in Board of Directors after the end of financial year 2024-25:

There are no other changes in the composition of Board of Directors after the end of the financial year 2024-25.

C. Directors liable to retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Surendra Chhalani (Executive Director) (DIN: 00002747) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mr. Surendra Chhalani is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/ Chairmanship of Board and Committees, shareholdings and inter-se relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the ‘Annexure to the Notice of AGM forming part of the Annual Report.

D. Change in KMP during the financial year:

During the period under review. Ms. Krashmee Bhartiya tendered her resignation from the position of Company Secretary and Compliance Officer of the Company w.e.f. 14th February, 2025.

E. Change in KMP after the financial year:

Mr. Shashwat Chaudhary has joined as Company Secretary and Compliance Officer of the Company w.e.f. 12th March, 2025. Mr. Chaudhary is a qualified Company Secretary and a law graduate having 2 years of working experience in corporate and securities laws.

DECLARATION BY THE INDEPENDENT DIRECTORS

All the independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act read with regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations, as amended. They also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD

The Board met Fourteen times (14) times during the financial year 2024-25. The meeting details are provided in the corporate governance report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

During the FY 2024-25, all the meetings of the Board were held at the Companys Registered Office in New Delhi, through physical mode.

COMMITTEES OF THE BOARD

As on March 31, 2025, the Board had three committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee.

During the FY 2024-25, the Audit Committee of the Board met eight (8) times, the Nomination & Remuneration Committee met eight (8) times, Stakeholders Relationship Committee met one (1) time. Details of constitution, terms of reference of the Committees, and attendance of Directors at meetings of the Committees are provided in the Corporate Governance Report forming part of Annual Report.

During the year, all recommendations made by the committees were approved by the Board. Details of constitution, terms of reference of the Committees, and attendance of Directors at meetings of the Committees are provided in the Corporate Governance Report forming part of Annual Report.

CHANGE IN SHARE CAPITAL

During the financial year 2024-25, the company has made right issue of equity shares to the members of the Company in compliance with the provisions of Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has received proceeds of Right issue in year ended March 2025, wherein 10,00,00,000 fully paid-up equity shares of Rs.1/- each without any premium, were allotted on rights basis to the eligible shareholders on 23rd January, 2025, in its Bank Account. The funds raised have been used for the purposes stated in the offer document and there has been no deviation in the use of such funds. Date of allotment of shares by the Board of Director is 23rd January, 2025.

Object for which the funds have been raised:

1. To augment our capital base and provide for our fund requirements for increasing our operational scale with respect to our NBFC activities; and

2. General Corporate Purposes.

Utilization details:

S. No.	Particulars	Amounts (in Lakhs)	Objects Fulfilled (in Lakhs)	Balance
1	Meeting Working Capital Requirements	755	964.01	-
2	General corporate purposes	225	2.34	-
3	Issue related expenses	20	34.45	-
	Total	1000	1000.8	-
	Less : Non Receipts of Call Money	0	0	-
	Net Proceeds from the Right Issue	1000	1000.8	-

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed a training policy for its directors, which aims at honing leadership qualities and providing a platform to share the knowledge, skills and expertise gained by the Directors. They are also provided with documents about the Company which includes the Companys Profile, Memorandum and Articles of Association, Brochure, Annual Report, targets and achievements, and Board approved policies, terms of reference of Committees of Board. Along with this, the Company also provides with information on provisions on duties, responsibilities, disqualification of Directors under SEBI LODR and the Companies Act, 2013 and any other law as required.

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business. The details of Familiarization Programme arranged for Independent Directors have been disclosed on website of the company which can be accessed through following link:

https://admin.megacorpltd.com/downloads/138-familiarization-policy-mega-corporation.pdf

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Regulation 25(3) of LODR Regulations and Schedule IV of the Companies Act, 2013, one separate meeting of Independent Directors was held on 10th March, 2025 without the presence of other Board Members.

REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in the Boards Report.

SECRETARIAL STANDARDS

During the financial year, the Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

HUMAN RESOURCES DEVELOPMENT

Attracting, developing, and retaining talent remain the cornerstone of our Human Resource function, reflecting the critical role human capital plays in driving strategic initiatives such as growth. Our robust Talent Acquisition framework enables the Company to align unpredictable business demands with a steady supply of skilled resources, supporting both organic and inorganic growth.

Recognizing that Human Resources are the most valuable asset in a financial services organization, our succession plans for all key positions were promptly activated when required, ensuring seamless leadership transitions, continuity, and stability.

We actively promoted cross-functional deployment of resources, reducing dependence on external hiring and fostering multi-tasking capabilities among employees. This approach ensured optimal utilization of our workforce, generated significant cost savings in recruitment, and strengthened our hiring processes to secure high-quality, cost- effective talent when needed.

Our ultimate objective is to build a strong, cohesive, and consistent team where each member is as capable and resilient as the next. To this end, we conduct various employee benefit programs, recreational activities, and teambuilding initiatives aimed at enhancing skills, boosting motivation, and nurturing team spirit.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on “Prevention of Sexual Harassment of Women at the Workplace”, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the financial year nor were any pending unresolved complaints as on 31st March 2025. A policy on “Prevention of Sexual Harassment of Women at the Workplace” is available the website of the Company and can be accessed through the below mentioned link:

https://admin.megacorpltd.com/downloads/300-Policy-on-Prevention-of-Sexual-Harassement.pdf BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Business Excellence forms an integral part of our Business Management approach, involving the application of quality management principles and tools to enhance operational efficiency. It is embedded in our organizational culture and serves as a key enabler of our commitment to higher customer satisfaction, enhanced stakeholder value, and improved process management through a continuous cycle of improvement.

Innovation in services and business models remains a core priority for the Management, complemented by a strong customer-focused culture aimed at fostering long-term, sustainable relationships with our clients.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Vikash Gupta & Co., Practicing Company Secretaries (holding Certificate of Practice bearing No. 10785), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed herewith marked as “Annexure-A” in Form No. MR-3 and forms an integral part of this Report. No qualifications, reservations and adverse remarks were contained in the Secretarial Audit Report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Our Company had a subsidiary namely Mega Airways Limited and the same was merged with our company on 09th August, 2019 by the order of honble National Company Law Tribunal of Delhi vide order no.1257. Further, there was no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of financial statements of the subsidiary company in form AOC - 1 is not required to be attached as the subsidiary company Mega Airways Limited has been merged with our company.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006, that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended from time to time.

Your Company has always believed that a system of strict internal control, including suitable monitoring procedures and transparency, is an important factor in the success and growth of any organization. It also ensures that financial and other records are reliable for preparing financial statements.

Internal Audit Reports and significant audit observations are brought to the attention of the Audit Committee of the Company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements.

Your Company ensures adequacy, commensurate with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

INTERNAL AUDIT

The Internal Audit for the financial year 2024-25 was conducted by M/s. Vikash Gupta & Co., Practicing Company Secretaries, New Delhi. The objective of the Internal Audit was to assess whether the Companys operations are being carried out effectively and in compliance with prescribed processes, procedures, and norms. Guided by the Audit Committee, the Internal Auditor evaluated the adequacy and effectiveness of key internal controls to ensure robust governance and operational efficiency.

RISK MANAGEMENT

Risk is an integral part of business and your Company is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

Broad categories of risk faced by the Company are Credit Risk, Market Risk, Operational Risk, Fraud Risk, and Compliance Risk. The risk management policies are well defined for various risk categories supplemented by periodic monitoring by the Board.

Credit Risk: The credit aspects in the Company are primarily covered by the Credit Policy and Delegation of Authority approved by the Board of Directors. The Company measures, monitors and manages credit risks at individual borrower and portfolio level.

Market Risk: Market Risk management is guided by clearly laid down policies, guidelines, processes and systems for the identification, measurement, monitoring and reporting of exposures against various risk limits.

Operational Risk: The Company has put in place a comprehensive system of internal controls, systems and procedures for documenting, assessing and periodic monitoring of various risks and controls linked to various processes across all business lines. The Board on periodic basis identify and mitigate operational risks to minimize the risk and its impact.

Fraud Risk: The Company has adopted a robust Fraud Risk Management framework. It has an effective and very strong fraud risk governance mechanism that encompasses controls covering below objectives:

1. Prevent (reduce the risk of fraud from occurring)

2. Detect (discover fraud when it occurs) and

3. Respond (take corrective action and remedy from the harm caused by fraud).

Compliance Risk: The Company has a robust compliance risk management framework in place guided by a Board which lays down the roles and responsibilities of employees towards ensuring compliance with the applicable laws and regulations as also the role of the Compliance Department in monitoring compliance.

The Companys governance culture supported by sound risk management is aimed at ensuring it remains resilient during challenging periods and forge a sustainable future for the organization.

ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/ MCA, is hosted on the Companys website and can be accessed at:

https://admin.megacorpltd.com/downloads/329-draft-MGT-7.pdf

CORPORATE GOVERNANCE

Your Companys Corporate Governance Practices are a reflection of the value system encompassing culture, policies and relationships with its stakeholders. Integrity and transparency are a key to Corporate Governance Practices to ensure that the Company gain and retain the trust of its stakeholders at all times. Your Company is committed for highest standard of Corporate Governance in adherence of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance forms an integral part of this annual report. A Certificate from the M/s. Vikash Gupta & Co. Practicing Company Secretaries, confirming compliance by the Company with the conditions of Corporate Governance as stipulated in Regulation 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also annexed as “Annexure-B” to this Annual Report.

The details of Director, liable to retire by rotation and seeking re-appointment, are made part in the Notice of 40th AGM under Brief Profile of Directors seeking Re-Appointment as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as prescribed under the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms in terms of Section 134(3)(c) of the Companies Act, 2013 that :

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable Accounting Standards have been followed and there are no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2025 and of the profits of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

ANNUAL PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its Committees, and of individual Directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05th January, 2017.

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

The Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors held on 10th March, 2025, performance of Non-Independent Directors and the Board as a whole was evaluated.

For Independent Directors, performance evaluation is conducted based on criteria such as the considerations that led to their appointment on the Board, delivery against those expectations, contribution to the Board and its Committees, attendance at meetings, impact on the performance of the Board/Committees, sharing of best and emerging practices, engagement with the top management, and participation in strategy sessions.

One of the key functions of the Board is to monitor and review the Board evaluation framework. In consultation with the Nomination and Remuneration Committee, the Board defines the evaluation criteria for the performance of the Chairman, the Board, its Committees, and individual Directors (executive, non-executive, and independent), excluding the Director being evaluated.

Independent Directors are assessed on their ability to:

• Contribute to and oversee corporate governance practices.

• Introduce international best practices to address business challenges and risks.

• Actively participate in long-term strategic planning.

• Fulfill fiduciary duties, including active participation in Board and Committee meetings.

The Company has formulated a policy for the performance evaluation of the Independent Directors, the Board, its Committees, and other Directors, with specific criteria for both Executive and Non-Executive Directors.

Outcome of the Evaluation:

The evaluation exercise indicated that the Board functions as a cohesive, well-engaged body that benefits from diverse perspectives. Discussions reflect an appropriate balance between strategic and operational matters. Directors from varied professional backgrounds contribute complementary insights, enriching deliberations at both Board and Committee levels.

The Board is actively engaged on key issues relating to strategy, talent, risk, and governance. It was also noted that the Committees are functioning effectively, addressing matters within their terms of reference as mandated by law, as well as other significant issues, with updates provided to the Board.

In light of the evolving external environment, the Board acknowledged the need for more frequent strategic sessions, with greater emphasis on sustainability. Specific focus areas have been identified for further engagement, which will be acted upon in due course.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 is presented in a separate section forming part of this Annual Report, and gives detail of overall industry structure, developments performance and state of affairs of the Companys operations during the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Being a Non-Banking Financial Company, we are not involved in any industrial or manufacturing activities and therefore, the Companys activities involve very low energy consumption and have no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy consumption.

There has been no earnings and outgo in foreign exchange during the financial year 2024-25.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith and forms part of this Report as “Annexure-C”.

DEPOSITS

During the financial year 2024-25. the Company has not accepted any deposits from the public as governed by the provision of section 73 to 76 or any other relevant provision of the Companies Act, 2013 and rules framed their under.

SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNAL

During the financial year 2024-25, there were no significant or material orders passed by the Regulators or Courts or Tribunals which affect the going concern status of the Company and its operations in future.

STATUTORY AUDITORS AND AUDITORS REPORT

On the Recommendation of the Audit Committee and pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. AGMS & Co., Chartered Accountants, Uttar Pradesh (Firm Registration No. 021141N) were appointed as the Statutory Auditor of the Company to hold office for a term of five (5) consecutive years at 36th Annual General Meeting held on 30th September, 2021 till the conclusion of 41st Annual General Meeting at a remuneration as may be decided by the Audit Committee and Board of Directors.

During the FY2024-25, M/s. AGMS & Co., Chartered Accountants has tendered their resignation as the statutory auditor of the Company w.e.f. 09th August, 2024 due to health concerns and old age of Mr. Chuni Lal Golchha, engaged partner responsible for conducting the statutory audit of the company. Subsequently, M/s. Manish Pandey & Associates, Chartered Accountants, Uttar Pradesh (Firm Registration No. 019807C) were appointed as the Statutory Auditor of the Company in casual vacancy to hold office upto the date of 40th Annual General Meeting of the Company.

The Report given by the Auditor on the financial statement of the Company is part of this Annual Report. The Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

LISTING OF SECURITIES

The Companys shares are listed on BSE Limited. Your company has paid requisite annual listing fees to Stock Exchanges.

PARTICULARS OF EMPLOYEES

None of the employees of your company is drawing remuneration exceeding limits laid down under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the Details required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of remuneration of director to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure-D.

The total manpower strength of Mega as on 31st March, 2025, stood at 09. Among 09 employees, 04 are technically and professionally qualified. There was a total of 01 women employees as on 31st March, 2025.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961 AND LABOUR LAW COMPLIANCES

During the year under review, the Company has duly complied with the provisions of the Maternity Benefit Act, 1961. In this regard, Ms. Krashmee Bhartiya, an employee of the Company, has been extended all benefits admissible to her under the said Act, including maternity leave and other prescribed entitlements.

Further, the Company confirms that it is in compliance with all other applicable labour and employment laws and continues to maintain a healthy, safe and inclusive workplace for its employees.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time.

POLICY FOR DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of 31st March, 2025, the Board had six members, consisting of executive directors, non-executive directors and non-independent directors. The Company also has one women director on its Board in Compliance with the provision of Section 149 of Companies Act, 2013.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at

https://admin.megacorpltd.com/downloads/295-Nomination-and-Remuneration-Policy.pdf

It is affirmed that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

RELATED PARTY TRANSACTIONS

Your Company has consistently followed the practice of entering into related party transactions solely in the ordinary course of business and on an arms length basis, in line with its commitment to the highest standards of ethics, transparency, and accountability.

Transactions entered with related parties, as defined under Section 2(76) of the Companies Act, 2013 and regulations 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year 2024-25 were mainly in the ordinary course of business and on an arms length basis.

Prior approval of the Audit Committee is obtained by the Company before entering into any related party transaction as per the applicable provisions of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the provisions of Section 188 of the Companies Act, 2013 and regulations 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Board of Directors is also obtained for entering into related party transactions by the Company. A quarterly update is also given to the Audit Committee and the Board of Directors on the Related Party Transactions undertaken by the Company for their review and consideration.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure E to this Annual Report.

The Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, is available on the Companys website and may be accessed at:

https://admin.megacorpltd.com/downloads/302-Related-Partv-Transaction-policv.pdf

Pursuant to Regulation 23(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the year ended 31st March, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder forms a part notes to the Financial Statements as on 31st March, 2025.

INDUSTRIAL AND HUMAN RELATIONS

Since the Company operates as a Non-Banking Financial Company and is not engaged in manufacturing or factory- based activities, matters relating to industrial relations do not arise. The Company continues to maintain cordial and harmonious relations with its employees and staff at all levels. The management places high emphasis on employee engagement, professional development, and creating a conducive work environment to ensure sustained organizational growth and compliance with applicable labour and employment laws.

POLICIES & DISCLOSURES

VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a “Whistle Blower Policy and Vigil Mechanism” and which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 23(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted the Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behavior, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements. Further, no person has been denied access to the Audit Committee.

The Whistle Blower policy can be accesses on the Companys Website at the link: https://admin.megacorpltd.com/ downloads/140-whistle-blower-policy.pdf

CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code for Prohibition of Insider Trading, under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, which lays down the process of trading in securities of the Company by the employees, designated persons and connected persons and to regulate, monitor and report trading by such employees and connected persons of the Company either on his/ her own behalf or on behalf of any other person, on the basis of unpublished price sensitive information.

The Company reviews the policy on need basis. The Code for Prohibition of Insider Trading is available on the website of the Company at the link:

https://admin.megacorpltd.com/downloads/294-Insider-Trading-Policv.pdf

CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Pursuant to Regulation 8(1) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Company has a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, with a view to lay down practices and procedures for fair disclosure of unpublished price sensitive information through SDD software that could impact price discovery in market for its securities.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company at the link:

https://admin.megacorpltd.com/downloads/294-Insider-Trading-Policy.pdf CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board.

However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

OTHER DISCLOSURES RELATED TO FINANCIAL YEAR 2024-25

a) Your Company does not have any Employee Stock Option Scheme & Employee Stock Purchase Scheme for its Employees/Directors.

b) Your Company has not issued shares with differential rights as to dividend, voting or otherwise.

c) Your company has not made any application nor is any proceeding pending under insolvency and bankruptcy code 2016.

d) Your company has not obtained one time settlement from the Bank or Financial Institution. Therefore, as per rule 8(5)(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

e) Neither the Managing Director nor the Whole-time Director(s) of the Company nor CFO of the company receive any remuneration or commission from any of its subsidiary companies.

f) There is no material subsidiary* of company, so no policy on material subsidiary is required to be adopted.

* “Material Subsidiary” shall have the meaning as defined in Regulation 16(1)(c) of the LODR Regulations, pursuant to which a material subsidiary means a subsidiary, whose turnover or net worth exceeds 10% (ten percent) of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

g) There is no change in the nature of business of company during the financial year 2024-25.

h) The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

i) The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principle of any of its debt securities.

j) Disclosures pursuant to RBI Master Directions, unless provided in the Directors Report, form part of the notes to the standalone financial statements and Report on Corporate Governance.

GREEN INITIATIVE

Electronic copies of the Annual Report 2024-25 and the Notice of 40th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participants(s). For members who have not registered their email addresses, were provided an opportunity to register the same. We strongly promote the purpose and intention behind Green Initiative, and accordingly the required processes and efforts have been made to encourage the shareholders to get their email addresses registered, so that Annual Reports, Notices and all other concerned information can be received by them.

Further, pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing the web-link, including the exact path, where complete details of the annual report is available to those shareholder(s) who have not registered their email address(es) either with the Depositories or Company or Registrar & Share Transfer Agent (RTA) of the Company has been sent.

CAUTIONARY STATEMENT:

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be forward-looking statements within the meaning of applicable laws and regulations. Important developments that could affect the Companys operations include a downtrend in the financial services industry - global or domestic or both, significant changes in the political and economic environment in India or key markets abroad, tax laws, litigation, labour relations, exchange rate fluctuations, interest and other factors. Actual results might differ substantially or materially from those expressed or implied.

This report should be read in conjunction with the financial statements included herein and the notes thereto.

ACKNOWLEDGEMENTS

Your Directors thank the Companys stakeholders in large including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company at all levels. Your Companys consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Board sincerely expresses its gratitude to Reserve Bank of India, Securities and Exchange Board of India and Ministry of Corporate Affairs for the guidance and support received from them including officials there at from time to time. Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. The Company will make every effort to meet the aspirations of its Shareholders.

	For and on behalf of the Board of Directors
		Mega Corporation Limited
	Sd/-	Sd/-
	(Surendra Chhalani)	(Kunal Lalani)
Place: New Delhi	Director and CFO	Director
Date: 29.08.2025	DIN:00002747	DIN:00002756