Your Directors have pleasure in presenting the 41^st Annual Report together with audited financial statements
& accounts for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

The Financial Statement, in accordance with the Companies Act, 2013 (“the Act”), Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)
and applicable Accounting Standards forms part of this Report.

2. STATE OF COMPANY’S AFFAIR & OPERATIONS

The Company is involved in the business of acquiring, dealing in other precious metals, precious stones,
jewellery and buying, selling and dealing, wholesale and retailing, in precious metals, precious stones,
jewellery and articles made of precious metals, precious stones articles of virtue and objects of art.

3. DIVIDEND AND TRANSFER TO RESERVES

During the year under review, the Company has not earned much profit and hence your Director proposes to
plough back the profits in the business of the Company and create reserve for the Company. Accordingly,
the Board of Directors has not recommended any dividend for the financial year 2023-24.

4. CAPITAL STRUCTURE / STOCK OPTION

Authorised Share Capital:

The authorized share capital of the Company as at March 31, 2024 was Rs. 28, 25, 00,000/-
Paid-up Share Capital:

The paid-up share capital as at March 31, 2024 stands at Rs. 3,34,75,000/- comprising of 33,47,500 equity
shares of Rs. 10/- each fully paid up.

During the year, the Company has issued and allotted 2,30,00,000 warrants, each convertible into one equity
share of Rs 10 each, on Preferential allotment basis at an issue price of Rs 15 per warrant (Including
Premium), to the certain identified non-promoter persons/entity and other public category upon receipt of
25% of the issue price (i.e. Rs. 3.75 per warrant) as warrant subscription money. Balance 75% of the issue
price (i.e. Rs 11.25 per warrant) shall be payable within 18 months from the date of allotment i.e. August 07,
2025 at the time of exercising the option to apply for fully paid-up equity share of Re 10 each of the
Company, against each warrant held by the warrant holder. The respective allottees have not yet exercised
their option for conversion of the warrants into equity shares and accordingly, balance 75% money towards
such remaining warrants is yet to be received.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 152 of the Companies Act, 2013 and rules made thereunder,
the following are the Directors of the Company designated as follows:

Key Managerial Personnel

In compliance with the provisions of Section 203 of the Companies Act, 2013 and rules made there under,
the following are the Key Managerial Personnel’s of the Company designated:

6. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration that they meet the criteria of independence as provided
under Section 149 of the Act and Regulation 16(1)(b)of the Listing Regulations(including any statutory
modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also
confirmed that they have complied with the Company’s code of conduct.

7. MEETINGS OF THE BOARD & COMMITTEE

A tentative calendar of Meeting is prepared and circulated well in advance to the Directors. The intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013.

During the year ended March 31, 2024, the Board met 6 times, Audit Committee met 4 times and
Nomination & Remuneration Committee met 1 time. The details of Board/committee meetings and the
attendance of Directors are provided in the Corporate Governance Report, which forms a part of this Report.

Further, all the recommendations of Audit Committee were accepted by the Board of Directors.

8. INDEPENDENT DIRECTORS MEETING

During the Financial Year 2023-24 one meeting of the Independent Directors was held on 25.03.2024 to
discuss the evaluation of the performance of Non-Independent Directors and the Board of Directors as a
whole, evaluation of the performance of the Chairman of the Company taking into account the views of the
executive and non-executive Directors and evaluation of the quality, content and timeliness of the flow of
information between the management and Board which is necessary for the Board to perform its duties.

9. APPOINTMENT AND REMUNERATION POLICY

The Company has formulated a remuneration policy which provides the manner of selection of Board of
Directors, KMP and their remuneration. In case of appointment of independent Directors, the Nomination
and Remuneration Committee shall satisfy itself with regard to independent nature of the Directors viz-a-viz
the company so as to enable the Board to discharge its performance and duties effectively.

10. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under, Regulation
17(10) of the Listing Regulations and the circular issued by SEBI dated 5th January, 2017 with respect to
Guidance Note on Board Evaluation, the evaluation of the annual performance of the
Directors/Board/Committees was carried out for the financial year 2023-24. A statement on annual
evaluation by the Board of its performance and performance of its Committees as well as Individual
Directors forms part of the Corporate Governance Report.

11. AUDITORS & AUDIT REPORTS

• Statutory Auditors:

M/s. ANSK& Associates, Chartered Accountants, (Firm Registration No. 026177N) were appointed as
statutory auditors of the company at the Annual General Meeting (AGM) held on 20/08/2022 for a term of
Five years i.e. from conclusion of 39^th AGM till the conclusion of 44^th AGM of the company to be held in
year 2027, pursuant to Section 139 of the Companies Act, 2013. The requirement for the annual ratification
of the auditor’s appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017
notified on May 7, 2018.

The Auditors’ Report for the financial year ended 31^st March, 2024 on the financial statements of the
Company forms a part of this Annual Report. There is disclaimer of opinion in the Auditors’ Reports. The
Board takes note of the same and try to comply it.

• Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on 29/05/2024 had appointed
M/s Apoorv & Associates (COP No. 21063), to undertake the Secretarial Audit of the Company for the
Financial Year 2023-24. The Secretarial Auditors have submitted their report, confirming compliance by the
Company of all the provisions of applicable corporate laws. The Report does contain qualification, The
Board take note of the same and try to comply it. The views of management on that is mentioned in this
Board Report. The Secretarial Audit Report is annexed as Annexure-1 to this report.

Details in respect of frauds reported by auditors under section 143(12):

None of the Auditors of the Company have reported any fraud as specified under the second proviso of
Section 143 (12) of the Companies Act, 2013.

12. RISK MANAGEMENT

The Company has a well-defined process to ensure risks are identified and steps to treat them are put in
place at the right level in the management. The operating managers are responsible for identifying and
putting in place mitigation plan for operational and process risks. Key strategic and business risks are
identified and managed by the senior leadership team in the organization.

The Company’s approach to addressing business risks is comprehensive and includes periodic review of
such risks and has established a framework for mitigating controls and reporting mechanism of such risks.

Some of the risks that the Company is exposed to are: (i) Financial Risk (ii) Regulatory Risks (iii) Human
Resources Risks (iv) Strategic Risks.

Further, The Company is not mandatorily required to constitute Risk Management Committee, but our
Company has laid down procedure to inform Board Members about the risk assessment and minimization
procedures.

13. HUMAN RESOURCES

The Company takes pride in the commitment, competence and dedication shown by its employees in all
areas of business. The Company is committed to nurturing, enhancing and retaining talent through superior
Learning & Organizational Development.

The Company believes that our people are our biggest assets and hence we invest in productive training
programs for them. The Company encourages people to explore opportunities in harmony with their natural
talent and nurture them to grow.

The Company embeds a sense of inclusion and equality in our people. This means fostering a conducive
work environment that enhances professional and personal growth. Our strong team culture of mutual trust,
oneness, learning, care and concern is a key inspiration to meet tomorrow’s challenges.

The Company has also adopted a Policy on Prevention of Sexual Harassment at workplace for the financial
year 2023-24. Company has not received any complaint under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

14. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 of the Companies Act, 2013 are not applicable on the Company, hence no
particulars are required to be furnished in this report.

15. INVESTOR SERVICES

In its endeavour to improve investor services, your Company has taken the following initiatives:

• An Investor Section on the website of the Company www.mnil.in has been created.

• There is a dedicated e-mail id secretarial. mnil@gmail. com for sending communications to the
Company Secretary.

Members may lodge their requests, complaints and suggestions on this e-mail as well.

16. CORPORATE GOVERNANCE

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance
along with a certificate from the Auditors on its compliance, forms an integral part of this report.

A certificate from the Practising Company Secretary confirming compliance of conditions of Corporate
Governance as stipulated in Part E of the Schedule V of the Listing Regulations is annexed to the Corporate
Governance Report as “Annexure I”.

17. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis Report, as stipulated under the Listing Regulations is presented in a
separate Section forming part of this Annual Report.

18. OTHER STATUTORY DISCLOSURES

i. Extract of Annual Return: Pursuant to Section 92(3) of the Act, the Annual Return for the Financial

Year ended on 31st March, 2024 shall be uploaded on the website of the Company and can be
accessed through the link www.mnil.in

ii. Disclosure under Section 148 of Companies Act, 2013: Company is not required to maintain the cost

records and accounts as specified under section 148 of Companies Act, 2013 as it not applicable on
the Company.

iii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act.

Accordingly no disclosure or reporting is required in respect of details relating to deposits covered
under this Chapter.

iv. Loans, Guarantees and Investments: The details of Loans, Guarantees and Investments covered under

Section 186 of the Act form part of the notes to the financial statements.

v. Particulars of Contracts or Arrangements with the Related Parties: There were no related party

transactions during the year as specified under section 188 of Companies Act, 2013.

vi. Significant or Material orders: No significant or material orders were passed by the Regulators,

Courts or Tribunals impacting the going concern status and Company’s operations in future. During
the financial year under review, neither any application is made by the Company, nor is any
proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

vii. Vigil Mechanism/Whistle Blower Policy: The Board of Directors has formulated a Whistle Blower

Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013
and Regulation 22 of the Listing Regulations. The 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. This Policy is hosted on the Company’s website:
(http://mnil.in/?page_id=369). The details of Vigil Mechanism (Whistle Blower Policy) adopted by
the Company have been disclosed in the Corporate Governance Report attached to this report and
form an integral part of this report.

viii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo: Most of the information as required under Section 134 of the Act, read with Rule 8
companies (Accounts) Rules, 2014 as amended is not applicable. However, the information has
been given in Annexure 3 and forms part of this Corporate Governance Report.

ix. Particular of Employees: Details as required under the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the
Directors’ Report, will be made available to any shareholder on request, as per provisions of
Section 136(1) of the said Act.

x. Sexual Harassment: Your Directors state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

xi. Details of internal financial controls with reference to the financial statements:The Company
has put in place adequate internal financial controls over financial reporting. These are reviewed
periodically and made part of work instructions or processes in the Company. The Company
continuously tries to automate these controls to increase its reliability.This ensures orderly and
efficient conduct of its business, including adherence to the Company’s policies, safeguarding of
its assets, prevention of errors, accuracy and completeness of the accounting records and the
timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and
operating effectively.

xii. Details of Holding, Subsidiary, Joint Venture and Associate Company: The Company does
not have any Holding, Subsidiary or Associate Company and does have any joint venture during
the period under review.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance of Section 134(5) of the Act, your Directors, based on the representation received
from the management, confirm that:

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

• the directors had 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 on March 31, 2024 and of the profits of the company for
the year ended March 31, 2024;

• the directors had 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;

• the directors had prepared the annual accounts on a going concern basis;

• 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; and

• The directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

20. ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and
State Government Authorities. Your Directors thank the Shareholders, Banks, Customers, Vendors and other
business associates for the confidence reposed in the Company and its management and look forward to their
continued support. The Board places on record its appreciation for the dedication and commitment of the
employees at all levels, which has continued to be our major strength.

For and on behalf of the Board
Mega Nirman & Industries Limited

Ankan Gupta Sushma Jain

Place : New Delhi

Date : 08/08/2024 Director Director

DIN: 10187896 DIN: 08545336