Mega Flex Plastics Ltd Directors Report

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 1st April, 2025 and ended on 31st 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)

Particulars	For the year end- ed March 31st, 2026	For the year end- ed March 31st, 2025
Revenue from operation	7807.56	6030.75
Other Income	256.34	221.23
Total Revenue	8063.90	6251.98
Profit/(Loss) Before Tax	971.09	458.62
Provision for Taxation	237.53	111.0
Deferred Tax Provision	6.29	5.05
Profit/(Loss) After Tax	727.27	342.58
Balance BF from Last year	4309.88	3545.14
Excess provision Adjusted	(2.80)	6.37
Balance carried to Balance Sheet	5034.35	4309.88

2. STATE OF COMPANYS AFFAIRS AND NATURE OF BUSINESS

Your DirectorsarepleasedtopresenttheCompanysresilientoperationaland 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 companys consistent growth trajectory. The results underscore the companys 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 31st 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 31st March, 2026 was Rs.12,13,10,250/- (Rupees Twelve Crore Thirteen LakhsTenThousandTwoHundredandFiftyonly) 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 non- convertible securities. As on the date, the Company does not 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 SecuritiesDepository 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 Companys 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 Companys shares on NSDL & CDSL. The ISIN allotted to the Companys 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

Accordingly, your Company has not transferred any amount to the ‘Reserves for the year ended 31st March, 2026.

13. DIVIDEND

In order to conserve the resources, the Board does not recommend any dividend for the financial year ended on 31st 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 COMPANYS PERFORMANCE DURING THE FINANCIAL YEAR

The increase in the companys 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 of this Report is as follows:

NAME	DESIGNATION	DATE OF APPOINTMENT / RE- AP- POINTMENT EFFECTIVE FROM
Mohan Lal Parakh	Chairman and Whole Time Director	29/06/2022
Hukum Chand Bothra	Managing Director	01/05/2025
Rakesh Sethia#	Executive Director	18/11/2003
Aakriti Agarwal	Independent Director	29/06/2022
Puja Daga	Independent Director	29/06/2022
Pragya Jhunjhunwala	Independent Director	15/05/2024
Sanjay Kumar Singh	Chief Financial Officer	01/06/2022
Sweta Singhi	Company Secretary & Compliance	26/05/2025

*In accordance with the provisions of Section 152 of the Companies Act, 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 inANNEXURE-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 declarationsconfirming 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

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company follows a structured orientationand 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 Companys business strategies, operations, key them on the Companys 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 31st 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:

DATE OF MEETING	BOARD STRENGTH	NO. OF DIRECTORS PRESENT
24-05-2025	6	5
30-08-2025	6	5
06-11-2025	6	5
02-02-2026	6	5

23. MEETING OF THE INDEPENDENT DIRECTOR

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBIregulations,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 Companys 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. DIRECTORS 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 31st 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 31st 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 Companys 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 Companys 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 Boards decision-making 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 the Annual Return of the Company for the financial year under review has been placed on the Companys 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 on23 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 :-

NAME OF DIRECTOR	STATUS IN COMMITTEE	NATURE OF DIRECTORSHIP
Puja Daga	Chairperson	Non-Executive Independent Director
Pragya Jhunjhunwala	Member	Non-Executive Independent Director
Aakriti Agarwal	Member	Non-Executive Independent Director
Rakesh Sethia	Member	Executive Director

*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, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, details of which are given below:

DATE OF MEETING	STRENGTH	NO. OF MEMBERS PRESENT
24-05-2025	4	3
06-11-2025	4	3

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

Oversight of the companys 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 auditors report thereon before submission to the board for approval, with particular reference

Matters required to be included in the directors responsibility statement to be included in the boards 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 auditors independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactionsof 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 substantial defaults in the reasons for 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; by the audit Statement of significant related party transactions (as defined 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) STAKEHOLDERS 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 Companies Act, 2013 and the applicable regulatory requirements.

(b) Composition of the Committee

The Stakeholders Relationship Committee comprises of:

NAME OF DIRECTOR	STATUS IN COMMITTEE	NATURE OF DIRECTORSHIP
Puja Dagae	Chairperson	Non-Executive Independent Director
Hukum Chand Bothra	Member	Managing Director
RakeshSethia	Member	Executive Director

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

During the financial year ended 31st March, 2026, the Committee held one meeting in compliance with the provisions of the Companies Act, 2013 and the rules framed thereunder. The details of the meeting are set out below:

DATE OF MEETING	STRENGTH	NO. OF MEMBERS PRESENT
02-02-2026	3	3

No complaints were received during the year ended 31st March, 2026 from any of the investors.

(d) Role of the Stakeholders Relationship Committee

Resolving the grievances of thesecurityholdersofthelistedentityincluding complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,issueofnew/duplicatecertificates, 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 and functioning are in accordance with the provisions of Section constitution, 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

The Nomination & Remuneration

NAME OF DIRECTOR	STATUS IN COMMITTEE	NATURE OF DIRECTORSHIP
Pragya Jhunjhunwala	Chairperson	Non-Executive Independent Director
PujaDaga	Member	Non-Executive Independent Director
AakritiAgarwal	Member	Non-Executive Independent Director

*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 31st March, 2026 in accordance yearended31 with the provisions of the Companies Act, 2013 and rules made thereunder, details of which are given below:

DATE OF MEETING	STRENGTH	NO. OF MEMBERS PRESENT
24-05-2025	3	2

30. COMPANYS 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 theirdutiesis hosted on the Companys 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),holdingPeerReviewCertificate 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 (MembershipNo.F7713;Certificate of Practice No. 8352) and holderofPeerReviewCertificate 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 on24 ^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 AUDITORS REPORT

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policiesare 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/ 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 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 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

Conservation of energy is of utmost significance to the Company. Operations of the Company energy intensive. Every effort is made to ensure optimum use of energy by using energy- efficient Constant efforts are made through regular/ computers, office processes and other 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

Earnings	NIL
Outgo	NIL

39. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 companys 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 Companys 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 constitutedTwo 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

Name	Designation in ICC
Sweta Singhi	Chairperson & Presiding Officer
Brijesh Singh	Member
Rajesh Sharma	Member
Pragya Jhunjhunwala	Member

Registered Office (R.O.) Internal Complaints Committee

Name	Designation in ICC
Sweta Singhi	Chairperson & Presiding Office
Pragya Jhunjhunwala	Member
Sanjay Kumar Singh	Member
Raunak Tater	Member

Accordingly, the policy related to the Prevention of Sexual Harassment has been updated on the website of the company:https://megaflex.co.in/wp-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 takenfromtheBanksorFinancialInstitutions, 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 2025-26, no eligible female employee availed of maternity leave or related benefits.

50. 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:

(Amount in Rs. Lakhs)

Original Object	Amount disclosed in the Offer Document	Actual Utilised Amount	Un utilised amount	Remarks if any
(i) Payment for allotment of land measuring an area of 6.5 acre in Mouja Kalibeti under Khurdha Tahasil in the district of Khurdha from the Odisha Industrial Infrastructure Development Corporation on lease basis	436.94	NIL	436.94	Fixed Deposit has been created for 440.7 lakhs.
(ii) Purchase of Machineries and Equipment	106.02	106.02	N.A
(iii) General Corporate Purposes	7.44	3.68	3.76
(iv) Issue Expenses	4.00	4.00	N.A.
Total	554.40	113.70	440.70

ACKNOWLEDGEMENT

Your Directors express their sincere appreciationfor the continuedsupport and cooperation received from the banks, government departments, and other associated agencies. They also extend their gratitudeto the shareholders, staff, and workers for their unwavering trust, dedication, companys growth and success.

	For and on behalf of the Board
	Sd/-
	Mohan Lal Parakh
Date: 22.05.2026	Chairman & Whole Time Director
Place: Kolkata	DIN: 02186254