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To, The Members Mega Fin (India) Limited

The Board of Directors present the 44th Annual Report on the business and operations of Mega Fin (India) Limited (the Company) along with Audited Financial Statements for the year ended March 31, 2026 .

Prepared in compliance with the Companies Act, 2013, SEBI (LODR) Regulations, 2015, based on standalone financial statements .

Overview of Financial Performance & State of Affairs

(In Thousand)

PARTICULARS	2025-26	2024-25
Revenue from Operations	-	2994.41
Other Income	-	-
Total Income	-	2994.41
Less: Operating Expenses	-	-
Less: Other Expenses other than depreciation and interest	646.15	310.25
Gross Profit/(Loss) before Depreciation and Interest	(646.15)	2684.16
Less: Finance Costs	-	-
Less: Depreciation and Amortization Expense	-	-
Profit/(Loss) before Tax before exceptional and extra-ordinary items	(646.15)	2684.16
Exceptional and Extra-ordinary Item	-	-
Profit/(Loss) before Tax after exceptional and extra-ordinary items	(646.15)	2684.16
Less: Tax Expense (Net)
Current Tax	-	376.11
Deferred Tax	-	-
Provisions	-	-
Profit/(Loss) After Tax	(646.15)	2308.05

Amounts in Thousands except otherwise stated.

Business Overview

? MFIL is part of Indias private sector financial services companies; shares listed on BSE Limited.

? Core Investment Company with interests in: financing and advancing short term and long term loans and credits to individuals, companies or association of individuals; merchant banking; commercial financing; stock broking; other financial services activities.

? During the year, no revenue from operations was recorded (PY: INR 2994.41 Thousands).

? The company suffered a loss of INR 646.15 Thousands (PY: net profit INR 2308.05 Thousands).

Change in Nature of Business

No change during the year under review.

Dividend

Directors do not recommend dividend for FY ended March 31, 2026.

Deposits

No deposits accepted from the public during the year. No amount on account of principal or interest on deposits outstanding as on March 31, 2026.

Status of Listing and Trading of Equity Shares

? Equity shares continue to be listed on BSE Limited.

? Trading is currently suspended by BSE Limited due to penal reasons and non-payment of Annual Listing Fees (ALF) dues. The Company is taking appropriate steps to address the matter.

Material Changes and Commitments

No material changes and commitments affecting the financial position occurred between the close of FY 2025-26 and the date of the report.

Significant and Material Orders

No Significant Order passed by Regulators/Courts/Tribunals impacting going concern status and operations in future.

Corporate Governance

Pursuant to Regulation 15(2)(a) of SEBI (LODR) Regulations, 2015 , Corporate Governance provisions are not applicable - paid-up equity share capital does not exceed INR 10 crore and net worth does not exceed INR 25 crore as on the last day of the previous financial year. Company is exempt.

Annual Return

Prepared per Section 92(3) of the Act for FY ended March 31, 2026, available at www.megafin.in . To be filed with ROC within prescribed timelines per Rules 11 and 12 of Companies (Management and Administration) Rules, 2014.

Board of Directors

As on March 31, 2026, Board comprised 4 (four) Directors :

? 2 Executive Directors

? 2 Non-Executive Independent Directors

Board Composition Table

Sr. No Name of Director	DIN	Designation
1 Ajay Shankarlal Mittal	00226355	Chairman & Director
2 Shweta Atul Phanse	07146218	Executive Director
3 Archana Maheshwari	09180967	Non-Executive Independent Director
4 Hema Vikas Shah	09718467	Non-Executive Independent Director

Appointment/Re-appointment/Re-designation during FY 2025-26

No appointment, re-appointment or re-designation of any Director occurred.

Re-appointment of Director retiring by rotation

Mr. Ajay S Mittal (DIN: 00226355) retires by rotation at the ensuing AGM (scheduled November 14, 2026 ) under Section 152(6). Resolution for re-appointment forms part of the Notice; profile in annexure to Notice.

Pecuniary Relationship

Non-Executive Directors had no pecuniary relationship or transactions with the Company other than sitting fees, commission as applicable, and reimbursement of expenses for attending meetings.

Independent Directors

As on March 31, 2026: Mrs. Hema Shah and Mrs. Archana Maheshwari were Independent Directors.

? Declarations received under Section 149(7) and SEBI LODR confirming criteria of Independence under Section 149(6).

? Comply with Code of Conduct under Schedule IV.

? None disqualified under Section 164(2).

? All registered with Indian Institute of Corporate Affairs (IICA), Manesar and names included in the Independent Directors Data Bank.

Familiarization Programme

Company keeps directors informed; details on website www.megafin.in .

Terms and Conditions of Appointment

Stipulated under Sections 149, 150 and 152 read with Schedule IV; details on website.

Board Evaluation

Annual evaluation carried out per the Act, SEBI LODR and applicable governance guidelines. Nomination and Remuneration Committee (NRC) conducted internal evaluation. Criteria included: Board Composition, process, dynamics, quality of deliberations, strategic discussions, effective reviews, committee participation, governance reviews. Individual directors evaluated on preparedness, meaningful/constructive contribution, inputs. Chairman evaluated on key aspects of his role. Separate meeting of Independent Directors evaluated performance of Non-Independent Directors, the Board as a whole, and the Chairman. Outcomes discussed by the Board.

Key Management Personnel

As on March 31, 2026, per Section 2(51) and 203:

Sr. No Name	Designation
1 Mr. Mahesh Mhatre	Chief Executive Officer

? Ms. Pooja Agrawal resigned as Company Secretary w.e.f. close of business hours on April 1, 2024; no appointment made thereafter up to date of Report. No CS appointed as KMP during the year.

? Mrs. Sonal Gupta resigned as Chief Financial Officer w.e.f. close of business hours on September 24, 2024; no appointment made thereafter up to date of Report. No CFO appointed as KMP during the year.

? No appointment or resignation of any KMP during FY 2025-26.

Board Meetings

Board met 5 (Five) times during the year. Gap between any two consecutive meetings did not exceed 120 days .

Sr. No Name of Director	Category	Meetings entitled/held	Meetings attended
1 Ajay Shankarlal Mittal	Chairman & Director	05	05
2 Shweta Atul Phanse	Executive Director	05	05
3 Archana Maheshwari	Non-Executive Independent Director	05	05
4 Hema Vikas Shah	Non-Executive Independent Director	05	05

Committees of the Board

Statutory Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

A) Audit Committee

Constituted under Section 177, Companies (Meeting and Its Powers) Rules, 2014, Regulation 18 of SEBI LODR 2015.

? Reviews Internal Auditor reports, meets Statutory Auditors, reviews accounting policies.

? As on March 31, 2026: 3 (three) directors, of which 1 (one) is Independent Director, and includes the Chairman. Members financially literate per Regulation 18(1)(c).

? Met 4 (Four) times during the year; all members present at all meetings

. Sr. No Name	Category	Entitled/held	Attended
1 Mrs. Archana Maheshwari (Chairman)	Non-Executive Independent Director	04	04
2 Mrs. Shweta Phanse	Executive Director	04	04
3 Mr. Ajay S Mittal	Director	04	04

B) Nomination and Remuneration Committee

Constituted under Section 178 read with Regulation 19(1) of SEBI LODR 2015. Identifies (a) criteria for qualifications, positive attributes, independence of a director; (b) guiding principles for payment of remuneration to Directors, KMP and other employees.

? As on March 31, 2026: 3 Directors - 1 Executive Director and 2 Independent Directors.

? Met 1 (one) time; all members present.

Sr. No Name	Category	Entitled/held	Attended
1 Mrs. Shweta Phanse (Chairman)	Executive Director	01	01
2 Mrs. Archana Maheshwari	Non-Executive Independent Director	01	01
3 Mrs. Hema Shah	Non-Executive Independent Director	01	01

C) Stakeholders Relationship Committee

Constituted under Section 178 and Regulation 20 of SEBI LODR 2015. Scope: review/address grievances re share transfers, transmission, non-receipt of annual report, non-receipt of dividend, etc.; investigate matters to facilitate better investor services.

? As on March 31, 2026: 3 Directors - 2 Independent Directors including the Chairman.

? Met 1 (One) time; all members present.

Sr. No Name	Category	Entitled/held	Attended
1 Mrs. Archana Maheshwari (Chairman)	Non-Executive Independent Director	01	01
2 Mrs. Shweta Phanse	Executive Director	01	01
3 Mrs. Hema Shah	Non-Executive Independent Director	01	01

Vigil Mechanism

Per Section 177 and Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014. Allows Directors and employees to report concerns about unethical behaviour, actual/suspected frauds, violation of code of conduct/business ethics, and leak of Unpublished Price Sensitive Information. Provides safeguards against victimization. No person denied access to the Chairman of the Audit Committee. Whistle-Blower Policy at www.megafin.in .

Internal Financial Controls and Adequacy

Proper and adequate internal control systems commensurate with nature, size and complexity. Comprise policies/procedures ensuring reliability of financial reporting, compliance with policies/laws, and economic/efficient acquisition and protection of assets. Audit Committee evaluates efficiency and adequacy.

General Meetings

During FY 2025-26, the Company did not convene or hold any General Meetings .

Auditors and Auditors Report

Statutory Auditors

? Company did not have a Statutory Auditor in office during FY 2025-26.

? At the Extraordinary General Meeting (EGM) held September 21, 2026, M/s. Mathur & Co., Chartered Accountants (Firm Registration No. 001952C) were appointed as Statutory Auditors for FY 2025-26.

? Appointment for a term of three consecutive years commencing April 1, 2026 proposed for members approval at ensuing AGM.

? Statutory Auditors Report for FY 2025-26 does not contain any qualifications, reservations, adverse remarks or disclaimers. No fraud reported under Section 143(12). Unmodified opinion on adequacy and operating effectiveness of internal financial controls.

Secretarial Auditors

? Pursuant to Regulation 24A of SEBI LODR and Section 204 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, members at EGM held September 21, 2026 approved appointment and remuneration of M/s Nishtha Khandelwal & Associates, Practicing Company Secretary (Membership No. A71865; Certificate of Practice No. 27466) as Secretarial Auditor for FY 2025-26.

? Further, per amended Regulation 24A, approved appointment for a term of Three (3) consecutive years commencing April 1, 2026 (Firm Registration No. S2024MH989400), subject to members approval at ensuing AGM.

? Consented and confirmed appointment within prescribed limits; not disqualified.

? Secretarial Audit Report annexed as Annexure - A

Internal Auditor

M/s Rajat Kala & Associates , Chartered Accountant firm, Mumbai, appointed as Internal Auditor for FY 2025-26 under Section 138 read with Rule 13 of Companies (Accounts) Rules, 2014.

Cost Records and Cost Audit

Provisions of Section 148 not applicable for FY 2025-26. Per Rule 4 of Companies (Cost Records and Audit) Rules, 2014, cost audit not applicable. No cost auditor appointed.

Explanation/Comments to Qualifications

Statutory Auditors Report and Secretarial Audit Report for year ended March 31, 2026 do not contain any qualification, reservation, adverse remark or disclaimer requiring explanations/comments by the Board.

Frauds Reported under Section 143(12)

Neither statutory nor secretarial auditors reported any instances of fraud committed against the Company by officers or employees.

Disclosure of Accounting Treatment

Indian Accounting Standards notified under Section 133 read with Companies (Indian Accounting Standards) Rules, 2015 followed.

Corporate Social Responsibility (CSR)

Section 135 and rules not applicable for the year - Company does not meet any prescribed criteria relating to net worth, turnover or net profit during immediately preceding financial year.

Management Discussion and Analysis Report

Separate report enclosed as Annexure - B per Regulation 34 of SEBI LODR (Pages 18).

Subsidiary/Joint Ventures/Associate Companies

Company does not have any subsidiary/joint ventures/associate companies during the year.

Dematerialisation of Shares

Approximately 0.35% of total shares in dematerialized form as on March 31, 2026. ISIN: INE524D01015 .

Particulars of Loans, Guarantees or Investments under Section 186

Requisite disclosures contained in the financial statements.

Related Party Transactions

? Policy on Related Party Transactions available at www.megafin.in.

? During FY 2025-26, all contracts/arrangements/transactions with related parties, including material modifications, were in the ordinary course of business and on arms length basis, approved by the Audit Committee.

? None material requiring shareholder approval under Section 188(1) read with Regulation 23(4).

? Form AOC-2 not applicable per Section 134(3)(h) read with Rule 8(2).

? Details disclosed in Notes to Financial Statements.

Sexual Harassment of Women at Workplace

Zero-tolerance policy. Policy available at www.megafin.in . Internal Complaints Committee (ICC) constituted.

Particulars	2025-26	2024-25
Complaints received	Nil	Nil
Complaints disposed off	Nil	Nil
Cases pending more than 90 days	Nil	Nil

Maternity Benefits

Statutory maternity benefits provided per Maternity Benefit Act, 1961; complete compliance affirmed.

Conservation of Energy, Technology Absorption, Foreign Exchange

No activities relating to conservation of energy; no technology acquired; no expenditure incurred or income earned in foreign exchange . Rule 8(3) particulars not applicable.

Risk

Board established comprehensive risk management framework. Framework aims to foster strong risk culture integrated with business strategy, ensure businesses well understood and within defined risk appetite, build profitable and sustainable businesses through conservative approach to risk, and adopt best-in-class practices. Comprehensive Risk Management Policy in place. Approach based on clear understanding of risks, disciplined monitoring and measurement, continuous assessment and mitigation.

Compliance with Secretarial Standards

Complied with all applicable Secretarial Standards on Board Meetings and General Meetings issued by ICSI, as mandated under Section 118.

Managerial Remuneration and Particulars of Employees (Page 10)

Remuneration paid to Directors and KMP during FY 2025-26 was in accordance with Nomination and Remuneration Policy. Disclosures per Section 197(12) read with Rule 5(1) given as Annexure-C . Statement of top ten employees per Rule 5(2) and 5(3) provided in separate annexure.

Disclosure under Section 43(a)(iii)

No shares with differential rights issued; no information furnished per Section 43(a)(ii) read with Rule 4(4) of Companies (Share Capital and Debenture) Rules, 2014.

Disclosure under Section 54(1)(d)

No sweat equity shares issued; no information per Section 54(1)(d) read with Rule 8(13) and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Disclosure under Section 62(1)(b)

No equity shares issued under Employees Stock Options scheme per Section 62 read with Rule 12.

Transfer to Investor Education and Protection Fund (IEPF)

No funds lying unpaid or unclaimed required to be transferred to IEPF.

SEBI Complaints Redress System (SCORES) (Pages 10-11)

Investor complaints processed in centralized web-based system: centralized database, online upload of Action Taken Reports (ATRs), online viewing by investors. Company registered on SCORES.

During FY 2025-26, no complaints received on SCORES :

Sr No Complaints Received	Complaints Received	Complaints solved	Complaints Pending
1 Non-receipt of Shares certificate after transfer etc.	Nil	Nil	Nil
2 Non-receipt of dividend warrants	Nil	Nil	Nil
3 Query regarding demat credit	Nil	Nil	Nil
4 Others	Nil	Nil	Nil
Total	Nil	Nil	Nil

Directors Responsibility Statement

Based on internal financial controls and compliance systems, work of internal/statutory/secretarial auditors, and management/Committee reviews, the Board confirms for FY ended March 31, 2026: a) Applicable accounting standards followed with proper explanation relating to material departures; b) Accounting policies selected and applied consistently; judgments and estimates reasonable and prudent to give true and fair view of the state of affairs and of the loss; c) Proper and sufficient care taken for maintenance of adequate accounting records per the Act for safeguarding assets and preventing/detecting fraud and other irregularities; d) Annual accounts prepared on a going concern basis ; e) Proper systems devised to ensure compliance with all applicable laws, adequate and operating effectively; f) Proper internal financial controls followed, adequate and operating effectively.

Policies of the Company

All Policies and Codes available on www.megafin.in per Regulation 46 of Listing Regulations; reviewed periodically by Board and Committees.

Cautionary Statement

Statements relating to Management Discussion and Analysis, objectives, projections, estimates and expectations may constitute forward looking statements. Actual results might differ.

Appreciations and Acknowledgements

Directors record sincere appreciation for employees contribution; appreciation for support from customers, suppliers, distributors, stockists, retailers, business partners and trading partners; thanks to all Shareholders, Investors, Clients, Vendors, Bankers, Government and Regulatory Authorities and Stock Exchanges.

On behalf of the Board of Directors

? Sd/ Archana Maheshwari, Independent Director, DIN: 09180967

? Sd/ Ajay S Mittal, Director, DIN: 00226355

? Date: 17-10-2026 Place: Mumbai