Megh Mayur Infra Ltd Directors Report

Dear Members,

Your directors are presenting their 44th Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2025.

1. FINANCIAL RESULTS:

(Amount in Rupees)

Financial Result	2024-25	2023-24
Revenue from Operation	-	-
Other Income	-	-
Total expense	20,58,369	15,39,788
Profit/Loss Before Tax	(20,58,369)	(15,39,788)
Provision For tax	-	-
Deferred Tax on Special Reserve	-	-
Profit/Loss After Tax	(20,58,369)	(15,39,788)
Total Profit/Loss	(20,58,369)	(15,39,788)

The Company is not having any Depreciable Assets hence no provision of Depreciation is made.

2. RESERVES:

Due to continuous losses, your Company does not propose to carry any amount to General Reserves.

3. SHARE CAPITAL:

The Paid-up Share Capital as on 31st March 2024 was Rs. 6,30,00,000 during the year under review.

4. PERFORMANCE AND AFFAIRS OF THE COMPANY:

The Company has made loss of Rs. 20,58,369/- (previous year loss of Rs. 15,39,788/-). As we all know the world economy faced global recession which is still continuing and because of which economic activities slowed down. India, being now global player, also experienced the global economic slowdown but its impact was not so much harsh as experienced by the developed nations. In India, real estate is one sector which experienced worst of economic slowdown. However, your Company is exploring various sites for undertaking new projects.

5. DIVIDEND:

In view of accumulated losses incurred by the Company, the Board does not recommend any Dividend for the year ended 31st March, 2025.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company on 31st March, 2025 and on the date of this report.

However, the company has altered its object clause of Memorandum of Association vide the Special Resolution passed by the members at the Extra Ordinary General Meeting of the Company held on 24th May, 2025.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND TOINT VENTURE COMPANIES:

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

8. SHARE CAPITAL:

The Authorized Share Capital of the company as on March 31, 2025, was Rs. 6,50,00,000/- divided into 65,00,000 equity shares of Rs. 10/- each and paid-up share capital of the company as on March 31, 2025, was Rs. 6,30,00,000/- divided into 63,00,000 equity shares of Rs. 10/- each. During the year under review, Company has not issued shares or convertible securities or shares with differential voting rights and has also not granted any stock options or sweat equity or warrants.

9. LISTING FEES:

The Company has paid Listing Fees for the Financial Year 2024-25 to the Stock Exchange, where its Equity Shares are listed.

10. PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. GOVERNANCE/SECRETARIAL

Corporate Governance Report

Since the Company is falling under the criteria mentioned under the provisions of regulation 15(2) of SEBI (LODR) Regulation, 2015, the Corporate Governance regulations as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the financial year ended 31st March, 2025.

12. BUSINESS RESPONSIBILITY REPORT

Business Responsibility report is not applicable to the Company for the financial year ended 31st March, 2025.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Appointment/ Cessation of Directors

During the year under review, there were following changes in the Board of Directors:

- Ms. Simmy Vijay Arora (DIN: 08268654) resigned from the position of Independent Director w.e.f. 31.01.2025.

- Mr. Neelabh Kaushik (DIN: 01755431), with approval of shareholder in Extra Ordinary General Meeting, was appointed as Independent Director of the company for the term of 5 consecutive years w.e.f. 29.01.2025 to 28.01.2030

(ii) Retires by Rotation

In accordance with the applicable provisions of the Companies Act, 2013 (the Act) and the Articles of Association of the Company Mr. Rajendra Suganchand Shah (DIN: 01765634), Managing Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

(iii) Key Managerial Personnel

During the Year under review, there were following changes in the key managerial Personnels:

- Ms. Divya Rakesh Mutneja resigned from the position of Chief Financial Officer & Company Secretary of the Company w.e.f. 04.12.2024.

- Mr. Seiyam Rajendra Shah was appointed as Chief Financial Officer of the Company w.e.f. 07.02.2025.

- Ms. Payal Jeerawala was appointed as Company Secretary and Compliance officer of the Company w.e.f. 07.02.2025.

(iv) Declaration by an Independent Director(s)

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter referred to as Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

(v) Annual Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.

(vi) Directors Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that: -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 at 31st March, 2025 and of the loss of the Company for the year ended on that date;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. 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.

14. NUMBER OF BOARD MEETINGS & GENERAL MEETING:

During the Financial year 2024-25, the Board of Directors of the Company met Eight (08) times respectively on 29th May, 2024; 14th August, 2024; 25th September, 2024; 28th October, 2024; 4th December, 2024; 29th January, 2025; 7th February, 2025 and 21st March, 2025 and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two meetings was less than 120 days.

The attendance of the Directors at their Board Meetings is as under:

Name of the Director	29.05.2024	14.08.2024	25.09.2024	28.10.2024	04.12.2024	29.01.2025	07.02.2025	21.03.2025
Mr. Rajendra Shah	Present	Present	Present	Present	Present	Present	Present	Present
Ms. Simmy Arora	Present	Present	Present	Present	Present	Present	Present	Present
Mr. Seiyam Shah	Present	Present	Present	Present	Present	Present	Present	Present
Ms. Hiral Gandhi	Present	Present	Present	Present	Present	Present	Not Applicable	Not Applicable
Mr. Neelabh Kaushik	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Present	Present	Present

The Annual General Meeting during the year was held on Monday, 30th September, 2024; the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

No Extra-Ordinary General Meeting was held during the financial year 2024-25.

15. COMMITTEES OF BOARD:

During the year under review, your Directors have constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all the Board level committees have been elaborated in the report.

(A) AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Members of the Committee are qualified, experienced and possess professional knowledge with reference to powers, role and scope of the Committee and as such. The Chairman of Audit Committee is Independent Director.

The Audit Committee met Five times (5) times during the year on 29.05.2024, 14.08.2024, 28.10.2024, 29.01.2025 & 07.02.2025

The Composition of the Committee and Attendance of the members are as under:

Name of the Director	Designation	Number of Meeting entitled	Number of meeting attended
Mrs. Hiral Gandhi	Chairperson (Independent Director)	05	05
Ms. Simmy Arora (Upto 31.01.2025)	Member (Independent Director)	04	04
Mr. Seiyam Shah	Member (Executive Director)	05	05
Mr. Neelabh Kaushik (w.e.f. 29.01.2025)	Member (Independent Director)	01	01
Mr. Rajendra Suganchand Shah (w.e.f. 29.01.2025)	Member ( Non-executive Director)	01	01

(B) NOMINATION AND REMUNERATION COMMITTEE:

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, senior management, key Managerial Personnel and their remuneration. The Composition and the Terms of Reference of the nomination & Remuneration Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time.

The Nomination and Remuneration Committee met 3 (Three) times during the year on 14.08.2024, 29.01.2025 & 07.02.2025.

The Composition of the Committee and Attendance of the members are as under:

Name of the Director	Designation	Number of Meeting entitled	Number of meeting attended
Mrs. Hiral Gandhi	Chairperson (Independent Director)	03	03
Mr. Rajendra Shah	Member (Executive Director)	03	03
Ms. Simmy Arora (Upto 31.01.2025)	Member (Independent Director)	02	02
Mr. Neelabh Kaushik(w.e.f. 29.01.2025)	Member (Independent Director)	01	01

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee looks into the grievances of the Shareholders related to transfer of shares, payment of dividend and nonreceipt of annual report and recommends measure for expeditious and effective investor service. The Composition and the Terms of Reference of the Stakeholder Relationship Committee is as mentioned in the provisions of Section 178 of the Companies Act, 2013 as amended from time to time. The Company has duly appointed Registrar and Share Transfer Agent (R&T Agent) for servicing the shareholders holding shares in physical or dematerialized form. All requests for dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended 31st March 2025.

The Stakeholders Relationship Committee met Five times (5) times during the year on 29.05.2024, 14.08.2024, 28.10.2024, 29.01.2025 & 07.02.2025.

The Composition of the Committee and Attendance of the members are as under:

Name of the Director	Designation	Number of Meeting entitled	Number of meeting attended
Mrs. Hiral Gandhi	Chairperson (Independent Director)	05	05
Mr. Seiyam Shah	Member (Executive Director)	05	05
Ms. Simmy Arora (Upto 31.01.2025)	Member (Independent Director)	04	04
Mr. Neelabh Kaushik (w.e.f. 29.01.2025)	Member (Independent Director)	01	01

During the year, one independent directors meeting held on 01.03.2025.

16. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required.

17. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company has taken loan from a Director of the Company during the year. The details are given in the notes to Financial Statements.

18. PARTICULARS OF EMPLOYEES AND MANEGERIAL REMUNERATION:

Details Pertaining to Remuneration as Required under Section 197(12) Of the Companies Act, 2013 Read with Rule 5(1), 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-II.

19. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Company promote ethical behaviour in all business activities and has put in place a mechanism for reporting illegal and unethical behaviour.

The Board of Directors of the Company have, pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violation of legal regulatory requirements. No complaint has been received by the Chairman of the Audit Committee during the year.

20. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under section 135(1) of the Companies Act, 2013.

21. RISK MANAGEMENT SYSTEM:

The Company has designed Risk Management policy and guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys business, and defined a structured approach to manage uncertainty and to make use of these in their decisionmaking pertaining to its business and corporate functions. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are given as under:

Energy Conservation: N.A.

Technology Absorption: N.A.

Foreign Exchange Earnings and outgo: Nil

23. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place. It 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.

24. ANNUAL RETURN: WEB-LINK OF SUCH ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return for the financial year ended 31st March, 2024 has been made under the Web-link of such annual return which forms part of this Report.

Link: MGT-7 - www.meghmayurinfra.com

25. AUDITORS:

I. Statutory Auditor

Pursuant to the provisions of section 139 of the Act and the Rules framed thereunder, M/s. H T K S & Co.-Chartered Accountants, Surat were appointed as statutory auditors of the Company from the conclusion of 39th Annual General Meeting for five Consecutive years i.e. till the 44th Annual General Meeting of the Company. Auditors have confirmed their eligibility and submitted the Certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.

The Statutory Auditor report does not contain any qualification, reservation or adverse remark. There was no instance of fraud during the year under review which require the Auditors to report to the Audit Committee and or Board under Section 143(12) of the Act and Rules framed thereunder.

II. Secretarial Auditor

Pursuant to provision of section 204 of the Act and the rules framed there under the Board has appointed M/s. Jigar Vyas & Associates., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3 is annexed herewith as "Annexure I". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. Internal Auditor

The Board has appointed M/s. K. P. BHAGAT & CO., Chartered Accountant to undertake the Internal Audit of the Company for the Financial year 2024-2025.

Further, the Board has re-appointed M/s. K. P. BHAGAT & CO., Chartered Accountant, as the Internal Auditor of the Company for the Financial Year 2025-26 in the board meeting held on 13th August, 2025.

IV. Cost Auditor

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is attached with this Directors Report as Annexure-III.

27. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

28. GREEN INITIATIVES:

Pursuant to Sections 101 and 136 of the Companies Act, 2013 the Company has sent Annual Report through electronic mode (email) to all the shareholders who have registered their email addresses with the Company or with the Depository to receive the Annual Report through electronic mode to reduce consumption of paper. For members who have not registered their email addresses, physical copies will be sent through a permitted mode.

29. HUMAN RESOURCES:

Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.

30. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of being environmentally clean and has safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. There was no accident during the year.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an adequate system of internal financial controls commensurate with its size and nature of business. Detailed procedures are in place to ensure that all assets are safeguarded and protected against losses, all transactions authorised, recorded and appropriately reported. The internal control system is monitored and evaluated by an Internal Audit team which interacts closely with the Audit Committee. No material issues in relation to the adequacy of Companys control systems were raised during the year.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The details of Complaint received by the company during the year 2024-25 are as under:

• The number of sexual harassment complaints received during the year - NIL

• The number of such complaints disposed of during the year-NA

• The number of cases pending for a period exceeding ninety days-NIL

33. DETAILS OF APPLICATION UNDER THE IBC 2016, DURING THE YEAR ALONG WITH THEIR STATUS:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

34. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILUNG LOAN FROM BANK AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loan taken from banks and financial institution.

35. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 hence no information is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

36. CAUTIONARY STATEMENT

Statement in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute "forward looking statements " within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual Results might differ.

37. ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.

	For and on behalf of the Board
Place: Surat	Megh Mayur Infra Limited
Date: 13.08.2025	Sd/-
	Rajendra Suganchand Shah
	Chairman and Managing Director
	DIN: 01765634