Directors Report of Megastar Foods Ltd.

Mar 31, 2025

The Directors are pleased to present the 14^th Annual Report on the business and operations of
the Company together with the Audited Accounts for the financial year ended March 31, 2025.

GENERAL OUTLOOK OF THE COMPANY

Megastar Foods Limited was established in 2011 with a vision to serve the global food industry.
It is the only plant in North India equipped with the latest Buhler machinery, ensuring efficient
and precise milling. Over the years, Megastar has developed a state-of-the-art refined flour
processing plant, which boasts the largest processing capacity in North India. The facility,
located in Rupnagar, is capable of processing 259150 metric tons per annum. The plant utilizes
advanced automation, real-time quality control, and sustainable practices to consistently
deliver superior flour to meet the demands of the growing market. The company adheres to
high standards by implementing Good Manufacturing Practices (GMP) and Good Laboratory
Practices (GLP), supported by dedicated expert teams.

For the financial year ended on March 31, 2025 the company has earned a net profit of Rs.
377.56 Lakhs as compared to the net profit of Rs. 616.33 Lakhs, for the previous year ended
on 31 March 2024.

1. FINANCIAL PERFORMANCE

The financial position of the company for the financial year ended on 31 March 2025 is
summarised below:

PARTICULARS	STANDALONE		CONSOLIDATED
PARTICULARS	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	35,011.74	25,405.82	36,100.92	27,493.21
Other Income	24.51	216.04	23.66	203.97
Total Revenue	35,036.25	25,621.86	36,124.58	27,697.19
Profit Before Tax, Depreciation and Finance Cost and extraordinary items	2206.20	1468.05	2228.74	1507.96
Finance Cost	1147.18	408.37	1167.25	428.91
Depreciation and Amortization expenses	535.54	257.28	535.66	257.41
Profit before Tax	523.48	802.41	525.83	821.65
Tax	145.92	186.08	146.56	189.40
Profit After Tax	377.56	616.33	379.27	632.25
Earnings Per Share: (In INR)
Basic	3.34	6.03	3.36	6.19
Diluted	3.34	6.03	3.35	6.19

2. OPERATIONS
Standalone

Revenue from operations for the year ended March 31, 2025 stood at Rs. 35,011.74 Lakhs as
against Rs. 25,405.82 Lakhs for the previous year. Profit after tax for the year ended March 31,
2025 amounts to Rs. 377.56 Lakhs and EPS is Rs. 3.34 per share as against a net profit and
EPS of Rs. 616.33 Lakhs and Rs. 6.03 per share, respectively for the previous year.

Consolidated

On Consolidated basis, the Revenue from operations for the year ended March 31, 2025 stood
at Rs. 36,100.92 Lakhs as against Rs. 27,493.21 Lakhs for the previous year. Profit after tax
for the year ended March 31, 2025 was Rs. 379.27 Lakhs and EPS is Rs. 3.36 per share as
against a net profit and EPS of Rs. 632.25 Lakhs and Rs. 6.19 per share respectively for the
previous year.

3. DIVIDEND

Your directors have decided to plough back the earnings in the growth of business and for this
reason, have decided, not to recommend any Dividend for the year under review.

The provisions of regulation 43A (2) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 regarding establishment of a Dividend Distribution Policy
are not applicable to the company.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING
THE YEAR

During the financial year ended 31 March 2025, no entity became or ceased to be the
Subsidiary, Joint Venture or Associate of the Company.

5. TRANSFER TO RESERVES

Entire amount of Net Profit of Rs. 377.56 Lakhs for the financial year 2024-25, has been
transferred to Profit and Loss Surplus account, which appears under the head âReserves and
Surplus.â No amount has been transferred to any other reserves.

6. SHARE CAPITAL

The authorised share capital of the company at the end of the Financial Year 2024-25 was Rs.
15,00,00,000 comprising of 1,50,00,000 equity shares of Rs. 10/- each and the paid-up capital
was Rs. 11,29,37,000 divided into 1,12,93,700 equity shares of Rs. 10/- each.

7. CHANGES IN SHARE CAPITAL

During the financial year, there were no instances of change in the share capital of the company.
There were no instances of preferential issue, bonus issue, issue of shares with differential
voting right, buy back of shares or ESOP during the year.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

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 relates and till the date of
this Report.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in nature of business of the Company during the financial year 2024-25.

10. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended March 31, 2025 prepared in accordance
with accounting standard -3, âStatement of Cash Flowsâ is attached and forming part of the
financial statements of the Company.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company familiarizes its
Independent Directors about their role and responsibilities at the time of their appointment
through a formal letter of appointment. Presentations are regularly made at the meetings of the
Board and its various committees on the relevant subjects. All efforts are made to keep
Independent Directors informed. The familiarization programme of Independent Directors may
be accessed on the Companyâs website https://www.megastarfoods.com/

12. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has One Wholly owned Subsidiary, Megapacific Ventures Private Limited.
There is no Associate Company within the meaning of Section 2(6) of the Companies Act,
2013. Further there has been no material change in the nature of business of the Subsidiaries
during the financial year 2024-25.

The Consolidated Financial Statements of the Company for the financial year 2024-25 are
prepared in compliance with applicable provisions of the Companies Act, 2013, read with the
Rules issued thereunder, applicable Indian Accounting Standards (Ind-As) and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial

Statements have been prepared by consolidating the audited Financial Statements of the
Company and its Subsidiaries. Further, pursuant to the proviso of sub section (3) of section 129
of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement
containing the salient features of the financial statements of Subsidiaries in the prescribed form
AOC-1 is attached as âAnnexure -1â and forms part of this report. The Financial Statements
of the Subsidiary Companies and related information is also available for inspection by the
members at the Registered Office of the Company during business hours on all days except
Sunday and holiday upto the date of Annual General Meeting (âAGMâ) as required under
Section 136 of the Companies Act, 2013. The Financial Statements including the Consolidated
Financial Statements, Financial Statements of Subsidiaries and all other documents are also
available on the Companyâs website https://www.megastarfoods.com/ under the link Investor
Relations.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board Composition

As on March 31, 2025, the Companyâs Board has a strength of 6 (Six) Directors including 1
(One) Woman Director. The Chairman of the Board is an Executive Promoter Director. The
composition of the Board is as below: -

Category	Number of Directors	% to Total Number of Directors
Executive Directors	3	50
Independent Non-Executive Directors	3	50

The detailed section on âBoard of Directorsâ is given in the âReport on Corporate Governanceâ
forming part of the Annual Report.

Optimum Composition of the Board of Directors of the Company in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013
has been maintained throughout the year.

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of
Association of the Company all Directors except Independent Directors are liable to retire by
rotation. The Independent Directors of Company are appointed for terms upto 5 years each in
compliance with the provisions of Companies Act, 2013 and the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015.

Declaration by Independent Directors

All Independent Directors of the Company 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
SEBI Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the
criteria of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the
SEBI Listing Regulations. The Independent Directors have also confirmed that they have
complied with the Companyâs Code of Business Conduct & Ethics laid down for the Board of
Directors, Senior Management Personnel and Other Employees.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of
Association of the Company all directors except Independent Directors are liable to retire by
rotation. Accordingly, Mr. Mudit Goyal (DIN: 08099543), Whole-time Director of the
Company, being the longest in the office amongst the directors liable to retire by rotation, retire
from the Board by rotation this year and being eligible, has offered his candidature for reÂ¬
appointment. This shall not constitute a break in his office as the Whole-time Director of the
Company.

Brief Resume of the Directors being appointed/re-appointed

As required under Regulation 36 of the SEBI Listing Regulations, the brief resume of the
Director being re-appointed at the ensuing AGM, the nature of their expertise in specific
functional areas, names of Companies in which they have held Directorships, Committee
Memberships/ Chairmanships, their shareholding, etc. are forming part of the Notice calling
AGM of the Company.

KEY MANAGERIAL PERSONNELS

The details of Key Managerial Personnelâs (KMPs) of the Company in accordance with the
provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with rules
framed thereunder, are as follows: -

S. No.	NAME	DESIGNATION	TENURE
1.	Mr. Vikas Goel	Chairman & Managing Director	Since 28.11.2011
2.	Ms. Manisha Gupta	Chief Financial Officer	Since 12.02.2020
3.	Ms. Deepali Chhabra	Company Secretary	Since 08.01.2024

14. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation
18 of the SEBI Listing Regulations, as on 31^st March 2025, the Audit Committee of Megastar
Foods Limited comprises of following 3 (Three) Members, 2 (Two) Members are Independent
Non-Executive Directors and 1 (One) is Executive Director: -

Name	Designation	Category
Mrs. Savita Bansal	Chairperson	Independent Non-Executive Director
Mr. Vikas Goel	Member	Managing Director
Mr. Rajiv Kathuria	Member	Independent Non-Executive Director

The recommendation made by the Audit Committee from time to time was accepted by the
Board of Directors. The details of the terms of reference, meetings held during the year,
attendance of Audit Committee members at such meetings etc. are provided in the Report on
Corporate Governance forming part of this Annual Report.

15. POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR
MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Executive Directors is in accordance with the Nomination and
Remuneration Policy of Megastar Foods Limited formulated in accordance with Section
134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI
Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time
being in force). The salient aspects covered in the Nomination and Remuneration Policy have
been outlined below:

â¢ To identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and
recommend to the Board his / her appointment

â¢ To formulate the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration for the directors, key managerial personnel, Senior Management
Personnel of the Company.

â¢ To formulate the criteria for evaluation of performance of independent directors and
the board of directors.

â¢ To evaluate the performance of the Members of the Board and provide necessary report
to the Board for further evaluation of the Board and to determining whether to extend
or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Directors.

â¢ To recommend to the Board on all remuneration in whatever form, payable to the
Directors, KMPs and Senior Management.

â¢ To develop a succession plan for the Board and to regularly review the plan.

â¢ To assist the Board in fulfilling responsibilities.

The Nomination and Remuneration policy of Megastar Foods Limited is available on the
website of the Company at the weblink http://megastarfoods.com/assets/pdf/NOMINATION-
REMUNERATION-AND-BOARD-DIVERSITY-POLICY.PDF

16. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS

During the year under review, 06 (Six) Board meetings, 5 (Five) Audit Committee meetings, 2
(Two) Stakeholders Relationship Committee meetings, 1 (One) Nomination & Remuneration
Committee meetings, and 1 (one) Corporate Social Responsibility Committee meetings were
convened and held. Details and attendance of such Board & Committees meetings are
mentioned in Corporate Governance Report.

Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, a separate meeting of
the Independent Director of the company was also held.

17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

As the ultimate responsibility for sound governance and prudential management of a Company
lies with its Board, its imperative that the Board remains continually energized, proactive and
effective.

The Board evaluated the effectiveness of its functioning and that of the Committees and of
individual Directors by seeking their inputs on various aspects of Board/Committee
Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate
governance practices, participation in the long-term strategic planning and the fulfilment of
Directorsâ obligations and fiduciary responsibilities, including but not limited to, active
participation at the Board and Committee meetings.

The Companies Act, 2013, not only mandates Board and Director Evaluation, but also requires
the evaluation to be formal, regular and transparent. Subsequently, SEBI Listing Regulations
has also contained the provisions regarding requirement of performance evaluation of
Independent Directors by the entire Board of Directors.

The Independent Directors of the Company met separately without the presence of NonÂ¬
Independent Directors and inter-alia reviewed the performance of the Members of
Management, Non-Independent Directors, Board as a whole, performance of the Chairman of
the Company and the Committees, after taking into consideration the views of Executive and
Non-Executive Directors.

In compliance with the provisions of SEBI Listing Regulations, the Board of Directors has also
carried out evaluation of every Independent Directorâs performance during the financial year.

18. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to
Directorsâ Responsibility Statement, the Directors confirm: -

â¢ In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

â¢ Such accounting policies have been selected and applied consistently and the Directors
have made judgements 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 31 March 2025 and of the
Profit and Loss of the Company for the year ended on that date;

â¢ Proper and sufficient care has been taken 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;

â¢ The annual accounts of the Company have been prepared on a going concern basis;

â¢ Internal financial controls have been laid down to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;

â¢ Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

19. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with rules
framed thereunder, the details of activities in the nature of Energy Conservation, Research and
Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached
as âAnnexure-2â and forms part of this report.

20. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

The statement of Disclosure of Remuneration under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as âAnnexure-3â. Details of employee
remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this report and in terms of the provisions of Section 136
of the Companies Act, 2013, the Report and Accounts are being sent to the Shareholders
excluding the aforesaid statement. Any Shareholder interested in obtaining such details may
write to the Company Secretary of the Company and the same will be made available during
21 days before the Annual General Meeting.

21. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Annual Returns of the
Company has been placed on the website of the Company and can be accessed at
https://www.megastarfoods.com/annual-return

22. AUDITORS AND AUDITORSâ REPORT

I. ) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Nitin Mahajan
& Associates Chartered Accountants (Firm Registration No. 019837N), were appointed as
the Statutory Auditors of the Company by the Shareholders in the 12th AGM of the
Company held on September 27, 2023 for a further term of 5 (Five) years from the
Financial Year 2023-24 to Financial Year 2027-28. The notes on financial statements
referred to in the Auditorsâ Report are self-explanatory and do not call for any further
comments. The Auditorsâ Report does not contain any qualification, reservation or adverse
remark. During the financial year, there have been no instances of fraud reported by the
Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed
thereunder, either to the Company or to the Central Government.

II. ) SECRETARIAL AUDITORS

As required under Section 204(1) of the Companies Act, 2013 read with rules framed
thereunder, the Company has appointed Mr. Kanwaljit Singh Thanewal, Practicing
Company Secretary (M. No. 5901 & C.P. No. 5870), to conduct the Secretarial Audit for
the financial year 2024-25.

The Secretarial Audit Report submitted by Mr. Kanwaljit Singh Thanewal in the
prescribed form MR- 3, together with the Management Replies to the comments made by
the Secretarial Auditor, is attached as âAnnexure - 4â and forms part of this Report.

III.) COST AUDIT

As per the provisions of Section 148 read with the Cost Audit Rules, the provisions
regarding Cost Audit is not applicable to the Company.

23. CORPORATE GOVERNANCE

At Megastar Foods Limited, it is our firm belief that the quintessence of Good Corporate
Governance lies in the phrase âYour Companyâ. It is âYour Companyâ because it belongs to
you-the Stakeholders. The Chairman and Directors are âYourâ fiduciaries and trustees.

Your Company has evolved and followed the corporate governance guidelines and best
practices sincerely to not just boost long-term Shareholder value, but to also respect minority
rights. We consider it our inherent responsibility to disclose timely and accurate information
regarding our financials and performance, as well as the leadership and governance of the
Company.

Your Company is devoted to benchmarking itself with global standards for providing Good
Corporate Governance. The Companies Act, 2013 and SEBI Listing Regulations have
strengthened the governance regime in the Country. Your Company is in compliance with the
governance requirements provided under SEBI Listing Regulations.

The Board has also evolved and implemented a Code of Conduct based on the principles of
Good Corporate Governance and best management practices being followed globally. The
Code is available on the Companyâs website at https://www.megastarfoods.com/

A separate section titled âReport on Corporate Governanceâ has been included in this Annual
Report along with Secretarial Auditors Certificate on Corporate Governance.

24. INTERNAL FINANCIAL CONTROL SYSTEM

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate and commensurate with the size, scale and
complexity of its operation. The internal controls are tested for adequacy, efficiency and
effectiveness through audits by the in- house internal audit department and the observations,
corrective and preventative actions are reviewed by the management and Audit committee of
the Board of Directors.

During financial year under review, no material or serious observation has been received from
the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Companies Act, 2013, re-emphasizes the need for an effective Internal Financial Control
System in the Company. The system should be designed and operated effectively. Rule
8(5)(viii) of Companies (Accounts) Rules, 2014, requires the information regarding adequacy
of Internal Financial Controls with reference to the financial statements to be disclosed in the
Board Report.

To ensure effective Internal Financial Controls, the Company has laid down the following
measures: -

â¢ The Companyâs books of accounts are maintained in ERP and transactions are executed
through ERP setups to ensure correctness/effectiveness of all transactions, integrity and
reliability of reporting.

â¢ The Company is having in place a Risk Management framework.

â¢ The Company is having in place a well-defined Vigil Mechanism (Whistle Blower
Policy).

â¢ Compliance of Secretarial functions is ensured by way of Secretarial Audit.

â¢ Compliance relating to Internal Control System of the Company is ensured by way of
Internal Audit.

26. RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value
of the business, its capital and its continuity. In order to achieve the objective and for better
governance, the Company has adopted a formal Risk Management Policy and also posted on
the Company website: https://www.megastarfoods.com/ . The Policy sets out key risk areas -
financial risks (including risk to assets), legislative and regulatory risks, environmental risks
(including natural disasters), operational risks (markets, production, technology, etc.), risks
relating to employment and manpower, and individual large transactional risks.

The Chairman & Managing Director of the company identifies and proposes action in respect
of all risks through his management team as and when any are perceived or foreseen or inherent
in operations; analyses these, and then recommend it to Audit Committee for its review and
further mitigation measures.

27. CREDIT RATING

During the period under the review, the Company assigned a credit rating of BB stable from
Care Edge Ratings.

The Requisite disclosures of the same has been submitted with both the Stock Exchanges.

28. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the Financial Year 2024Â¬
25 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any
Unpaid or Unclaimed Deposits at the end of the Financial Year.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is
committed to provide a healthy environment to each and every employee of the Company. The
Company has in place âPolicy for Prevention and Redressal of Sexual Harassmentâ in line
with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (hereinafter referred âas the said actâ) and Rules made there under. As
per the provisions of Section 4 of the said Act, the Board of Directors has constituted the
Internal Complaints Committee (âICCâ) at the Registered Office, works to deal with the
Complaints received by the Company pertaining to gender discrimination and sexual
harassment at workplace.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of
the number of cases filed under Sexual Harassment and their disposal for the financial year
under review, is as under: -

Sr.

No.

No. of cases pending
as on the beginning of
the financial year
under review

No. of complaints
filed during the
financial year under
review

No. of cases pending as on
the end of the financial year
under review

-NIL-

30. DEPOSITORY SYSTEMS

The Companyâs shares are compulsorily tradable in electronic form. As on 31 March 2025,
100% of the Companyâs Issued Share Capital are in dematerialized form with both the
Depositories.

The Company has established connectivity with both Depositories viz. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s Skyline Financial Services Private Limited, its Registrar and
Share Transfer Agent.

31. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year ended March 31, 2025, the company has not made any investments.
There were no instances of guarantee given or securities provided for the loans availed by any
other party. During the period under review, the company has extended loan to its wholly
owned subsidiary company M/s Megapacific Ventures Private Limited with the requisite
approvals and at the prevailing interest rates for its regular business operations in ordinary
course of its business and the same has been repaid by M/s Megapacific Ventures Private
Limited.

The details of the loan given and the amounts outstanding thereof have been provided in the
Financial Statements which forms part of the Annual Report.

32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188(1) OF THE COMPANIES ACT, 2013

During the Financial Year 2024-25, all contracts / arrangements / transactions entered into by
your Company with Related Parties were on an armâs length pricing basis and were in the
ordinary course of business and did not attract the provisions of Section 188 of the Companies
Act, 2013.

There were no materially significant transactions with related parties during the financial year
which conflicted with the interest of the Company and hence, enclosing of Form AOC 2 is not
required. Suitable disclosures as required by the Accounting Standard Ind AS - 24 have been
made in the notes to the Financial Statements.

All related party transactions are placed before the Audit Committee and also before the Board
for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for
transactions which could be foreseen and are of a repetitive nature for a period of one year. All
transactions entered into under the omnibus approval are placed before the Audit Committee
every quarter.

The Policy on Related Party Transactions, as approved by the Board is uploaded on the
Companyâs website https://www.megastarfoods.com/policies-codes-related-documents. None
of the Directors has any pecuniary relationship or transaction vis-a-vis the Company.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports
on related party transactions with the Stock Exchange.

33. CORPORATE SOCIAL RESPONSIBILITY

During the financial year, the provision of Section 135 of the Companies Act, 2013 regarding
Corporate Social Responsibility, were applicable to the company. Keeping with Company''s
core value of Good Corporate Citizenship, your Company is committed to its social
responsibility by taking various initiatives that would benefit society. In line with the
Company''s CSR Policy and CSR thrust areas, your Company''s CSR efforts continue to be
directed towards education, including vocational skills training, public health, environment and
community welfare.

The company has constituted a CSR Committee with the following composition:

Mrs. Savita Bansal	Chairperson	Non-Executive Independent Director
Mr. Vikas Goel	Member	Chairman and Managing Director
Mr. Rajiv Kathuria	Member	Non-Executive Independent Director

During the year, the Board of Directors, with the recommendation of the CSR Committee
approved and adopted an Annual Action Plan on CSR activities. The CSR Policy and other
relevant details of CSR Activities carried out during the financial year are available on the
website of the company https://www.megastarfoods.com/.

The Annual Report on CSR activities is annexed as "Annexure-5" to this report.

34. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has in place a Vigil Mechanism/ Whistle Blower Policy, in terms of provisions
of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings
of Board and its powers) Rules, 2014 which was approved by the Board of Directors. The
Companyâs personnel have direct access to the chairman of the Audit Committee to report
concerns about unethical behaviour (actual or suspected), frauds and other grievances. No
personnel of the Company have been denied access to the Audit Committee. Adequate
safeguards are being provided against victimization of whistle blowers availing of such
mechanism.

Whistle Blower Policy of the Company is posted on the website of the Company at the weblink:
https://www.megastarfoods.com/whistle-blower

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS
AND COMPANYâS OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators, courts, tribunals impacting
the going concern status and Companyâs operations in future.

36. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the Central Government.

37. COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE
REQUIREMENTS) REGULATIONS 2015

The company''s equity shares were listed on the BSE Limited and National Stock Exchange of
India Limited (NSE) which has nationwide trading terminals. The company has paid the
Annual Listing Fees to BSE and NSE for the Financial Year 2025-26. All compliances with
respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have
been duly made by the company.

38. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015,
Megastar Foods Limited is having the Code of Conduct to Regulate, Monitor and Report
Trading by Insiders. The said Code is available on the website of the Company at
https://www.megastarfoods.com/policies-codes-related-documents .

39. INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained
communication and engagement with workforce through various forums.

40. SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment
which have been adopted as core organizational values. The Company assures safety and
facilities in accordance with statutory and regulatory requirements. Employees are
continuously made aware of hazards / risks associated with their job and their knowledge and
skills are updated through requisite training to meet any emergency. Medical and occupational
check-ups of employees and eco-friendly activities are promoted. The Company does not
produce any kind of hazardous waste.

41. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Annual Audited
Consolidated Financial Statements for the financial year ended 31 March 2025, together with
Report of Auditorsâ thereon, forms part of this annual report.

42. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook, major events occurred
during the year as well as state of companyâs affairs is given in the Management Discussion
and Analysis, which forms part of this report.

43. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary, have issued Secretarial
Compliance Report for the year ended 31^st March 2025 confirming compliance of SEBI
Regulations / guidelines / circulars issued thereunder and applicable to the Company.

44. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the
year under review, based on the market capitalisation.

45. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read
with the relevant circulars and amendments thereto (''IEPF Rules''), the amount of dividend
remaining unpaid or unclaimed for a period of seven years from the due date is required to be
transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central
Government.

During the FY 2024-25, there is no such amount with respect to Unclaimed Dividend, which
is required to be transferred to Investor Education and Protection Fund (IEPF).

46. TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been
paid or claimed for seven consecutive years shall be transferred by the Company to the
designated Demat Account of the IEPF Authority (''IEPF Account'').

During FY 2024-25, there were no shares which are required to be transferred to IEPF Account.

47. GENERAL DISCLOSURE
During the year under review: -

â¢ The Company has not made any provisions of money or has not provided any loan to
the employees of the Company for purchase of shares of the Company pursuant to the
provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

â¢ The Company has not bought back its shares, pursuant to the provisions of Section 68
of Companies Act, 2013 and Rules made thereunder.

â¢ The company has made timely payments to micro and small enterprises and payments
to micro and small enterprise suppliers does not exceed forty-five days from the date
of acceptance or the date of deemed acceptance of the goods or services as per the
provisions of section 9 of the Micro, Small and Medium Enterprises Development Act,
2006.

â¢ The company is not paying any commission to its directors. Only the Non-Executive
Independent Directors are entitled to the payment of setting fees for attending the
meetings.

â¢ There was no revision of financial statements and Board Report of the company during
the year under review.

â¢ During the year, the Company has not made any application and there are no
proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

â¢ There were no instances of any one-time settlement executed between the company or
any of its lenders, hence there is no requirement of disclosing the difference between
amount of valuation done at the time of one-time settlement and the valuation done
while taking loans from banks and financial institutions along with the reasons thereof.

48. ACKNOWLEDGEMENT

Employee relations throughout the Company were harmonious. The Board wishes to place on
record its appreciation to all employees in the Company, for their sustained efforts and
immense contribution to the good levels of performance and growth that the Company has
achieved during the financial year under review.

Your directors also place on record their sincere thanks and appreciation for the continuing
support and assistance received from the financial institutions, banks, Government as well as
non- government authorities, customers, vendors, and members during the financial year under
review.

Date:06.08.2025 for and on behalf of

Place: Chandigarh MEGASTAR FOODS LIMITED

SD/- SD/-

VIKAS GOEL VIKAS GUPTA

Chairman & Managing Director Whole Time Director
DIN: 05122585 DIN: 05123386

Mar 31, 2024

The Directors are pleased to present the 13 ^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31 March 2024.

GENERAL OUTLOOK OF THE COMPANY

Our Company is having state of the art modern machinery at its wheat processing plant in Punjab, India, with an installed capacity of 200000 MT. It has been our constant endeavour at all the levels to ensure processing of wheat with quality, undertaking testing and exploring new possibilities by our team of highly skilled people. It has been our hallmark in our organization to strictly follow the Good Manufacturing Practices (GMP), Good Laboratory Practices (GLP) to ensure the high standards of food safety, quality & hygiene. At present we are catering primarily to MNCâs in India and also exporting some of our products to United Nations Organization, Europe, United States & Middle East.

Our companyâs main aim is to maintain and deepen relationships with our customers to which we can serve successfully by providing them a point of difference, adding value and ultimately, providing profitable growth for both parties. Our customers are supported by a highly skilled, enthusiastic, can-do culture team throughout the whole business. Our endeavour is to maintain an efficiently sound business in order to provide a secured future to our fellow employees while stressing on the continual improvement of our highly ranked products for a constantly enhanced customer satisfaction.

For the financial year ended on 31 March 2024 the company has earned a net profit of Rs. 616.33 Lakhs as compared to the net profit of Rs. 961.71 Lakhs, for the previous year ended on 31 March 2023.

1. FINANCIAL PERFORMANCE

The financial position of the company for the financial year ended on 31 March 2024 is summarised below:

(Rs. in Lars, exrent as stated)

PARTICULARS	STANDALONE		CONSO]	LIDATED
PARTICULARS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	25,405.82	26,752.86	27,493.21	30,420.31
Other Income	216.04	46.14	203.97	19.88
Total Revenue	25,621.86	26,799.00	27,697.19	30,440.19
Profit Before Tax, Depreciation and Finance Cost and extraordinary items	1485.89	2,117.31	1525.80	2,184.74
Finance Cost	426.20	605.17	446.74	606.72
Depreciation and Amortization expenses	257.28	215.45	257.41	215.46
Profit before Tax	802.41	1,296.69	821.65	1,362.56
Tax	186.08	334.98	189.40	354.36
Profit After Tax	616.33	961.71	632.25	1,008.20
Earnings Per Share:
Basic	6.03	9.61	6.19	10.08
Diluted	6.03	9.61	6.19	10.08

2. OPERATIONS Standalone

Revenue from operations for the year ended March 31, 2024 stood at Rs. 25,405.82 Lakhs as against Rs. 26,752.86 Lakhs for the previous year. Profit after tax for the year ended March 31, 2024 amounts to Rs. 616.33 Lakhs and EPS is Rs. 6.03 per share as against a net profit and EPS of Rs. 961.71 Lakhs and Rs. 9.61 per share, respectively for the previous year.

Consolidated

On Consolidated basis, the Revenue from operations for the year ended March 31, 2024 stood at Rs. 27,493.21 Lakhs as against Rs. 30,420.31 Lakhs for the previous year. Profit after tax for the year ended March 31, 2024 was Rs. 632.25 Lakhs and EPS is Rs. 6.19 per share as against a net profit and EPS of Rs. 1008.20 Lakhs and Rs. 10.08 per share respectively for the previous year.

3. DIVIDEND

Your directors have decided to plough back the earnings in the growth of business and for this reason, have decided, not to recommend any Dividend for the year under review.

The provisions of regulation 43A (2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding establishment of a Dividend Distribution Policy are not applicable to the company.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the financial year ended 31 March 2024, no entity became or ceased to be the Subsidiary, Joint Venture or Associate of the Company.

5. TRANSFER TO RESERVES

Entire amount of Net Profit of Rs. 616.33 Lakhs for the financial year 2023-24, has been transferred to Profit and Loss Surplus account, which appears under the head âReserves and Surplus.â No amount has been transferred to any other reserves.

6. SHARE CAPITAL

The authorised share capital of the company at the end of the Financial Year 2023-24 was Rs. 15,00,00,000 comprising of 1,50,00,000 equity shares of Rs. 10/- each and the paid-up capital was Rs. 11,29,37,000 divided into 1,12,93,700 equity shares of Rs. 10/- each.

7. CHANGES IN SHARE CAPITAL

Particulars	Number of Equity Shares	Amount (Rs.)
Shares outstanding at the beginning of the year	1,00,03,700	10,00,37,000
Changes during the year: Preferential Issue of	12,90,000	1,29,00,000
Equity Shares of Rs. 10/- each at a premium of Rs.
316/- each.
Shares outstanding at the end of the year	1,12,93,700	11,29,37,000

8. PREFERENTIAL ALLOTMENT OF EQUITY SHARES TO PROMOTE AND PROMOTER GROUP

Subsequent to approval accorded by way of Special Resolution passed in the Extra-Ordinary General Meeting held on December 23, 2023, the Company issued and allotted 12,90,000 Equity Shares on Preferential Issue basis, to subscribers inter alia including the Promoter and Promoter Group individuals, at an Issue price of ? 326 (Rupees Three Hundred Twenty-Six Only) per equity shares including Securities premium of ? 316 (Rupees Three Hundred and Sixteen Only) per equity share, aggregating up to ? 42,05,40,000. The proceeds of the Preferential Issue were utilized for prepayment of borrowings of the Company, meeting funding requirements, working capital and other general corporate purposes of the Company.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

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 relates and till the date of this Report.

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in nature of business of the Company during the financial year 2023-24.

11. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31 March 2024 prepared in accordance with accounting standard -3, âStatement of Cash Flowsâ is attached and forming part of the financial statements of the Company.

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company familiarizes its Independent Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its various committees on the relevant subjects. All efforts are made to keep Independent Directors informed. The familiarization programme of Independent Directors may be accessed on the Companyâs website https://www.megastarfoods.com/

13. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has One Wholly owned Subsidiary, Megapacific Ventures Private Limited. There is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. Further there has been no material change in the nature of business of the Subsidiaries during the financial year 2023-24.

The Consolidated Financial Statements of the Company for the financial year 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind-As) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statements have been prepared by consolidating the audited Financial Statements of the Company and its Subsidiaries. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries in the prescribed form AOC-1 is attached as âAnnexure -1â and forms part of this report. The Financial Statements of the Subsidiary Companies and related information is also available for inspection by the members at the Registered Office of the Company during business hours on all days except Sunday and holiday upto the date of Annual General Meeting (âAGMâ) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at the Registered Office/ Corporate Office of the Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiaries and all other documents are also available on the Companyâs website https://www.megastarfoods.com/ under the link Investor Relations.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Composition

As on March 31, 2024, the Companyâs Board has a strength of 6 (Six) Directors including 1 (One) Woman Director. The Chairman of the Board is an Executive Promoter Director. The composition of the Board is as below: -

Category	Number of Directors	% to Total Number of Directors
Executive Directors	3	50
Independent Non-Executive Directors	3	50

The detailed section on âBoard of Directorsâ is given in the âReport on Corporate Governanceâ forming part of the Annual Report.

During the year, Mr. Amit Mittal ceased to be a Non-Executive Independent Director of the Company effective from 03.04.2023, upon completion of his term as an Independent Director.

Mr. Rajiv Kathuria was appointed as an Additional Director designated as Non-Executive Independent Director of the Company with effect from 03.04.2023.

Further, He was regularised and appointed as a Non-Executive Independent Director of the Company for a term of 5 years, with effect from 03.04.2023, with the approval of the shareholders vide Postal Ballot dated June 23, 2023.

Optimum Composition of the Board of Directors of the Company in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 has been maintained throughout the year.

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of Association of the Company all Directors except Independent Directors are liable to retire by rotation. The Independent Directors of Company are appointed for terms upto 5 years each in compliance with the provisions of Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Declaration by Independent Directors

All Independent Directors of the Company 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 SEBI Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the criteria of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companyâs Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and Other Employees.

Re-appointment of Independent Non-Executive Directors for a second term of 5 (five) consecutive years

The first terms of office of Mr. Prabhat Kumar, and Mrs. Savita Bansal, Independent Directors of the company expired on 3^rd April 2023. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th August 2022 recommended their re-appointments as Non- Executive Independent Directors of the Company for second terms of 5 (five) consecutive years each, subject to the approval of the members by way of special resolution. Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of Association of the Company all directors except Independent Directors are liable to retire by rotation.

Accordingly, the members in the 11^th Annual general meeting of the company held on 26^thSeptember, 2022 passed special resolutions for the re-appointment of both Mr. Prabhat Kumar, and

Mrs. Savita Bansal as Independent Directors of the company for their respective second terms of 5 years each w.e.f. 4^th April, 2023.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of Association of the Company all directors except Independent Directors are liable to retire by rotation. Accordingly, Mr. Vikas Gupta (DIN: 05123386), Whole-time Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and being eligible, has offered his candidature for re-appointment. This shall not constitute a break in his office as the Whole-time Director of the Company.

Re-appointment of Executive Directors for a period of 5 (five) years

The previous tenures of Mr. Vikas Goel (DIN: 05122585) as Chairman & Managing Director, Mr. Vikas Gupta (DIN: 05123386) as a Whole Time Director and Mr. Mudit Goyal (DIN: 08099543) as Whole Time Director of the Company expired on 3^rd April, 2023.

Upon the recommendation of Nomination and Remuneration Committee, the Board of Directors in its meeting held on 12^th August 2022 accorded its approval for re-appointment of Mr. Vikas Goel (DIN: 05122585) as Chairman & Managing Director and Mr. Vikas Gupta (DIN: 05123386) and Mr. Mudit Goyal (DIN: 08099543) as Whole Time Directors of the company, for a further period of five years w.e.f. 04 April 2023 to 03 April 2028, subject to the approval of shareholders.

Accordingly, the members in the 11^th Annual general meeting of the company held on 26^thSeptember, 2022 passed special resolutions for the re-appointment of Mr. Vikas Goel (DIN: 05122585) as Chairman & Managing Director and Mr. Vikas Gupta (DIN: 05123386) and Mr. Mudit Goyal (DIN: 08099543) as Whole Time Directors of the company, for a further period of five years w.e.f. 04 April 2023 to 03 April 2028.

Brief Resume of the Directors being appointed/re-appointed

As required under Regulation 36 of the SEBI Listing Regulations, the brief resume of the Director being re-appointed at the ensuing AGM, the nature of their expertise in specific functional areas, names of Companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding, etc. are forming part of the Notice calling AGM of the Company.

KEY MANAGERIAL PERSONNELS

The details of Key Managerial Personnelâs (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with rules framed thereunder, are as follows: -

S. No.	NAME	DESIGNATION	TENURE
1.	Mr. Vikas Goel	Chairman & Managing Director	Since 28.11.2011
2.	Ms. Manisha Gupta	Chief Financial Officer	Since 12.02.2020
3.	Mr. Dheeraj Kheriwal	Company Secretary	16.03.2021 to 30.06.2023
4.	Ms. Sapna	Company Secretary	20.09.2023 to 08.12.2023
5.	Ms. Deepali Chhabra	Company Secretary	Since 08.01.2024

15. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, as on 31^st March 2024, the Audit Committee of Megastar Foods Limited comprises of following 3 (Three) Members, 2 (Two) Members are Independent NonExecutive Directors and 1 (One) is Executive Director: -

Name	Designation	Category
Mrs. Savita Bansal¹	Chairperson	Independent Non-Executive Director
Mr. Vikas Goel	Member	Managing Director
Mr. Rajiv Kathuria¹	Member	Independent Non-Executive Director
Mr. Prabhat Kumar¹	Member	Independent Non-Executive Director
Mr. Amit Mittal¹	Chairman	Independent Non-Executive Director

*Mr. Amit Mittal ceased to be a member & chairman of the Audit Committee w.e.f. 03.04.2023.

*Mr. Prabhat Kumar ceased to be a member of the Audit Committee w.e.f. 03.04.2023.

*Mrs. Savita Bansal induced as the Chairperson of the Audit Committee w.e.f. 03.04.2023 *Mr. Rajiv Kathuria induced as a member of the Audit Committee w.e.f. 03.04.2023.

The recommendation made by the Audit Committee from time to time was accepted by the Board of Directors. The details of the terms of reference, meetings held during the year, attendance of Audit Committee members at such meetings etc. are provided in the Report on Corporate Governance forming part of this Annual Report.

16. POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Executive Directors is in accordance with the Nomination and Remuneration Policy of Megastar Foods Limited formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

â¢ To identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment

â¢ To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel, Senior Management Personnel of the Company.

â¢ To formulate the criteria for evaluation of performance of independent directors and the board of directors.

â¢ To recommend to the Board on all remuneration in whatever form, payable to the Directors, KMPs and Senior Management.

â¢ To develop a succession plan for the Board and to regularly review the plan.

â¢ To assist the Board in fulfilling responsibilities.

The Nomination and Remuneration policy of Megastar Foods Limited is available on the website of the Company at the weblink http://megastarfoods.com/assets/pdf/NOMINATION-REMUNERATION-AND-BOARD-DIVERSITY-POLICY.PDF

17. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS

During the year under review, 11 (Eleven) Board meetings, 4 (Four) Audit Committee meetings, 2 (Two) Stakeholders Relationship Committee meetings, 2 (Two) Nomination & Remuneration Committee meetings, and 2 (Two) Corporate Social Responsibility Committee meetings were convened and held. Details and attendance of such Board & Committees meetings are mentioned in Corporate Governance Report.

Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Director of the company was also held.

18. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, its imperative that the Board remains continually energized, proactive and effective.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directorsâ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Companies Act, 2013, not only mandates Board and Director Evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, SEBI Listing Regulations has also contained the provisions regarding requirement of performance evaluation of Independent Directors by the entire Board of Directors.

The Independent Directors of the Company met separately without the presence of Non-Independent Directors and inter-alia reviewed the performance of the Members of Management, Non-Independent Directors, Board as a whole, performance of the Chairman of the Company and the Committees, after taking into consideration the views of Executive and Non-Executive Directors.

In compliance with the provisions of SEBI Listing Regulations, the Board of Directors has also carried out evaluation of every Independent Directorâs performance during the financial year.

19. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, the Directors confirm: -

â¢ In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

â¢ Such accounting policies have been selected and applied consistently and the Directors have made judgements 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 31 March 2024 and of the Profit and Loss of the Company for the year ended on that date;

â¢ Proper and sufficient care has been taken 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;

â¢ The annual accounts of the Company have been prepared on a going concern basis;

â¢ Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

â¢ Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with rules framed thereunder, the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as âAnnexure-2â and forms part of this report.

21. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

A statement containing the details of the Remuneration of Directors and KMPs as required under Section 197(12) of the Companies Act, 2013 read with rules framed thereunder, is attached as âAnnexure-3.â and forms part of this Report.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https://www.megastarfoods.com/annual-return

23. AUDITORS AND AUDITORSâ REPORT

I.) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013, M/s. Nitin Mahajan & Associates Chartered Accountants (Firm Registration No. 019837N), were appointed as the Statutory Auditors of the Company by the Shareholders in the 12th AGM of the Company held on September 27, 2023 for a further term of 5 (Five) years from the Financial Year 2023-24 to Financial Year 2027-28. The requirement to place the matter relating to ratification of appointment by members at every AGM has been done away by the Companies (Amendment) Act, 2017 w.e.f. 07 May 2018. The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark. During the financial year, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

II. ) SECRETARIAL AUDITORS

As required under Section 204(1) of the Companies Act, 2013 read with rules framed thereunder, the Company has appointed Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary (M. No. 5901 & C.P. No. 5870), to conduct the Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report submitted by Mr. Kanwaljit Singh Thanewal in the prescribed form MR- 3, together with the Management Replies to the comments made by the Secretarial Auditor, is attached as âAnnexure - 4â and forms part of this Report.

III. ) COST AUDIT

As per the provisions of Section 148 read with the Cost Audit Rules, the provisions regarding Cost Audit is not applicable to the Company.

24. CORPORATE GOVERNANCE

At Megastar Foods Limited, it is our firm belief that the quintessence of Good Corporate Governance lies in the phrase âYour Companyâ. It is âYour Companyâ because it belongs to you-the Stakeholders. The Chairman and Directors are âYourâ fiduciaries and trustees.

Your Company has evolved and followed the corporate governance guidelines and best practices sincerely to not just boost long-term Shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Your Company is devoted to benchmarking itself with global standards for providing Good Corporate Governance. The Companies Act, 2013 and SEBI Listing Regulations have strengthened the governance regime in the Country. Your Company is in compliance with the governance requirements provided under SEBI Listing Regulations.

The Board has also evolved and implemented a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the Companyâs website at https://www.megastarfoods.com/

A separate section titled âReport on Corporate Governanceâ has been included in this Annual Report along with Secretarial Auditors Certificate on Corporate Governance.

25. INTERNAL FINANCIAL CONTROL SYSTEM

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the inhouse internal audit department and the observations, corrective and preventative actions are reviewed by the management and Audit committee of the Board of Directors.

During financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013, re-emphasizes the need for an effective Internal Financial Control System in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board Report.

To ensure effective Internal Financial Controls, the Company has laid down the following measures:

â¢ The Companyâs books of accounts are maintained in ERP and transactions are executed through ERP setups to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

â¢ The Company is having in place a Risk Management framework.

â¢ The Company is having in place a well-defined Vigil Mechanism (Whistle Blower Policy).

â¢ Compliance of Secretarial functions is ensured by way of Secretarial Audit.

â¢ Compliance relating to Internal Control System of the Company is ensured by way of Internal Audit.

27. RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Company has adopted a formal Risk Management Policy and also posted on the Company website: https://www.megastarfoods.com/ . The Policy sets out key risk areas - financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower, and individual large transactional risks.

The Chairman & Managing Director of the company identifies and proposes action in respect of all risks through his management team as and when any are perceived or foreseen or inherent in operations; analyses these, and then recommend it to Audit Committee for its review and further mitigation measures.

28. CREDIT RATING

The Company has not been subject to credit rating during the year under review.

29. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place âPolicy for Prevention and Redressal of Sexual Harassmentâ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred âas the said actâ) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (âICCâ) at the Registered Office, Works to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:-

Sr.

No.

No. of cases pending as on the beginning of the financial year under review

No. of complaints filed during the financial year under review

No. of cases pending as on the end of the financial year under review

-NIL-

31. DEPOSITORY SYSTEMS

The Companyâs shares are compulsorily tradable in electronic form. As on 31 March 2024, 100% of the Companyâs Paid-up Equity Share Capital are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s Skyline Financial Services Private Limited, its Registrar and Share Transfer Agent.

32. PARTICULARS OF LOAN(S), GUARANTEEDS) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

As on March 31, 2024, the company has not made any investments. There were no instances of guarantee given or securities provided for the loans availed by any other party. During the period under review, the company has extended loan to its wholly owned subsidiary company M/s Megapacific Ventures Private Limited with the requisite approvals and at the prevailing interest rates for its regular business operations in ordinary course of its business and the same has been repaid by M/s Megapacific Ventures Private Limited.

The details of the loan given and the amounts outstanding thereof have been provided in the Financial Statements which forms part of the Annual Report.

33. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised âPolicy on Related Party Transactionsâ, which is also available on the Companyâs website at https://www.megastarfoods.com/policies-codes-related-documents . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All transactions entered into with related parties as defined under the Companies Act, 2013 read with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, were in the ordinary course of business and at armâs-length price.

There was no materially significant related party transaction entered into by the Company with its promoters, directors or key managerial personnel which may have potential conflict with the interest of the Company at large or which warrants the approval of the members.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, for all the transactions covered therein, in Form AOC-2 is for the financial year ended 31 March, 2024 forms part of this report enclosed as Annexure-5.

Details of related party transactions entered into by the Company, in terms of IND AS-24 are disclosed in the financial statements for the financial year ended 31^st March, 2024. All related party transactions were placed before the audit committee for prior approval and review on a quarterly basis and prior omnibus approval of the audit committee was obtained for the transactions which were of a repetitive nature.

34. CORPORATE SOCIAL RESPONSIBILITY

During the financial year, the provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility, were applicable to the company. Keeping with Company''s core value of Good Corporate Citizenship, your Company is committed to its social responsibility by taking various initiatives that would benefit society. In line with the Company''s CSR Policy and CSR thrust areas, your Company''s CSR efforts continue to be directed towards education, including vocational skills training, public health, environment and community welfare.

The company has constituted a CSR Committee with the following composition:

Mr. Amit Mittal^@	Chairman	Non-Executive Independent Director
Mr. Vikas Goel	Member	Chairman and Managing Director
Mr. Prabhat Kumar^@	Member	Non-Executive Independent Director
Mrs. Savita Bansal@	Chairperson	Non-Executive Independent Director
Mr. Rajiv Kathuria@	Member	Non-Executive Independent Director

@Mr. Amit Mittal ceased to be a member & chairman of the CSR Committee w.e.f. 03.04.2023.

@ Mr. Prabhat Kumar ceased to be a member of the CSR Committee w.e.f. 03.04.2023.

@Mrs. Savita Bansal induced as the Chairperson of the CSR Committee w.e.f. 03.04.2023 @Mr. Rajiv Kathuria induced as a member of the CSR Committee w.e.f. 03.04.2023.

During the year, the Board of Directors, with the recommendation of the CSR Committee approved and adopted an Annual Action Plan on CSR activities. The CSR Policy and other relevant details of CSR Activities carried out during the financial year are available on the website of the company https://www.megastarfoods.com/.

The Annual Report on CSR activities is annexed as "Annexure-6" to this report.

35. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has in place a Vigil Mechanism/ Whistle Blower Policy, in terms of provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 which was approved by the Board of Directors. The Companyâs personnel have direct access to the chairman of the Audit Committee to report concerns about unethical behaviour (actual or suspected), frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee. Adequate safeguards are being provided against victimization of whistle blowers availing of such mechanism.

Whistle Blower Policy of the Company is posted on the website of the Company at the weblink: https://www.megastarfoods.com/whistle-blower

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future.

37. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards - 1 and Secretarial Standards -2 issued by the Institute of Company Secretaries of India and approved by the Central Government.

38. COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The company''s equity shares were listed on the BSE Limited and National Stock Exchange of India Limited (NSE) which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE and NSE for the Financial Year 2024-25. All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have been duly made by the company.

39. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, Megastar Foods Limited is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the website of the Company at https://www.megastarfoods.com/policies-codes-related-documents .

40. INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

41. SAFETY. HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are continuously made aware of hazards / risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted. The Company does not produce any kind of hazardous waste.

42. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Annual Audited Consolidated Financial Statements for the financial year ended 31 March 2024, together with Report of Auditorsâ thereon, forms part of this annual report.

43. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook, major events occurred during the year as well as state of companyâs affairs is given in the Management Discussion and Analysis, which forms part of this report.

44. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary, have issued Secretarial Compliance Report for the year ended 31^st March 2024 confirming compliance of SEBI Regulations / guidelines / circulars issued thereunder and applicable to the Company.

45. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalisation.

46. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto (''IEPF Rules''), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the FY 2023-24, there is no such amount with respect to Unclaimed Dividend, which is required to be transferred to Investor Education and Protection Fund (IEPF).

47. TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (''IEPF Account'').

During FY 2023-24, there were no shares which are required to be transferred to IEPF Account.

48. GENERAL DISCLOSURE During the year under review: -

â¢ The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

â¢ The Company has not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

â¢ The company has made timely payments to micro and small enterprises and payments to micro and small enterprise suppliers does not exceed forty-five days from the date of acceptance or the date of deemed acceptance of the goods or services as per the provisions of section 9 of the Micro, Small and Medium Enterprises Development Act, 2006.

â¢ The company is not paying any commission to its directors. Only the Non-Executive Independent Directors are entitled to the payment of setting fees for attending the meetings.

â¢ There was no revision of financial statements and Board Report of the company during the year under review.

â¢ During the year, the Company has not made any application and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

â¢ There were no instances of any one-time settlement executed between the company or any of its lenders, hence there is no requirement of disclosing the difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loans from banks and financial institutions along with the reasons thereof.

49. ACKNOWLEDGEMENT

Employee relations throughout the Company were harmonious. The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contribution to the good levels of performance and growth that the Company has achieved during the financial year under review.

Your directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as nongovernment authorities, customers, vendors, and members during the financial year under review.

Date:09.08.2024 for and on behalf of

Place: Chandigarh MEGASTAR FOODS LIMITED

SD/- SD/-

VIKAS GOEL VIKAS GUPTA

Chairman & Managing Director Whole Time Director DIN:05122585 DIN: 05123386

To evaluate the performance of the Members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

Mar 31, 2023

The Directors are pleased to present the 12^th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended 31 March 2023.

GENERAL OUTLOOK OF THE COMPANY

Our Company is having state of the art modern machinery at its wheat processing plant in Punjab, India, with an installed capacity of 100000 MT. It has been our constant endeavour at all the levels to ensure processing of wheat with quality, undertaking testing and exploring new possibilities by our team of highly skilled people. It has been our hallmark in our organization to strictly follow the Good Manufacturing Practices (GMP), Good Laboratory Practices (GLP) to ensure the high standards of food safety, quality & hygiene. At present we are catering primarily to MNCâs in India and also exporting some of our products to United Nations Organization, Europe, United States & Middle East.

For the financial year ended on 31 March 2023 the company has earned a net profit of Rs. 961.71 Lakhs as compared to the net profit of Rs. 527.46 Lakh, for the previous year ended on 31 March 2022.

1. FINANCIAL PERFORMANCE

The financial position of the company for the financial year ended on 31 March 2023 is summarised below:

			Rs. in Lacs, except as stated)
PARTICULARS	STANDALONE		CONSO]	IDATED
PARTICULARS	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	26,752.86	18,480.01	30,420.31	18,480.01
Other Income	46.14	23.64	19.88	47.06
Total Revenue	26,799.00	18,503.65	30,440.19	18,527.07
Profit Before Tax, Depreciation and Finance Cost and extraordinary items	2,117.31	1,183.79	2,184.74	1,205.40
Finance Cost	605.17	298.48	606.72	298.48
Depreciation and Amortization expenses	215.45	185.44	215.46	185.44
Profit before Tax	1,296.69	699.87	1,362.56	721.48
Tax	334.98	172.41	354.36	176.20
Profit After Tax	961.71	527.46	1,008.20	545.28
Earnings Per Share:
Basic	9.61	5.31	10.08	5.49
Diluted	9.61	5.31	10.08	5.49

2. OPERATIONS Standalone

Revenue from operations for the year ended 31 March 2023 stood at Rs. 26,752.86 Lakhs as against Rs. 18480.01 Lakhs for the previous year. Profit after tax for the year ended 31 March 2023 was Rs. 961.71 Lakhs and EPS is Rs. 9.61/- per share as against a net profit and EPS of Rs. 527.46 Lakhs and Rs. 5.31 /- per share respectively for the previous year.

Consolidated

On Consolidated basis, the Revenue from operations for the year ended 31 March 2023 stood at Rs. 30,420.31 Lakhs as against Rs. 18480.01 Lakhs for the previous year. Profit after tax for the year ended 31 March 2023 was Rs. 1008.20 Lakhs and EPS is Rs. 10.08/- per share as against a net profit and EPS of Rs. 545.28 Lakhs and Rs. 5.50/- per share respectively for the previous year.

3. DIVIDEND

Your Directors have decided to plough back the earnings in the growth of business and for this reason, have decided, not to recommend any Dividend for the year under review.

The provisions of regulation 43A (2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding establishment of a Dividend Distribution Policy are not applicable to the company.

4. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the financial year ended 31 March 2023, no entity became or ceased to be the Subsidiary, Joint Venture or Associate of the Company.

5. TRANSFER TO RESERVES

Entire amount of Net Profit of Rs. 961.71 Lakhs for the financial year 2022-23, has been transferred to Profit and Loss Surplus account, which appears under the head âReserves and Surplus.â No amount has been transferred to any other reserves.

6. SHARE CAPITAL

The authorised share capital of the company at the end of the Financial Year 2022-23 was Rs. 15,00,00,000/-comprising of 1,50,00,000 equity shares of Rs. 10/- each and the paid up capital was 1,00,03,70,00 divided into 1,00,03,700 equity shares of Rs. 10/- each.

7. CHANGES IN SHARE CAPITAL

During the financial year, there were no changes in the share capital of the company. There were no instances of preferential issue, bonus issue of shares, issue of shares with differential voting rights, Employee Stock Option Schemes or buy back of shares etc.

8. MATERIAL CHANGES AND COMMITMENTS. IF ANY. 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

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 relates and till the date of this Report.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in nature of business of the Company during the financial year 2022-23.

10. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31 March 2023 prepared in accordance with accounting standard -3, âStatement of Cash Flowsâ is attached and forming part of the financial statements of the Company.

11- FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Company familiarizes its Directors about their role and responsibilities at the time of their appointment through a formal letter of appointment. Presentations are regularly made at the meetings of the Board and its various committees on the relevant subjects. All efforts are made to keep Independent Directors aware. The familiarization of Independent Directors may be accessed on the Companyâs website www.megastarfoods.com

12. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has One Wholly owned Subsidiary, Megapacific Ventures Private Limited. There is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. Further there has been no material change in the nature of business of the Subsidiaries during the financial year 2022-23.

The Consolidated Financial Statements of the Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable Indian Accounting Standards (Ind-As) and SEBI Listing Regulations. The Consolidated Financial Statements have been prepared by consolidating the audited Financial Statements of the Company and its Subsidiaries. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries in the prescribed form AOC-1 is attached as âAnnexure -1â and forms part of this report. The Financial Statements of the Subsidiary Companies and related information is also available for inspection by the members at the Registered Office/ Corporate Office of the Company during business hours on all days except Sunday and holiday upto the date of Annual General Meeting (âAGMâ) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at the Registered Office/ Corporate Office of the Company. The Financial Statements including the Consolidated Financial Statements, Financial Statements of Subsidiaries and all other documents are also available on the Companyâs website www.megastarfoods.com under the link Investor Relations.

13. BOARD OF DIRECTORSAND KEY MANAGERIAL PERSONNELBoard Composition

As on 31 March 2023, the Companyâs Board has a strength of 6 (Six) Directors including 1 (One) Woman Director. The Chairman of the Board is an Executive Promoter Director. The composition of the Board is as below:-

Category	Number of Directors	% to Total Number of Directors
Executive Directors	3	50
Independent Non-Executive Directors	3	50

The detailed section on âBoard of Directorsâ is given in the âReport on Corporate Governanceâ forming part of the Annual Report.

During the year, there is no change (appointment or cessation) in the office of Directors during the year. Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of Association of the Company all Directors except Independent Directors are liable to retire by rotation. The Independent Directors of Company are appointed for terms upto 5 years each in compliance with the provisions of Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Declaration by Independent Directors

All Independent Directors of the Company 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 SEBI Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the criteria of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companyâs Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and Other Employees.

Re-appointment of Independent Non-Executive Directors for a second term of 5 (five) consecutive years

Accordingly, the members in the 11^th Annual general meeting of the company held on 26^th September, 2022 passed special resolutions for the re-appointment of both Mr. Prabhat Kumar, and Mrs. Savita Bansal as Independent Directors of the company for their respective second terms of 5 years each w.e.f. 4^th April, 2023.

Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of Association of the Company all directors except Independent Directors are liable to retire by rotation. Accordingly, Mr. Vikas Goel (DIN: 05122585), Chairman and Managing Director of the Company, being the longest in the office amongst the directors liable to retire by rotation, retire from the Board by rotation this year and being eligible, has offered her candidature for re-appointment. This shall not constitute a break in her office as the Chairman and Managing Director of the Company.

Re-appointment of Executive Directors for a period of 5 (five) years

Considering the recommendation of Nomination and Remuneration Committee of the Company, the Board of Directors of the Company in its meeting held on 12^th August 2022, recommended for further approval of shareholders to re-appoint Mr. Vikas Goel (DIN: 05122585) as Chairman & Managing Director and Mr. Vikas Gupta (DIN: 05123386) and Mr. Mudit Goyal (DIN: 08099543) as Whole Time Directors of the company, for a further period of five years w.e.f. 04 April 2023 to 03 April 2028.

Accordingly, the members in the 11^th Annual general meeting of the company held on 26^th September, 2022 passed special resolutions for the re-appointment of Mr. Vikas Goel (DIN: 05122585) as Chairman & Managing Director and Mr. Vikas Gupta (DIN: 05123386) and Mr. Mudit Goyal (DIN: 08099543) as Whole Time Directors of the company, for a further period of five years w.e.f. 04 April 2023 to 03 April 2028.

Brief Resume of the Directors being appointed/re-appointed

As required under Regulation 36 of the SEBI Listing Regulations, the brief resume of the Director being re-appointed at the ensuing AGM, the nature of their expertise in specific functional areas, names of Companies in which they have held Directorships, Committee Memberships/ Chairmanships, their shareholding, etc. are forming part of the Notice calling AGM of the Company.

KEY MANAGERIAL PERSONNELS

The details of Key Managerial Personnelâs (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with rules framed thereunder, are as follows:-

*Ceased	S. No.	NAME	DESIGNATION	DATE OF ORIGINAL APPOINTMENT
	1.	Mr. Vikas Goel	Chairman & Managing Director	28.11.20211
	2.	Mr. Vikas Gupta	Whole Time Director	28.11.20211
	3.	Mr. Mudit Goyal	Whole Time Director	31.03.2018
	4.	Mr. Amit Mittal	Non-Executive Independent Director	04.04.2018
	5.	Mr. Prabhat Kumar	Non-Executive Independent Director	04.04.2018
	6.	Ms. Savita Bansal	Non-Executive Independent Director	04.04.2018
	7.	Mr. Dhiraj Kheriwal*	Company Secretary	16.03.2021
	8.	Mr. Manisha Gupta	Chief Financial Officer	12.02.2020
	to the Company Secretary anc		Compliance Officer of the company w.e.f. 30.06.2023.

14. AUDIT COMMITTEE

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, as on 31^st March 2023, the Audit Committee of Megastar Foods Limited comprises of following 3 (Three) Members, 2 (Two) Members are Independent Non-Executive Directors and 1 (One) is Executive Director:-

Name	Designation	Category
Mr. Amit Mittal*	Chairman	Independent Non-Executive Director
Mr. Vikas Goel	Member	Executive & Managing Director
Mr. Prabhat Kumar*	Member	Independent Non-Executive Director
Mrs. Savita Bansal*	Chairperson	Independent Non-Executive Director
Mr. Rajiv Kathuria*	Member	Independent Non-Executive Director
*Mr. Amit Mittal ceased to be a member & chairman of the Audit Committee w.e.f. 03.04.2023. Mr. Prabhat Kumar ceased to be a member of the Audit Committee w.e.f. 03.04.2023. Mrs. Savita Bansal induced as the Chairperson of the Audit Committee w.e.f. 03.04.2023 Mr. Rajiv Kathuria induced as a member of the Audit Committee w.e.f. 03.04.2023.

The recommendation made by the Audit Committee from time to time was accepted by the Board of Directors. The details of the terms of reference, meetings held during the year, attendance of Audit Committee members at such meetings etc. are provided in the Report on Corporate Governance forming part of this Annual Report.

15. POLICY ON REMUNERATION OF DIRECTORS. KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Executive Directors is in accordance with the Nomination and Remuneration Policy of Megastar Foods Limited formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

â¢ To identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment

â¢ To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel, Senior Management Personnel of the Company.

â¢ To formulate the criteria for evaluation of performance of independent directors and the board of directors.

â¢ To evaluate the performance of the Members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

â¢ To recommend to the Board on all remuneration in whatever form, payable to the Directors, KMPs and Senior Management.

â¢ To develop a succession plan for the Board and to regularly review the plan.

â¢ To assist the Board in fulfilling responsibilities.

The Nomination and Remuneration policy of Megastar Foods Limited is available on the website of the Company at the weblink http://megastarfoods.com/assets/pdf/NOMINATION-REMUNERATION-AND-BOARD-DIVERSITY-POLICY.PDF

16. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS

During the year under review, 4 (Four) Board meetings, 4 (Four) Audit Committee meetings, 4 (Four) Stakeholders Relationship Committee meetings, 3 (Three) Nomination & Remuneration Committee meetings, and 2 (Two) Corporate Social Responsibility Committee meetings were convened and held. Details and attendance of such Board & Committees meetings are mentioned in Corporate Governance Report.

Pursuant to clause VII (1) of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Director of the company was also held.

17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As the ultimate responsibility for sound governance and prudential management of a Company lies with its Board, its imperative that the Board remains continually energized, proactive and effective.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfilment of Directorsâ obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The Companies Act, 2013, not only mandates Board and Director Evaluation, but also requires the evaluation to be formal, regular and transparent. Subsequently, SEBI Listing Regulations has also contained the provisions regarding requirement of performance evaluation of Independent Directors by the entire Board of Directors.

In compliance with the provisions of SEBI Listing Regulations, the Board of Directors has also carried out evaluation of every Independent Directorâs performance during the financial year.

18. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, the Directors confirm:-

â¢ In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

â¢ Such accounting policies have been selected and applied consistently and the Directors have made judgements 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 31 March 2022 and of the Profit and Loss of the Company for the year ended on that date;

â¢ Proper and sufficient care has been taken 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;

â¢ The annual accounts of the Company have been prepared on a going concern basis;

â¢ Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

â¢ Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. ENERGY CONSERVATION. RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of Section 134 (3) (m) of the Companies Act, 2013 read with rules framed thereunder, the details of activities in the nature of Energy Conservation, Research and Development, Technology Absorption and Foreign Exchange Earnings and Outgo is attached as âAnnexure-2â and forms part of this report.

20. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

21. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Actread with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at https://www.megastarfoods.com/annual-return.

22. AUDITORS AND AUDITORSâ REPORT

I. ) STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013, the members may please be informed that the tenure of M/s Avnish Sharma & Associates, as the Statutory Auditors of the company shall come to an end with the conclusion of the upcoming 12^th Annual General Meeting and in terms of Section 139 (1) of the Companies Act, 2013, M/s Avnish Sharma & Associates are not eligible to be reappointed as Statutory Auditors of the company.

In view of the above, the Audit Committee and the Board of Directors of the company have recommended the appointment of M/s Nitin Mahajan & Associates, Chartered Accountants (Firm Registration No. 019837N) as Statutory Auditors of the company for a period of 5 years to hold office from the conclusion of this 12^th AGM till the conclusion of the 17^th AGM to be held in the year 2028, at such remuneration as may be decided by the Board of Directors.

As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from M/s. Nitin Mahajan & Associates, Chartered Accountants, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed thereunder and has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed there under for appointment as Statutory Auditors of the Company. Further, they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations. M/s. Nitin Mahajan & Associates, Chartered Accountants, Chandigarh (Firm Registration No. 019837N) was established about a decade ago and having experience of about 10 years of handling various assignments of various reputed and big Companies and has attained leading position in the field of Audit, Accounting and VAT in the region.

The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

During the financial year, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

II. ) SECRETARIAL AUDITORS

As required under Section 204(1) of the Companies Act, 2013 read with rules framed thereunder, the Company has appointed Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary (M. No. 5901 & C.P. No. 5870),to conduct the Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report submitted by Mr. Kanwaljit Singh Thanewal in the prescribed form MR- 3 is attached as âAnnexure - 4â and forms part of this Report.

In respect of the comment made by the Secretarial Auditor in his report it is hereby clarified that the company had duly sought the approval of the audit Committee and the members, where applicable for the related party transactions. However, due to inclusion of some cost components not considered earlier, the actual value of the related party transactions exceeded the omnibus approval by Audit Committee. While the modifications in the previously approved related party transactions has been approved by the Audit Committee, the management has decided to seek ratification of the excess value of the transactions, from the members, for the transaction, which subsequently became material during the financial year.

III.) COST AUDIT

As per the provisions of Section 148 read with the Cost Audit Rules, the provisions regarding Cost Audit is not applicable to the Company.

23. CORPORATE GOVERNANCE

At Megastar Foods Limited, it is our firm belief that the quintessence of Good Corporate Governance lies in the phrase âYour Companyâ. It is âYour Companyâ because it belongs to you-the Stakeholders. The Chairman and Directors are âYourâ fiduciaries and trustees.

Your Company has evolved and followed the corporate governance guidelines and best practices sincerely to not just boost long-term Shareholder value, but to also respect minority rights. We consider it our inherent responsibility to disclose timely and accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

Your Company is devoted to benchmarking itself with global standards for providing Good Corporate Governance. The Companies Act, 2013 and SEBI Listing Regulations have strengthened the governance regime in the Country. Your Company is in compliance with the governance requirements provided under SEBI Listing Regulations.

The Board has also evolved and implemented a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the Companyâs website at www.megatsrfoods.com

A separate section titled âReport on Corporate Governanceâ has been included in this Annual Report along with Secretarial Auditors Certificate on Corporate Governance.

24. INTERNAL FINANCIAL CONTROL SYSTEM

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in- house internal audit department and the observations, corrective and preventative actions are reviewed by the management and Audit committee of the Board of Directors.

During financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Companies Act, 2013, re-emphasizes the need for an effective Internal Financial Control System in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board Report.

To ensure effective Internal Financial Controls, the Company has laid down the following measures:-

â¢ The Companyâs books of accounts are maintained in ERP and transactions are executed through ERP setups to ensure correctness/effectiveness of all transactions, integrity and reliability of reporting.

â¢ The Company is having in place a Risk Management framework.

â¢ The Company is having in place a well-defined Vigil Mechanism (Whistle Blower Policy).

â¢ Compliance of Secretarial functions is ensured by way of Secretarial Audit.

â¢ Compliance relating to Internal Control System of the Company is ensured by way of Internal Audit.

26. RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Company has adopted a formal Risk Management Policy and also posted on the Company website: www.megastarfoods.com. The Policy sets out key risk areas - financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower, and individual large transactional risks.

The Chairman & Managing Director of the company identifies and proposes action in respect of all risks through his Management team as and when any are perceived or foreseen or inherent in operations; analyses these, and then recommend it to Audit Committee for its review and further mitigation measures.

27. CREDIT RATING

The Company has no credit rating during the year under review.

28. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any Deposits during the Financial Year 2022-23 in terms of Chapter V of the Companies Act, 2013. Further, the Company is not having any Unpaid or Unclaimed Deposits at the end of the Financial Year.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place âPolicy for Prevention and Redressal of Sexual Harassmentâ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred âas the said actâ) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (âICCâ) at the Registered Office, Works to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:-

Sr.

No.

No. of cases pending as on the beginning of the financial year under review

No. of complaints filed during the financial year under review

No. of cases pending as on the end of the financial year under review

-NIL-

30. DEPOSITORY SYSTEMS

The Companyâs shares are compulsorily tradable in electronic form. As on 31 March 2023, 100% of the Companyâs Paid-up Equity Share Capital representing 10003700 Equity Shares are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s Skyline Financial Services Private Limited, its Registrar and Share Transfer Agent across physical and electronic alternative.

31. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year, the company has not made any investments. There were no instances of guarantee given or securities provided for the loans availed by any other party. The company has extended loan to its wholly owned subsidiary company M/s Megapacific Ventures Private Limited with the requisite approvals and at the prevailing interest rates for its regular business operations in ordinary course of its business. The details of the loan given and the amounts outstanding thereof have been provided in the Financial Statements which forms part of the Annual Report.

32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

In line with the requirements of the Companies Act, 2013 and amendment to the Listing Regulations, your Company has formulated a revised âPolicy on Related Party Transactionsâ, which is also available on the Companyâs website at https://www.megastarfoods.com/policies-codes-related-documents. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All transactions entered into with related parties as defined under the Companies Act, 2013 read with Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, were in the ordinary course of business and at armâs-length price.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, for all the transactions covered therein, in Form AOC-2 is for the financial year ended 31 March, 2023 forms part of this report enclosed as Annexure-5.

Details of related party transactions entered into by the Company, in terms of IND AS-24 are disclosed in the financial statements for the financial year ended 31^st March, 2023. All related party transactions were placed before the audit committee for prior approval and review on a quarterly basis and prior omnibus approval of the audit committee was obtained for the transactions which were of a repetitive nature.

33. CORPORATE SOCIAL RESPONSIBILITY

During the financial year, the provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility, became applicable to the company. Keeping with Company''s core value of Good Corporate Citizenship, your Company is committed to its social responsibility by taking various initiatives that would benefit society. In line with the Company''s CSR Policy and CSR thrust areas, your Company''s CSR efforts continue to be directed towards education, including vocational skills training, public health, environment and community welfare.

The company has constituted a CSR Committee with the following composition:

Mr. Amit Mittal@	Chairman	Non Executive Independent Director
Mr. Vikas Goel	Member	Chairman and Managing Director
Mr. Prabhat Kumar@	Member	Non Executive Independent Director
Mrs. Savita Bansal@	Chairperson	Non Executive Independent Director
Mr. Rajiv Kathuria@	Member	Non Executive Independent Director
@Mr. Amit Mittal ceased to be a member & chairman of the CSR Committee w.e.f. 03.04.2023. Mr. Prabhat Kumar ceased to be a member of the CSR Committee w.e.f. 03.04.2023. Mrs. Savita Bansal induced as the Chairperson of the CSR Committee w.e.f. 03.04.2023 Mr. Rajiv Kathuria induced as a member of the CSR Committee w.e.f. 03.04.2023.

During the year, the Board of Directors, with the recommendation of the CSR Committee approved and adopted a CSR Policy together with the Annual Action Plan on CSR activities. The CSR Policy and other relevant details of CSR Activities carried out during the financial year are available on the website of the company www.megastarfoods.com.

The Annual Report on CSR activities is annexed as "Annexure-6" to this report.

34. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has in place a Vigil Mechanism/ Whistle Blower Policy, in terms of provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 which was approved by the Board of Directors. The Companyâs personnel have direct access to the chairman of the Audit Committee to report concerns about unethical behaviour (actual or suspected), frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee. Adequate safeguards are being provided against victimization of whistle blowers availing of such mechanism.

Whistle Blower Policy of the Company is posted on the website of the Company at the weblink: https://www.megastarfoods.com/policies-codes-related-documents.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYâS OPERATIONS IN FUTURE

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future.

36. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards - 1 and Secretarial Standards - 2 issued by the Institute of Company Secretaries of India and approved by the Central Government.

37. COMPLIANCE WITH THE SEBI (LISTINGOBLIGATIONS & DISCLOSURE REQUIREMENTS)REGULATIONS 2015

Financial Year 2023-24. All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 have been duly made by the company.

38. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, Megastar Foods Limited is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the website of the Company at https://www.megastarfoods.com/policies-codes-related-documents.

39. INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

40. SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are continuously made aware of hazards / risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted. The Company does not produce any kind of hazardous waste.

41. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (âListing Regulationsâ), the Annual Audited Consolidated Financial Statements for the financial year ended 31 March 2023, together with Report of Auditorsâ thereon, forms part of this annual report.

42. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook, major events occurred during the year as well as state of companyâs affairs is given in the Management Discussion and Analysis, which forms part of this report.

43. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Kanwaljit Singh Thanewal, Practicing Company Secretary, have issued Secretarial Compliance Report for the year ended 31^st March 2023 confirming compliance of SEBI Regulations / guidelines / circulars issued thereunder and applicable to the Company.

44. MIGRATION TO MAIN BOARD

The Company migrated of equity shares of the company from the SME Platform of BSE Limited to Main Board of BSE Limited as well as on Main Board of National Stock Exchange of India Limited with effect from 16^th February, 2022.

45. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalisation.

46. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto (''IEPF Rules''), the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government.

During the FY 2022-23, there is no such amount with respect to Unclaimed Dividend, which is required to be transferred to Investor Education and Protection Fund (IEPF)

47. TRANSFER OF SHARES TO IEPF

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years shall be transferred by the Company to the designated Demat Account of the IEPF Authority (''IEPF Account'').

During FY 2022-23, there were no shares which are required to be transferred to IEPF Account.

48. GENERAL DISCLOSURE During the year under review:-

â¢ The Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

â¢ The Company has not bought back its shares, pursuant to the provisions of Section 68 of Companies Act, 2013 and Rules made thereunder.

â¢ The has timely payment to micro and small enterprises and payments to micro and small enterprise suppliers does not exceed forty-five days from the date of acceptance or the date of deemed acceptance of the goods or services as per the provisions of section 9 of the Micro, Small and Medium Enterprises Development Act, 2006.

â¢ The company is not paying any commission to its Directors. Only the Non Executive Independent Directors are entitled to the payment of setting fees for attending the meetings.

â¢ There was no revision of financial statements and Board Report of the company during the year under review.

â¢ There were no instances of any one time settlement executed between the company or any of its lenders, hence there is no requirement of disclosing the difference between amount of valuation done at the time of one time settlement and the valuation done while taking loans from banks and financial institutions along with the reasons thereof.

49. ACKNOWLEDGEMENT

Employee relations throughout the Company were harmonious. The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contribution to the good levels of performance and growth that the Company has achieved during the financial year under review.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as non- government authorities, customers, vendors, and members during the financial year under review.

Mar 31, 2018

TO THE MEMBERS

The Directors are pleased to present the 7th Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2018.

GENERAL OUTLOOK OF INDUSTRY AND ECONOMY

Our Company is having state of the art modern machinery at its wheat processing plant in Punjab, India, with an installed capacity of 81000 MT per year. It has been our constant endeavour at all the levels to ensure processing of wheat with quality, undertaking testing and exploring new possibilities by our team of highly skilled people. It has been our hallmark in our organization to strictly follow the Good Manufacturing Practices (GMP), Good Laboratory Practices (GLP) to ensure the high standards of food safety, quality & hygiene. At present we are catering primarily to MNCâs in India and also exporting some of our products to United Nations Organization, Europe, United States & Middle East.

For the financial year ended on March 31, 2018 the company has earned a net profit of Rs. 130.49 Lacs as compared to the net profit of Rs. 104.50 Lacs, for the previous year ended on March 31, 2017.

FINANCIAL PERFORMANCE

The financial position of the company for the financial year ended on March 31, 2018 is summarised below:

	2017-18	2016-17
Revenue from Operations	10294.06	9768.59
Other Income	4.36	7.66
Total Revenue	10298.42	9776.25
Profit Before Tax, Depreciation and Finance Cost and extraordinary items	498.97	434.64
Finance Cost	(266.34)	(233.45)
Depreciation and Amortization expenses	(86.59)	(71.75)
Prior period expenses	0.00	(1.07)
Profit before Tax	146.04	128.37
Tax	(15.55)	(23.87)
Profit After Tax	130.49	104.50
Earning Per Share
Basic	2.16	1.75
Diluted	2.16	1.75

OPERATIONS

The companyâs operations are managed by a highly qualified and dedicated team of professionals. Under the abled guidance of the professional team, Company successfully maintained its operation amidst disruptions caused by the implementation of revolutionary economic changes such as GST. It is pertinent to inform until the month of November, 2017 there was certain lack of clarity about the taxability of branded and non-branded product, as there was an ambiguity in the definition of branded and non-branded products which hampered the sales of the Company.

Despite the tough challenges, the revenue from Sales for the Company increased from Rs. 9768.59 lakh in the previous year to Rs. 10294.06 lakh during the financial year ended on March 31, 2018.

DIVIDEND

Your Directors have decided to plough back the earnings in the growth of business and for this reason, have decided to not to recommend any Dividend for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review which also covers the performance of the company is presented in a separate section and forms a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and is in compliance with the Corporate Governance Regulations as laid out in the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Although the shares of the company were listed on May 24, 2018 i.e. after the closure of the financial year 2017-18, a report on Corporate Governance has been submitted by the company as a part of this report.

INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

CREDIT RATING

The Company enjoys a credit rating provided by CRISIL BB/Stable which is assured to be substantially improved on the basis of current results.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate strong commitment to safety, health and environment which have been adopted as core organizational values. The Company assures safety and facilities in accordance with statutory and regulatory requirements. Employees are continuously made aware of hazards / risks associated with their job and their knowledge and skills are updated through requisite training to meet any emergency. Medical and occupational check-ups of employees and eco-friendly activities are promoted. The Company does not produce any kind of hazardous waste.

FINANCE

Increase in sales, implementation of the GST and elongated working capital cycle during the year are the major causes for an increased finance cost during the year. The finance cost for the year ended on March 31, 2018 was Rs. 266.34 lakhs. The Company managed to procure enough lines of credit to ensure a smooth flow of operations. The free reserve of the Company as on 31st March, 2018 decreased from Rs. 143.05 lakhs to 137.93 lakhs.

During the financial year ended on March 31, 2018, an amount of Rs. 125.37 lakhs was utilised out of the reserves, towards the issue of bonus shares of the Company.

GOODS AND SERVICE TAX

Goods and Service Tax (GST) Act came into effect from July 1, 2017 through the implementation of One Hundred and First Amendment of the Constitution of India. The tax replaced existing multiple cascading taxes levied by the Central and State Governments.

Your Company has successfully implemented and migrated to GST followed by the changes across various departments/operations of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As at the end of the financial year 2017-18, the company had 3 directors on the Board

1. Mr. Vikas Goel, Managing Director

2. Mr. Vikas Gupta, Director

3. Mr. Avinash Goel, Director

Mr. Avinash Goel resigned from the office of Director of the company w.e.f. 31.03.2018 and Mr. Mudit Goyal was appointed as an Additional Director of the company w.e.f. 31.03.2018.

Mr. Vijay Sharma was appointed as the Chief Financial Officer w.e.f. 31.03.2018 and Ms. Neharika Sodhi was appointed as the Company Secretary of the company w.e.f. 27.11.2017. Both of them hold the positions of Key Managerial Personnel of the company as per Section 203 of the Companies Act, 2013.

Further, after the end of the financial year under review, Mr. Prabhat Kumar, Mr. Amit Mittal and Ms. Savita Bansal were appointed as Non-Executive Independent Directors of the Company on April 04, 2018. The independent Directors are entitled to hold office for a term of 5 years and are not liable to retire by rotation.

At the ensuing 7th Annual General Meeting of the company, Mr. Vikas Gupta is liable to retire by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) and (b) of the Companies Act, 2013. During the period under review, none of the Non- Executive Directors of the Company had any pecuniary relationship or transactions with the Company. Further, none of the Non-Executive Directors of the company have any shareholding in the company.

The details of the Directors being recommended for appointment / re-appointment are contained in the Notice convening the forthcoming Annual General Meeting of the Company.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, hereinafter referred to as âListing Regulationsâ and based on the recommendations of its Nomination and Remuneration Committee, the Board has adopted a Nomination and Remuneration Policy, which is attached as Annexure-A.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiary, Joint Venture or Associate Company.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year 2017-18, with related parties, as defined under Section 188 of the Companies Act, 2013 and rules made there under, were in the ordinary course of business and on armâs length basis. Further no material related party transactions were entered during the Financial Year under review, by your Company.

Accordingly disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is not required.

RELATED PARTY TRANSACTION POLICY

As per the applicable provisions of Listing Regulations to the company, subsequent to the listing of its shares, the Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. The policy is available on the companyâs website www.megastarfoods.com at the weblink http://megastarfoods.com/assets/pdf/Policy-on-related-party-transactions.pdf.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is attached as Annexure-B.

MEETINGS OF THE BOARD

During the financial year 2017-18, the Board of Directors met fourteen (14) times viz., on 4th April, 2017, 27th April , 2017, 2nd May, 2017, 1st June, 2017, 28th July, 2017, 21st September, 2017, 25th September, 2017, 26th October, 2017, 14th December, 2017, 15th January, 2018, 20th January, 2018, 17th February, 2018, 23th March, 2018, 31st March, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

PARTICULARS OF LOANS/ ADVANCES/ INVESTMENTS MADE DURING THE FINANCIAL YEAR

Particulars of loans, guarantees, investments and securities provided during the financial year under review, covered under the provisions of Section 186 of the Companies Act, 2013, have been provided in the Financial Statements which forms part of the Annual Report. (Please refer Note Nos. 5, 9 of the Financial Statements)

RESERVES

Entire amount of Net Profit of Rs. 130.49 Lakhs has been transferred to Profit and Loss Surplus account, which appears under the head âReserves and Surplus.â No amount has been transferred to any other reserves.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

After the closure of the financial year on March 31, 2018, the equity shares of the company were successfully listed on the SME Exchange of BSE Limited w.e.f May 24, 2018.

Further, except as disclosed elsewhere in this Boardâs Report, no material changes and commitments which could affect the Companyâs financial position have occurred since the close of the financial year, i.e., March 31, 2018 till the date of this Boardâs Report. Further it is hereby confirmed that there has been no change in the nature of business of the Company during the financial year 2017-18.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Company has adopted a formal Risk Management Policy. The Policy sets out key risk areas - financial risks (including risk to assets), legislative and regulatory risks, environmental risks (including natural disasters), operational risks (markets, production, technology, etc.), risks relating to employment and manpower, and individual large transactional risks.

The Chairman-cum-Managing Director of the company identifies and proposes action in respect of all risks through his Management team as and when any are perceived or foreseen or inherent in operations; analyses these, and then recommend it to Audit Committee for its review and further mitigation measures.

BOARD EVALUATION

The provisions of the Companies Act, 2013 and the Listing Regulations, in respect of the performance evaluation of the Individual Directors, Committees and the Board as a whole, became applicable to the company subsequent to its listing on May 24, 2018 i.e. after the closure of the financial year.

The necessary measure towards the performance evaluation shall be adopted by the company for the on-going financial year.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

SHARE CAPITAL

During the financial year ended on March 31, 2018, the authorised share capital of the company was increased form Rs. 6.00 Crores to Rs. 15.00 crores, with the approval of the members. The company has issued and allotted 12,53,700 fully paid up equity shares of Rs. 10/- each on Bonus Issue basis during the financial year under review.

As at the end of the financial year 2017-18, the authorised share capital of the company was Rs. 15,00,00,000/comprising of 1,50,00,000 equity shares of Rs. 10/- each and the issued, subscribed and paid up shares capital amounted to Rs. 9,90,37,000/- comprising of 99,03,700 equity shares of Rs. 10/- each.

Further, during the financial year 207-18, there were no instances of right issue of shares, issue of shares with differential voting rights, private placement/ preferential issue of shares, Sweat Equity Issue, Employee Stock Option or buy back of shares.

DEPOSITS

The Company has neither accepted nor renewed any fixed deposits from the public or the Members, within the meaning of Section 73 of the Companies Act, 2013, read with Chapter V of the Companies Act, 2013 and the Companies Acceptance of Deposits) Rules, 2014, during the financial year 2017-18, and as such, no amount of principal or interest on deposits from public or the Members, was outstanding as of the Balance Sheet date.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no significant and/or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of the Company and its business operations in near future.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The provision of Listing Regulations regarding the development of a Familiarisation Programme for the Independent Directors became applicable to the company after the closure of the financial year 2017-18.

The company has already established a Familiarisation Programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters. The same is available on the website of the company www.megastarfoods.com.

SECRETARIAL AUDIT

The provisions of Section 204 of the Companies Act, 2013 regarding Secretarial Audit were not applicable to the company during the financial year ended on March 31, 2018.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

The required information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in the Companies Act, 2013 is attached as Annexure-C.

HUMAN RESOURCES AND EMPLOYEE RELATIONS

There is an on-going emphasis on building a progressive Human Resources culture within the Organisation. Structured initiatives to nurture talent and create a working environment that fosters motivation, team-work and result orientation continue to be addressed. Productivity level continued to be subject to continuous monitoring. Employee strength as on March 31, 2018 was 71 as compared to 54 in the previous year.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate and commensurate with the size, scale and complexity of its operation. The internal controls are tested for adequacy, efficiency and effectiveness through audits by the in- house internal audit department and the observations, corrective and preventative actions are reviewed by the management and Audit committee of the Board of Directors.

During financial year under review, no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such controls.

VIGIL MECHANISM POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy, in terms of provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014 which was approved by the Board of Directors on 4th April, 2018. The Companyâs personnel have direct access to the chairman of the Audit Committee to report concerns about unethical behaviour (actual or suspected), frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee. Adequate safeguards are being provided against victimization of whistle blowers availing of such mechanism.

Whistle Blower Policy of the Company is hosted on the website of the Company at the weblink http://megastarfoods.com/vigil-mechanism.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place â Policy for Prevention and Redressal of Sexual Harassmentâ in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred âas the said actâ) and Rules made there under. As per the provisions of Section 4 of the said Act, the Board of Directors has constituted the Internal Complaints Committee (âICCâ) at the Registered Office, Works to deal with the Complaints received by the Company pertaining to gender discrimination and sexual harassment at workplace.

Further, as per the provisions of Section 21 & 22 of the said Act, the Report on the details of the number of cases filed under Sexual Harassment and their disposal for the financial year under review, is as under:

Sr. No.	No. of cases pending as on the beginning of the financial year under review	No. of complaints filed during the financial year under review	No. of cases pending as on the end of the financial year under review
1.	NIL	NIL	NIL

SECRETARIAL STANDARDS

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

DIRECTORâS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms 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. Such accounting policies have been selected and applied consistently and the Directors have made judgements 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 March 31st, 2018 and of the Profit and Loss of the Company for the year ended on that date;

c. Proper and sufficient care has been taken 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 annual accounts of the Company have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ALTERATION OF MEMORANDUM OF ASSOCIATION AND ADOPTION OF NEW ARTICLES OF ASSOCIATION

During the financial year under review, the company has carried out amendments to the Memorandum of Association and has also adopted an Altered Set of Articles of Association of the company. The said alterations and amendments were carried out with the approval of the members of the company and in compliance with the applicable provisions of companies Act, 2013.

COMMITTEES OF BOARD OF DIRECTORS 1. Audit Committee

The company has constituted an Audit Committee (âAudit Committeeâ) vide Board Resolution dated April 04, 2018, as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Listing Regulations applicable upon listing of the Companyâs Equity shares on SME platform of BSE. The composition of the Audit Committee is as under:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Prabhat Kumar	Chairman	Non-Executive Independent Director
Mr. Amit Mittal	Member	Non-Executive Independent Director
Mr. Vikas Goel	Member	Chairman & Managing Director

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. Since the committee was constitutes after the closure of the financial year, no meeting of the committee was held during the financial year ended March 31, 2018. The scope and function of the Audit Committee and its terms of reference shall include the following:

A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two Independent members at each meeting.

C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing Regulation, 2015 and Companies Act, 2013 shall be as under:

1. Oversight of the listed entityâs financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditorâs report thereon before submission to the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval, with particular reference to;

- matters required to be included in the directorâs responsibility statement to be included in the boardâs report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

- changes, if any, in accounting policies and practices and reasons for the same;

- major accounting entries involving estimates based on the exercise of judgment by management;

- significant adjustments made in the financial statements arising out of audit findings;

- compliance with listing and other legal requirements relating to financial statements;

- disclosure of any related party transactions;

- modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditorâs independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate; and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee),submitted by management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

f) Statement of deviations:

- Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

- Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

2. Nomination And Remuneration Committee

The Company has constituted the Nomination and Remuneration Committee as per Regulation 19 of Listing Regulation, vide Resolution dated April 04, 2018. The Nomination and Remuneration Committee comprise the following:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Prabhat Kumar	Chairman	Non-Executive Independent Director
Mr. Amit Mittal	Member	Non-Executive Independent Director
Mrs. Savita Bansal	Member	Non-Executive Independent Director

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. Since the committee was constitutes after the closure of the financial year, no meeting of the committee was held during the financial year ended March 31, 2018. The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board.

B. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.

C. Role of Terms of Reference:

- Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directorâs performance;

- Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

- Formulation of criteria for evaluation of performance of independent directors and the board of directors;

- Devising a policy on diversity of board of directors;

- Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

- Determine our Companyâs policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

- Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

- Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

- Decide the amount of Commission payable to the Whole time Directors;

- Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

- To formulate and administer the Employee Stock Option Scheme.

3. Stakeholders Relationship Committee

The Company has formed the Stakeholders Relationship Committee as per Regulation 20 of Listing Regulation, vide Resolution dated April 04, 2018. The constituted Stakeholders Relationship Committee comprises the following:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Prabhat Kumar	Chairman	Non-Executive Independent Director
Mr. Amit Mittal	Member	Non-Executive Independent Director
Mr. Vikas Goel	Member	Chairman & Managing Director

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee Since the committee was constitutes after the closure of the financial year, no meeting of the committee was held during the financial year ended March 31, 2018. The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

B. Meetings: The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

C. Terms of Reference: Redressal of shareholdersâ and investorsâ complaints, including and in respect of:

- Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

- Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

- Review the process and mechanism of redressal of Shareholdersâ /Investorâs grievance and suggest measures of improving the system of redressal of Shareholdersâ /Investorsâ grievances.

- Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

- Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

- Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

- Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

- Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

4. Corporate Social Responsibility Committee

The Company has formed Corporate Social Responsibility (CSR) Committee pursuant to the provisions of Section 135 of the Companies Act, 2013, vide Resolution dated April 04, 2018. Corporate Social Responsibility Committee comprising the following:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Prabhat Kumar	Chairman	Non-Executive-Independent Director
Mr. Amit Mittal	Member	Non-Executive-Independent Director
Mr. Vikas Goel	Member	Chairman & Managing Director

The Company Secretary of our Company shall act as a Secretary to the Corporate Social Responsibility Committee. Since the committee was constitutes after the closure of the financial year, no meeting of the committee was held during the financial year ended March 31, 2018. The scope and function of the Committee and its terms of reference shall include the following:

a. To formulate and recommend to the Board, a CSR policy which shall indicate the activities to be undertaken by the Company as per the Companies Act, 2013;

b. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;

c. To monitor the CSR policy of the Company from time to time;

d. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

The provisions of Section 135 of the Companies Act, 2013 regarding the Corporate Social Responsibility Policy are not applicable to the Company as Company has formed the CSR Committee on voluntary basis.

STATUTORY AUDITOR AND THEIR REPORT

M/s Avnish Sharma & Associates (Firm Regn. No.009398N), Chartered Accountants, Chandigarh, were appointed as Statutory Auditors of the Company at the 3rd Annual General Meeting held on 30th September, 2014 for a term of five consecutive years.

The Auditorsâ Report being self-explanatory requires no comments from the Directors. Further, there are no reservations, qualifications, adverse remarks or Modified opinion in the Audit Reports issued by them in respect of Financial Statements of the Company for the Financial Year 2017-18.

HUMAN RESOURCES DEVELOPMENT

It is a proud statement in itself that your Company continues to be an Employer of choice for a host of workforce. Value based HR programs unleashed by the Company from time to time have enabled the companyâs HR team to contribute substantially to the overall growth of the Company. In order to keep pace with the ever evolving demands of the existing business and the gamut of activities in Digital space, HR has been placing tremendous focus on capability building in newer areas with an objective to predict, diagnose, and take actions that will improve business performance. Further discussion on this subject is included in the Management Discussion and Analysis Report forming part of this report.

PARTICULARS OF EMPLOYEES

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company as the shares of the company were listed after the closure of the financial year under review.

REPORTING OF FRAUDS

There has been no frauds reported by the Auditors, under sub section (12) of Section 143 of the Companies Act, 2013(including amendments), during the financial year under review, to the Board of Directors and hence, as such there is nothing to report by the Board under Section 134(3)(ca) of the Companies Act, 2013.

COST AUDIT

As per the provisions of Section 148 read with the Cost Audit Rules, the provisions regarding Cost Audit is not applicable to the Company.

ACKNOWLEDGEMENT

Employee relations throughout the Company were harmonious. The Board wishes to place on record its appreciation to all employees in the Company, for their sustained efforts and immense contribution to the good levels of performance and growth that the Company has achieved during the financial year under review.

Your Directors also place on record their sincere thanks and appreciation for the continuing support and assistance received from the financial institutions, banks, Government as well as non -government authorities, customers, vendors, and members during the financial year under review.

Date: 02.08.2018

Place: Chandigarh

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

MEGASTAR FOODS LIMITED

SD/- SD/-

Vikas Goel Vikas Gupta

Chairman-cum-Managing Director Whole Time Director

(DIN: 05122585) (DIN: 05123386)

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Directors Report of Megastar Foods Ltd.

GENERAL OUTLOOK OF THE COMPANY

1. FINANCIAL PERFORMANCE

2. OPERATIONSStandalone

Consolidated

3. DIVIDEND

5. TRANSFER TO RESERVES

6. SHARE CAPITAL

7. CHANGES IN SHARE CAPITAL

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

10. CASH FLOW STATEMENT

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

12. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELBoard Composition

Declaration by Independent Directors

Retirement by rotation and subsequent re-appointment

Brief Resume of the Directors being appointed/re-appointed

KEY MANAGERIAL PERSONNELS

14. AUDIT COMMITTEE

15. POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIORMANAGEMENT PERSONNEL AND OTHER EMPLOYEES

16. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS

17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

18. DIRECTORSâ RESPONSIBILITY STATEMENT

20. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

21. ANNUAL RETURN

22. AUDITORS AND AUDITORSâ REPORT

23. CORPORATE GOVERNANCE

24. INTERNAL FINANCIAL CONTROL SYSTEM

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENTS

26. RISK MANAGEMENT

27. CREDIT RATING

28. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

30. DEPOSITORY SYSTEMS

31. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDERSECTION 186 OF THE COMPANIES ACT, 2013

32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDERSECTION 188(1) OF THE COMPANIES ACT, 2013

33. CORPORATE SOCIAL RESPONSIBILITY

34. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

36. SECRETARIAL STANDARDS

37. COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSUREREQUIREMENTS) REGULATIONS 2015

38. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

39. INDUSTRIAL RELATIONS

40. SAFETY, HEALTH AND ENVIRONMENT

41. CONSOLIDATED FINANCIAL STATEMENTS

42. MANAGEMENT DISCUSSION AND ANALYSIS

43. ANNUAL SECRETARIAL COMPLIANCE REPORT

44. BUSINESS RESPONSIBILITY REPORT

45. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

46. TRANSFER OF SHARES TO IEPF

48. ACKNOWLEDGEMENT

SD/- SD/-

VIKAS GOEL VIKAS GUPTA

GENERAL OUTLOOK OF THE COMPANY

1. FINANCIAL PERFORMANCE

2. OPERATIONS Standalone

Consolidated

3. DIVIDEND

5. TRANSFER TO RESERVES

6. SHARE CAPITAL

8. PREFERENTIAL ALLOTMENT OF EQUITY SHARES TO PROMOTE AND PROMOTER GROUP

10. CHANGE IN THE NATURE OF BUSINESS, IF ANY

11. CASH FLOW STATEMENT

12. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

13. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Composition

Declaration by Independent Directors

Re-appointment of Independent Non-Executive Directors for a second term of 5 (five) consecutive years

Retirement by rotation and subsequent re-appointment

Re-appointment of Executive Directors for a period of 5 (five) years

Brief Resume of the Directors being appointed/re-appointed

KEY MANAGERIAL PERSONNELS

15. AUDIT COMMITTEE

16. POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

17. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS

18. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

19. DIRECTORSâ RESPONSIBILITY STATEMENT

20. ENERGY CONSERVATION, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

22. ANNUAL RETURN

2. OPERATIONS
Standalone

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board Composition

15. POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR
MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

18. DIRECTORSâ RESPONSIBILITY STATEMENT

22. AUDITORS AND AUDITORSâ REPORT

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
THE FINANCIAL STATEMENTS

31. PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S) UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188(1) OF THE COMPANIES ACT, 2013

37. COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE
REQUIREMENTS) REGULATIONS 2015

19. DIRECTORSâ RESPONSIBILITY STATEMENT

23. AUDITORS AND AUDITORSâ REPORT