Meghna Infracon Infrastructure Ltd

Dear Members,

Your Directors have pleasure in presenting their 18^th Annual Report together with the Audited Accounts of the Company for the Year ended 31^st March, 2025.

The Company recorded total revenue of Rs. 21,72,87,168/- during the year under review as against Rs. 54,97,37,509/- in the previous year. Company earned Profit after tax of Rs. 9,23,78,205/- as against a Profit after tax of Rs. 3,17,20,819/- in the previous year.

In accordance with the provisions of Section 129 (3) of the Act and as per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the ensuing Annual General Meeting (AGM) of the Company. The Consolidated Financial Statements have been prepared in accordance with the applicable Indian Accounting Standards (IND AS) under Section 133 of the Act. During the financial year under review, the consolidated performance of your Company and its subsidiaries and associates is as mentioned below:

The contribution of subsidiaries, associates and joint venture companies to the overall performance of the Company is as given below:

1. Meghna Aakar Constructions

2. Meghna Infracon LLP

3. Navkhanda Infracon LLP

4. Meghna Developers AOP

The details of Subsidiaries, Associates and Joint Ventures of the Company is provided in Annexure - I to this report.

In order to plough back the profits, your directors do not recommend any dividend for the financial year under review.

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (‘the Listing Regulations'), the Board has formulated and adopted the Dividend Distribution Policy. As per the Dividend Distribution Policy, the Board endeavours to ensure transparency in deciding the quantum of dividend. The Board while taking decision for recommendation of the dividend takes guidance from this policy and ensures to maintain a consistent approach to dividend pay-out plans. The Dividend Distribution Policy is available on the Company's website.

Your Directors do not propose any amount to be transferred to the Reserves for the year ended 31^st March 2025.

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.

The following are Subsidiaries of the Company:

Company has been admitted to an AOP (Association of Persons) named as "Meghna Developers AOP" June 20, 2024. This AOP is an association of Vikarm Lodha wherein Meghna Infracon Infrastructure Limited holds 90% and Vikram Lodha holds 10% of the total contribution to the corpus of the AOP.

During the year, Company has also been admitted to following LLPs (Limited Liability Partnerships):

1. Meghna Infracon LLP:

This LLP has Three partners, with Meghna Infracon Infrastructure Limited holding 90% and Mr.Vikram J Lodha & Mrs.Meghna Vikram Lodha holding 5% of the total contribution each to the corpus of the LLP.

2. Navkhanda Infracon LLP:

This LLP has Three partners, with Meghna Infracon Infrastructure Limited holding 95% and Vikram Lodha & Meghna Vikram Lodha holding 2.5% of the total contribution each to the corpus of the LLP. Company is a partner in Meghna Aakar Constructions. This Partnership has Two partners, with Meghna Infracon Infrastructure Limited holding 95% and Vikram Lodha holding 5% of the total contribution to the corpus of the LLP.

Apart from mentioned above the Company does not have any Subsidiaries, Associates or Joint Ventures.

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

As a part of the effort to evaluate the effectiveness of the internal control systems, your Company's internal control system reviews all the control measures on periodic basis and recommends improvements, wherever appropriate. The Company has in place adequate internal control systems and procedures commensurate with the size and nature of its business. These systems and procedures provide reasonable assurance of maintenance of proper accounting records, reliability of financial information, protections of resources and safeguarding of assets against unauthorized use. The management regularly reviews the internal control systems and procedures.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed; ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; iii) 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; iv) The directors have prepared the annual accounts on a going concern basis;

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

The Company is committed to adhere to the Corporate Governance Requirements set out by the Securities and Exchange Board of India (SEBI). The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report. The requisite certificate from M/s. S K Dwivedi & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of Listing Regulations is included as a part of this report.

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors. The Company had the following 6 (six) directors on its Board, 3 (three) of whom are Independent Directors as on the date of this report.

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulation, 2015 a listed company shall have at least one women director on the board of the company. Your Company has appointed Mrs. Meghna Vikram Lodha and Mrs. Meena Bharatkumar Jain as Woman Directors on the Board w.e.f. 12/08/2024 and 08/02/2024 respectively. Mrs. Manju Lodha was also woman director who was appointed on 19/06/2015 and ceased to be the director with effect from 12/08/2024.

In accordance with the provision of section 152(6) and the Articles of Association of Company Mrs. Meghna Vikram Lodha shall retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment. A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing AGM.

1. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mr. Vinesh Keshrimal Shah (DIN: 01435818) was appointed as an Independent Director of the Company for 5 years w.e.f.

8^th Februray,2024 and his appointment was regularized at the Extra-Ordinary General Meeting held on 19^th March,2024.

2. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mr. Amit Kumar Pramod Kumar Sharma (DIN: 09706441) was appointed as an Independent Director of the Company for 5 years w.e.f. 8^th Februray,2024 and his appointment was regularized at the Extra-Ordinary General Meeting held on 19^th March,2024.

3. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mrs. Meena Bharatkumar Jain (DIN: 10481021) was appointed as an Independent Director of the Company for 5 years w.e.f. 8^th Februray,2024 and her appointment was regularized at the Extra-Ordinary General Meeting held on 19^th March,2024.

4. Mr. Ishaan Vikram Lodha (DIN: 10738234) and Mrs. Meghna Vikram Lodha (DIN: 01773481) were appointed as an Additional (Non-Executive) and Additional Executive Director, respectively w.e.f. 12th August, 2024s. Mrs. Meghna Vikram Lodha (DIN: 10738234) was also appointed as CFO of the Company w.e.f. 12th August, 2024.

5. Mrs. Manju Lodha and Mr. Jayantilal Lodha have resigned as directors w.e.f. 12th August, 2024. Mr. Jayantilal Lodha also resigned as CFO of the Company w.e.f. 12th August, 2024.

6. Mr. Abhishek Shastri and Mr. Paras Shah have completed their tenure as Independent Directors on the Board and have ceased to be Independent Directors w.e.f. 18th June, 2024.

7. Mr. Bhavin Gala has completed his tenure as Independent Directors on the Board and has ceased to be Independent Directors w.e.f. 18th June, 2025.

8. Mr. Sanjeev Bansal was appointed as CEO of the Company w.e.f. August,2024 and has resigned from his office w.e.f. January,2025.

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board carried out evaluation of its own as well as performance of that of its committees. The Board also carried out performance evaluation of all the Individual Directors. Additionally, the Nomination and Remuneration committee of the Board also carried out the evaluation of the performance of the individual directors. The performance evaluation was carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in accordance with the Board Evaluation Policy. The structured questionnaire prepared to evaluate the performance of Individual Directors, the Board and committees contained various different parameters. The performance evaluation of the non-independent directors was carried out by the Independent Directors at their separate meeting.

Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following were the Non-Executive Independent Directors of the Company as on 31^st March, 2025: -

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmed that they meet the requirements of Independent directors as mentioned under Regulation 16(1)(b)of the Listing Regulations.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows: 1. Mr. Vikram Lodha, Whole-time Director 2. Mrs. Meghna Lodha, Chief Financial Officer (Appointed with effect from 12^th August, 2024) 3. Mr. Sanjeev Bansal, Chief Executive Officer (Appointed with effect from 30^th August, 2024) (Resigned with effect from 24^th January, 2025) 4. Mr. Dhaval M Lapasia, Chief Executive Officer (Appointed with effect from 1^st July, 2025) 5. Mr. Sudhir Suman Singh, Company Secretary & Compliance officer Except as stated above, there was no change in the composition of the Key Managerial Personnel during the year.

COMMITTEES OF THE BOARD

The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Details of the following committees constituted by the Board along with composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such meetings of the relevant Committees held during the year are provided in the Report on Corporate Governance which is annexed herewith and forms a part of this Annual Report: i) Audit Committee ii) Nomination and Remuneration Committee iii) Stakeholders Relationship Committee iv) Risk Management Committee

Pursuant to the provisions of the Companies Act, 2013,the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committee's viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

The details of the programmers for familiarization of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company.

The Company covered under provision of Section 178(1) of the Companies Act 2013 and as per the requirement the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications and independence of Director which is available on the website of the Company at https://meghnarealty.com/.

During the year, Six Board Meetings, Six Audit Committee Meetings, Two Nomination & Remuneration Committee, Two Stakeholder Relationship Committee and One Independent Directors Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots is included in the Report on Corporate Governance, which forms part of this Annual Report.

As on March 31, 2025, the Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 Equity Shares of Rs. 10/- each

As on March 31, 2025, the paid up share capital of the Company was Rs. 10,86,18,750/- (Rupees Ten Crores Eighty-Six Lakhs Eighteen Thousand Seven Hundred and Fifty Only) divided into 1,08,61,875 Equity Shares of Rs. 10/- each. There was no change in the paid up share capital of the Company during the year under review.

The Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act 2013 is furnished in the notes to the Financial Statements.

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2025 in Form No. MGT-7, is available on the Company's website on https://meghnarealty.com/.

All transactions entered into during the year with Related Parties as defined under Section 188 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act 2013 and Rule 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act 2013 in Form AOC-2 is annexed herewith as Annexure - II to this report. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts forming part of the Standalone financial statements. As required under Rule 23 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company is not a power intensive company even though the Company has taken all measures to conserve the energy. Your Company is not using any foreign technology.

The Foreign Exchange Earning and Outgo were NIL during the year.

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. There have been no cases of frauds reported to the Audit Committee/Board during the year under review.

As the Company was not having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any preceding financial year, the Company was not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of social expenditure as required under the said section. However, during the Financial Year under review, the company has exceeded the limit of net profit of rupees five crore, therefore, the provisions of Section 135 of the Companies Act, 2013 shall be applicable to the Company in the following years.

Your company shall make all necessary arrangements for the compliance and expenditure under said Section.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. The details as to complain received, resolved, and pending as on March 31st, 2025 are as under: Number of complaints of sexual harassment received during the year: Nil Number of complaints of sexual harassment disposed off during the year: NA

Number of complaints of sexual harassment pending for more than ninety days: NA

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

M/s. M. K Singhal & Co., Chartered Accountants, (FRN: 130361W), Mumbai, were appointed as Statutory Auditor of the Company in the 17^th Annual General Meeting held on September 30, 2024 for a period of 5 years as required under Section 139 of the Companies Act, 2013. Therefore, M/s. M. K Singhal & Co., Chartered Accountants, (FRN: 130361W), shall continue to act as Statutory Auditor of the Company and to hold office till the conclusion of the 22^nd Annual General Meeting to be held for the financial year ending on March 31, 2029. There are no qualifications, reservations or adverse remarks made by M/s M. K Singhal & Co., Statutory Auditors in their report for the financial year ended 31^st March, 2025. The Auditors Report is enclosed with the financial statements in this Annual Report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has appointed M/s. S K Dwivedi, Practicing Company Secretary (C.P. No. 27296), to conduct the Secretarial Audit of the Company. The Secretarial Audit report in form MR-3 is annexed herewith as "Annexure III" to this report. The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Several observations have been made in the said report and your directors regret their inability to conform with the pursuant compliances. However, the Company is striving to be compliant of the requirements under various laws including the Listing Regulations & the Companies Act, 2013. Your directors assure you that it shall endeavor to comply with the applicable regulations both in letter and spirit in the future.

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required and accordingly no such cost accounts and records are made and maintained by the Company.

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

During the year, the company has developed and implemented Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved. At present the company has not identified any element of risk which may threaten the existence of the company.

The Company was engaged in the business of shares and securities since incorporation. However, the Board of Directors of Company, finding new opportunities in real estate sector were of the opinion that it is right time to divert business of the Company and proposed the change of the business activity of the Company to Real Estate from existing business of dealing in securities which was also approved by the Members of the Company by way of Postal Ballot conducted from 19^th October, 2023 to 17^th November, 2023. During the year under review, there was no change in the business of the Company.

During the year under review, pursuant to change in business of the Company, the name of the Company has been changed from Naysaa Securities Limited to Meghna Infracon Infrastructure Limited in order to reflect the new business of the Company in its name.

(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - IV.

The Authorised Share Capital of the Company has been increased form Rs. Rs. 20,00,00,000 (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity shares of Rs. 10/- each to Rs. 25,00,00,000 (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lacs) Equity shares of Rs. 10/- each to by creation of additional 50,00,000 (Fifty Lacs) Equity shares of Rs.10/- each aggregating Rs. 5,00,00,000/- (Rupees Five Crores Only) ranking paripassu in all respect with the existing Equity Shares which was approved by the shareholders in their Extra Ordinary General Meeting held on June 13, 2025. The company has alsos issued interim dividend of Rs. 0.10/- (Ten Paise) per equity share of Rs. 10/- each on the equity share capital of the Company which was declared in the Board Meeting held on May 21, 2025. The Company has also issued bonus equity shares in the ratio of 1:1 i.e. 1 (One) new fully paid-up Equity Share of 10/- (Rupees Ten Only) each for every 1 (One) existing fully paid-up Equity Share of 10/- (Rupees Ten Only) each by capitalizing of a sum of 10,86,18,750/- (Rupees Ten Crores Eighty Six Lacs Eight Thousand Seven Hundred Fifty Only) standing to the credit of free reserves including General Reserves and Retained Earnings of the Company upon the approval of shareholders in their Extra Ordinary General Meeting held on June 13, 2025. Other than stated above there have been no material changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

During the year under review, there were no significant or material orders passed by any regulators or courts or tribunals impacting the ‘going concern' status of the Company and its future operations.

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March, 2025.

There are no instances of one time settlement during the financial year.

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and employees at all levels for their continuous cooperation and assistance.