Megatherm Induction Ltd Directors Report

To

The Members of

MEGATHERM INDUCTION LIMITED

The Directors of your Company have pleasure in presenting the 16 th Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended on 31 st March 2026 with Auditors Report thereon.

FINANCIAL HIGHLIGHTS

The Company s financial performance for the year under review along with previous year s figures is summarized under:

(Amount in Lacs)

Financial Results	For the Financial Year ended 31 st March 2026	For the Financial Year ended 31 st March 2025
Revenue from operations	34,622.71	32,050.84
Other Income	660.62	320.11
Total Revenue [(a) + (b)]	35,283.33	32,370.95
Net Profit/Loss (before depreciation and tax)	3,520.57	3,291.26
Less: Depreciation	460.59	396.87
Net Profit/Loss before tax	3,059.98	2,894.39
Less: Provision for Tax (including for deferred tax)	691.91	763.84
Net Profit/Loss after Tax	2,368.07	2,130.55
Proposed Dividend	-	-
Dividend Tax	-	-
Transfer to General Reserve	-	-
Surplus Carried Forward	2,368.07	2,130.55
Earnings per Share- Basic and Diluted (in H)	12.57	11.31

The above performance is based on standalone basis. Consolidated figures are not applicable. The financial statements have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP) under the historical cost convention on an accrual basis in compliance with all material aspects of the Accounting Standards (AS) notified under Section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules 2014.

HIGHLIGHTS OF COMPANYS AFFAIRS /OPERATIONS:

Your Company is engaged in the business of manufacturing and selling of Capital Equipment like Induction Melting and Heating Equipment, Arc Melting Furnace products, Ladle Refining Furnace etc. It is imperative that affair of Company is managed in a fair and transparent manner.

The total revenue for FY 2025-26 was H35,283.33 Lacs (H32,370.95 Lacs in FY 2024-25). Your Company has earned profit before tax of H3,059.98 Lacs as against H2,894.39 Lacs in the Previous Year. Your Company has earned profit after tax of H2,368.07 Lacs as against H2,130.55 Lacs in the Previous Year. Your Company expects a sustained, year-over-year increase in order inflows in the ensuing years. This scaling of operations is anticipated to enhance the intrinsic value of the Company and deliver robust returns to our stakeholders.

DIVIDEND:

The Board of Directors has resolved not to recommend any dividend for the fiscal year ended March 31, 2026, in order to conserve resources for future operational needs.

TRANSFER TO RESERVES:

During the year under review, no amount was transferred to the reserves, except total amount of Net Profit ofH2,368.07 Lacs has been carried forward to the Reserves & Surplus as stood in the notes forming part to the Financial Statements.

SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31 st March, 2026 was H19,00,00,000/- (Rupees Nineteen Crore Only) divided into 1,90,00,000/-(One Crore Ninety Lacs) Equity Shares of H10/- (Rupees Ten only).

During the year under review, there has been no change in the authorized Share Capital of the Company.

The Issued and Paid-up Capital of the Company as on 31 st March, 2026 was H18,84,07,290/- comprising of 1,88,40,729 number of equity shares of face value of H10/- each. During the year under review, there has been no change in the Issued and Paid-up Capital of the Company. M/s. Bigshare Services Private Limited, duly registered under the Securities and Exchange Board of India, has been appointed as the Registrar and Share Transfer Agent to an Issue of the Company in accordance to the Regulation 7 of the Securities Exchange Board of India (Listing and Obligations of Disclosure Requirements) Regulations, 2015.

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.

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.

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.

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

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

LISTING & DEPOSITORY FEE:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge). The trading symbol of the Company is MEGATHERM . The Company has paid Depository and Listing fees for the financial year 2025-26 according to the prescribed norms & regulations.

DEMATERIALIZATION OF EQUITY SHARES:

During the year under review the entire shareholding is in dematerialization mode.

DEPOSITORY SYSTEM:

As the Members are aware, the shares of your Company 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). The ISIN allotted to the Company s Equity shares is INE531R01010.

DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in the Prospectus dated February 1, 2024, in respect of the Initial Public Offering of the Company.

CREDIT RATING:

During the year under review, CRISIL Ratings has reaffirmed its ratings to CRISIL BBB/Stable for Long Term Rating and CRISIL A3+ for Short Term rating on the bank facilities of your Company.

WEBSITE: https://megatherm.com is the website of the Company.

All the requisite details, policies are placed on this website of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of Section 134(5) of Companies Act, 2013 your director to the best of their knowledge and belief confirm and state that:-

1. In preparation of the Balance Sheet and the Statement of Profit and Loss Account of the Company for the year ended on 31 st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. 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 profit of the Company for that period.

3. The Directors have taken proper and for the maintenance of adequate accounting records in accordance with the provision of the maintenance of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting any other irregularities.

4. Also the directors have prepared the annual accounts on a going concern basis.

5. 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

CORPORATE GOVERNANCE

The Company is listed on the NSE Emerge SME platform of National Stock Exchange; the compliance with Corporate Governance provisions is not applicable to the Company as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

COMPOSITION OF BOARD

The Board comprises of two Executive Directors, two Non-executive Independent Directors and one Non-executive Woman Director as on 31st March, 2026.

The details of the Board of Directors as on 31 st March, 2026 are as under: -

Sr. No. Name	Designation Chairman &	DIN
1 Mr. Shesadri Bhusan Chanda	Managing Director	00961593
2 Mr. Satadri Chanda	Whole-Time Director and CFO	02302312
3 Ms. Christina Paul Chowdhury	Non-Executive Director	09257875
4 Mr. Shravan Manjaya Shetty	Independent Director	08965489
5 Mr. Bikramjit Ghosh	Independent Director	00164178

NUMBER OF BOARD MEETINGS DURING THE YEAR:

The Board of Directors and Members of various Committees met during the year on following dates:

Details of Meeting of Board of Directors of the Company:

Sr. No. Date of Meeting	Board Strength	No\u2019s of Directors Attended
1. 24 th April, 2025	5	5
2. 14 th May, 2025	5	4
3. 24 th May, 2025	5	5
4. 6 th August, 2025	5	5
5. 11 th November, 2025	5	5
6. 13 th January, 2026	5	5

The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (LODR) Regulations, 2015 / Companies Act, 2013.

I. Details of Meetings of members of Committees:

Sr. No. Date of Meeting	Committee Strength	No. of Members present
Audit Committee:
1. 24 th April, 2025	3	3
2. 24 th May, 2025	3	3
3. 6 th August, 2025	3	3
4. 11 th November, 2025	3	3
5. 11 th March, 2026	3	3
Nomination and Remuneration Committee:
1. 24 th April, 2025	3	3
2. 6 th August, 2025	3	3
Corporate Social Responsibility Committee:
1. 6 th August, 2025	3	3
Stakeholder Relationship Committee:
1. 25 th March, 2026	3	3

In respect of all above meetings, proper notices were given and the proceedings were properly recorded and the Minutes Book maintained for the purpose.

All the recommendations of the Committee meetings were duly accepted by the Board.

GENERAL MEETING:

Following are the Details of Annual General Meeting of Members of the Company:

Sr. No. Date of Meeting	Type of Meeting
1. 29 th August, 2025	Annual General Meeting

POSTAL BALLOT:

Following are the Details of Postal Ballot of the Company:

Sr. No. Date of Passing the Resolutions	Type of Meeting
1. 17 th October, 2025	Postal Ballot

All the Resolution(s) were passed with requisite majority.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act 2013 during the period under review.

DECLARATION REGARDING INDEPENDENT DIRECTORS:

The Company has received a Declaration that the Independent Director meets the criteria of Independence laid down in sub-section (6) of section 149 of the Companies

Act 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has drawn up a Policy on materiality of and dealing with Related Party Transactions (RPT Policy), in line with the provision of the Companies Act, 2013 and Listing Regulations. On 29 th May, 2026, the policy was amended to make it conform to the amendments brought in by SEBI LODR (Fifth can be accessed using the following link: https://megatherm. com. During the year under review, all transactions entered into with related parties were approved by the Audit Committee of the Company. Certain transactions, which were repetitive in nature, were approved through omnibus route. During the year, your Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in terms of the RPT Policy, Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an Annexure-I to this Report.

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

Disclosure of particulars of Employees as required under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as an Annexure II which forms part of this Report.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The details of loans and advances and investments, if any, are specified in the notes to the Balance Sheet. The Company has not provided any guarantee or provided any Security for the loans availed by others.

EXPLANATION TO AUDITORS REPORT :

The Auditors Report to the Members for the year, under review, does not contain any qualification(s) observation(s). The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Further, the Statutory Auditors have not reported any incident of fraud to the Board of Directors of your Company during the year under review.

Statutory Auditors:

M/s. M S K A & Associates LLP (formerly known as M S K A & Associates), Chartered Accountants (FRN: 105047W/ W101187) were appointed as Statutory auditors at the 11 th Annual General Meeting of the Company for a period of five years and accordingly they continue to hold office till the conclusion of the 16 th Annual General Meeting.

There is no qualification or adverse remarks made by the auditors in their report.

Amendment) Regulations, 2025 and the same

No fraud has been reported by the auditors during the year under review.

Cost Auditors:

M/s. Amit Khetan & Co, Cost Accountants, (Registration No. 102559) have been reappointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the products manufactured by the Company, for the Financial Year 2025-26 subject to ratification of their remuneration by the shareholders in accordance with the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the financial year ended 31 st March, 2026 would be filed as stipulated by the applicable provisions of law. The Company is making and maintaining the accounts and cost records as specified by the Central Government under the provisions of Section 148(1) of the Act.

Internal Auditors:

M/s MATR & Associates, Chartered Accountants (Registration No. 333104E) was appointed as Internal Auditors of the Company for conducting the Internal Audit for the financial year 2025-26. The audit conducted by the Internal Auditors is based on an internal audit plan. These audits are based on risk based methodology and inter-alia involves the review of internal controls processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the year for corrective action. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor.

Secretarial Auditors:

The Company has appointed M/s. Anjan Kumar Roy & Co. Company Secretaries (CP No. 4557), a Peer Reviewed Firm, as Secretarial Auditors of the Company in accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2025-26.

The report of the Secretarial Auditor MR-3 for the financial year 2025-26 is enclosed as an Annexure - III to this Board s Report, which is self-explanatory. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES ACCOUNTS RULES, 2014:

a) Disclosure of financial Summary / Highlights :

As stated in Financial Results of the Directors Report.

b) Disclosure of Change in Nature of Business :

There is no change in nature of Company Business.

c) Details of Directors / Key Managerial Personnel Appointed / Resigned:

During the year under the review, following Directors / Key Managerial Personnel were Appointed / resigned:

NAME OF DIRECTORS/KMP	DESIGNATION	DIN	APPOINTMENT DATE	DATE OF CHANGE IN DESIGNATION	RESIGNATION DATE
Mr. Bikramjit Ghosh	Independent Director	00164178	12 th September, 2025	17 th October, 2025	-
Mr. Ankit Rathi	Independent Director	08456577	-	-	16 th September, 2025

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 6 th August, 2025 reappointed Mr. Shesadri Bhusan Chanda (DIN: 00961593) asChairman and Managing Director of the Company for a further period of five years with effect from5 th January, 2026, notwithstanding that he has attained the age of 70 years. His reappointment was approved by the shareholders at the Annual General Meeting. The Board also reappointed Mr. Satadri Chanda (DIN: 02302312) as Whole-time Director of the Company for a further period of five years with effect from 5 th January, 2026, following approval of the shareholders. Apart from the above, there has not been any change in Key Managerial Personnel during the Financial Year ended 31 st March, 2026.

d) Details of Subsidiary Companies / Joint Ventures / Associate Companies:

The Company has no Subsidiary / associate company.

During the period under review, Megatherm Cyprium

INC, Joint Venture Entity has been incorporated. The Joint Venture Entity with Cyprium Induction, LLC, named Megatherm Cyprium LLC formed on 27 th May, 2025 has been dissolved and the same parties to the Joint Venture, i.e. Megatherm Induction Limited and Cyprium Induction, LLC has entered into a New Joint Venture Agreement to incorporate the new Joint Venture Entity, Megatherm Cyprium INC to ensure better compliance.

e) Details regarding Deposit covered under Chapter V of the Companies Act, 2013.

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (VI) of Companies (Accounts) Rules, 2014.

f) Details of Deposit which are not in compliance with requirements of Chapter V of the Act.

Not Applicable.

g) Details of Significant Regulators or Courts or Tribunals.

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

h) Internal Financial Control System :

The Company has in place adequate internal financial controls with reference to financial statements which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner.

The Company s Internal Financial Control over financial reporting is designed to provide reliable financial information and to comply with applicable accounting standards. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

i) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year during the year, under review.

j) Disclosure with respect to Maintenance of Cost Records

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

COMMITTEES OF BOARD:

The Board of Directors has constituted the following

Statutory Committees, viz.

(i) AUDIT COMMITTEE:

The Audit Committee was reconstituted on 20 th October, 2025. The Constitution, composition and functioning of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company. The Audit Committee comprises of:

Name of Directors	Status in Audit Committee	Nature of Directorship
Mr. Shravan Manjaya Shetty	Chairman	Independent Director
Mr. Bikramjit Ghosh	Member	Independent Director
Mr. Shesadri Bhusan Chanda	Member	Chairman & Managing Director

(ii) STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee was reconstituted on 4 th January, 2025. The Constitution, composition and functioning of the Stakeholder

Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Stakeholder

Relationship Committee have been accepted by the

Board of Directors of the Company. The Stakeholder

Relationship Committee comprises of:

Name of Directors	Status in Stakeholder Relationship Committee	Nature of Directorship
Mr. Shravan Manjaya Shetty	Chairman	Independent Director
Mr. Shesadri Bhusan Chanda	Member	Chairman & Managing Director
Ms. Christina Paul Chowdhury	Member	Non-Executive Director

(iii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was reconstituted on 20th October, 2025. The Constitution, composition and functioning of the Nomination & Remuneration Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Nomination & Remuneration Committee have been accepted by the Board of Directors of the Company. The Nomination & Remuneration Committee comprises of:

Name of Directors	Status in Nomination & Remuneration Committee Chairman	Nature of Directorship
Mr. Bikramjit Ghosh	Member	Independent Director
Ms. Christina Paul Chowdhury	Member	Non- Executive Director

(iv) CORPORATE SOCIAL RESPONSIBITY COMMITTEE

The Corporate Social Responsibility Committee was reconstituted on 4 th January, 2025. The Constitution, composition and functioning of the Corporate Social Responsibility Committee also meets with the requirements of Section 135 of the Companies Act, 2013. All the recommendations of Corporate Social Responsibility Committee have been accepted by the Board of Directors of the Company. The Corporate

Name of Directors	Status in Corporate Social Responsibility Committee	Nature of Directorship
Mr. Shesadri Bhusan Chanda	Chairman	Chairman & Managing Director
Mr. Shravan Manjaya Shetty	Member	Independent Director
Mr. Satadri Chanda	Member	Whole Time Director & CFO

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 28 th March, 2026 without the presence of Non- Independent Directors and members of the Management inter alia to: Review the performance of Non-Independent Directors, the Board as a whole;

Review the performance of the Chairman of the Company, and Assess the quality, content and timeliness of flow of information between the Companys management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

On appointment, the concerned Directors were issued a

Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Familiarization Program for Independent Directors includes regular industry trend updates, site visits, pertinent training programs, information access, and frequent interactions with senior management. Your Company is working to cultivate an enlightened and involved Board that supports efficient governance and value creation by actively engaging independent directors and providing them with the necessary resources.

INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the workmen and the management continued to remain cordial during the year under review.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has in place a Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website, i.e. https://megatherm.com. Your Company has constituted an Internal Complaints Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. POSH Committee has equal representation of men and women and is chaired by senior woman of the Company.

The composition of Internal Complaints Committee is as follows:

Name	Designation	Status in Committee
Mrs. Shaswati Datta	Head \u2013 HR & Administration	Presiding Officer
Mr. Suman Panja	Senior Manager \u2013 Design & Engineering	Member
Ms. Abanti Saha Basu	Company Secretary	Member
Mr. Kallol Dutta	Ex-Additional Labour Commissioner	External Member

There was no complaints pertaining to sexual harrasement during the year.

COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company affirms its compliance with the applicable provisions of the Maternity Benefit Act, 1961.

Necessary policies and infrastructure to support maternity related needs are in place across the organization.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs.

The Whistle-blower Policy provides for adequate safeguards against victimisation of director(s) / employee(s) who avail of the mechanism. It is affirmed that no person has been denied access to the Audit Committee. The Compliance officer is mandated to receive the complaints under this policy. Whistle Blower policy is available on the website of the Company at https://megatherm.com. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company s Whistle Blower Policy (Vigil Mechanism) has also made employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any.

INSIDER TRADING POLICY

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading will be available on the website of your Company, i.e. https://megatherm.com.

RISK MANAGEMENT

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing or mitigating the same. The Company periodically reviewed to ensure smooth operation and effective management control, the key risks associated with the business and measures and steps in place to minimize the same.

PERFORMANCE EVALUATION:

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub- section (3) of Section 178 of the Act dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The policy covers criteria for determining qualifications, positive attributes, independence and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy of the Company is hosted on the Companys website under the web link https://megatherm.com

BOARD EVALUATION

The Company has devised a Board Evaluation Framework for performance evaluation of Independent Directors, Board, Non-Independent Directors and Chairman of the Company. Pursuant to this framework, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board.

The Board evaluation was done taking into consideration various aspects of the Boards functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Companys long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Boards effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on March 24, 2025.

Further, the Board has expressed its satisfaction and has been thankful to all its Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.

EXTRACTS OF ANNUAL RETURN:

The Annual Return as required under Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at https:// megatherm.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V

Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as an Annexure - IV .

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of the Companies Act, 2013 is as under:

A) Conservation of Energy:

The information on conservation of energy stipulated under Section 134(3) (m) of the Companies Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure V .

B) Technology Absorption:

The information on technology absorption stipulated under Section 134(3) (m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure V .

C) Foreign Exchange Earnings and Outgo:

The detail regarding foreign exchange earnings and outgo is specified in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Mr. Satadri Chanda, Chief Financial Officer of the Company certified that Corporate Social Responsibility expenditure made during the year 2025-26 has been utilized for the purpose and in the manner as approved by the Board.

The Company has a Corporate Social Responsibility (CSR) Committee comprising of all three existing directors out of which 1 is independent namely Mr. Shesadri Bhusan Chanda, Mr. Satadri Chanda and Mr. Shravan Manjaya Shetty.

The Board of Directors of the Company has adopted a CSR Policy which is available on the website of the Company namely https://megatherm.com. The implementation and monitoring of CSR is in compliance with CSR Policy of the Company. Details of our CSR activities and the corresponding expenditure for each activity are provided as an Annexure-VI in this report.

VOLUNTARY REVISION OF FINANCIAL STATEMENT AND / OR BOARD REPORT:

No application was made for voluntary revision of financial statements and / or Board Report during the year.

COMPLIANCE SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS:

No Application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS OF DIFFERENCE BETWEEN OF AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE UNDERTAKING LOAN FROM THE BANK OF FI, ALONG WITH REASONS THEREOF:

The Company serviced all the debts and financial commitments as and when they became due and no settlements were entered into with the bankers.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there was no transfer to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

OTHERS:

Various policies required are disclosed on the website of the Company namely https://megatherm.com/Other Disclosures required to be made in the Directors Report are either nil or not applicable.

ACKNOWLEDGEMENT:

Your Directors are thankful to regulatory and government authorities, bankers, clients, and suppliers of the Company for their co-operation and also wish to place on record the dedication, solidarity, and relentless efforts of every member of the MEGATHERM family. Their commitment has been the cornerstone of the Companys sustained growth and the achievement of significant milestones.

The Board extends its sincere gratitude to the Banks, Central and State Governments and their Departments, Local Authorities, regulatory bodies for their continued guidance and support, and looks forward to their ongoing cooperation.

The Directors also express their appreciation to vendors, dealers, business partners, consultants, auditors, solicitors, and all stakeholders whose support has been invaluable. The trust and confidence placed in the Company by its customers is deeply valued, and Megatherm regards them as true partners in its success.

A special word of thanks goes to the workers and employees, whose expertise and dedication continue to drive the Company forward.

The Directors of your Company also express appreciation of the confidence, which the Members have reposed in them.

CAUTIONARY STATEMENT:

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Company s operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

	For and on behalf of Board of Directors of
	Megatherm Induction Limited
	Shesadri Bhusan Chanda	Satadri Chanda
Place: Kolkata	Managing Director	Director
Date: 1 st August, 2026	DIN: 00961593	DIN: 02302312