Directors Report of Megatherm Induction Ltd.

Mar 31, 2025

The Directors of your Company have pleasure in presenting the 15^th Annual Report on the business and operations
of the Company together with Audited Statement of Accounts for the year ended on 31^st March 2025 with Auditor''s
Report thereon.

FINANCIAL HIGHLIGHTS

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

Financial Results		For the Financial Year ended 31st March 2025	For the Financial Year ended 31st March 2024
(a)	Revenue from operations	32,050.84	30,625.46
(b)	Other Income	320.11	112.22
(c)	Total Revenue [(a) (b)]	32,370.95	30,737.68
(d)	Net Profit/Loss (before depreciation and tax)	3,291.26	3,098.55
Less: Depreciation		396.87	338.53
(e)	Net Profit/Loss before tax	2,894.39	2,760.02
Less: Provision for Tax (including for deferred tax)		763.84	687.63
(f)	Net Profit/Loss after tax	2,130.54	2,072.39
(g)	Proposed Dividend	-	-
(h)	Dividend Tax	-	-
(i)	Transfer to General Reserve	-	-
(j)	Surplus Carried Forward	2,130.54	2,072.39
(k)	Earning per Share- Basic and Diluted (in '')	11.31	14.13

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

HIGHLIGHTS OF COMPANY''S AFFAIRS /
OPERATIONS:

profit before tax of '' 2,894.39 Lac as against '' 2,760.02
Lac in the Previous Year. Your Company has earned profit
after tax of '' 2,130.54 Lac as against '' 2,072.39 Lac in
the Previous Year. Your Company expects with the growing
emphasis and importance of health in the Country, the
Company expects to receive more orders in the years
to come and may eventually lead to increase in value of
the Company.

DIVIDEND :

The Directors of your Company, with a view to conserve
the resources, has decided that it would be prudent
not to recommend any Dividend for the year ended
31st March, 2025.

SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st
March, 2025 was '' 19,00,00,000/- (Rupees Nineteen Crore
Only) divided into 1,90,00,000/- (One Crore Ninety Lacs)

Equity Shares of '' 10/- (Rupees Ten only). During the year
under review, there has been no change in the authorized
Share Capital of the Company.

The Issued and Paid-up Capital of the Company as on
31st March, 2025 was '' 18,84,07,290/- comprising of
1,88,40,729 number of equity shares of face value of ''10/-
each. During the year under review, there has been no
change in the Issued and Paid-up Capital of the Company.

M/s. Bigshare Services Private Limited, duly registered
under the Securities and Exchange Board of India, has been
appointed as the Registrar and Share Transfer Agent to
an Issue of the Company in accordance to the Regulation
7 of the Securities Exchange Board of India (Listing and
Obligations of Disclosure Requirements) Regulations, 2015.

ALTERATION OF MEMORANDUM OF ASSOCIATION:

During the year under review, your Company has with
necessary approval of the Members by way of Postal Ballot
completed on 13th February, 2025 inserted a Borrowing
Clause in the Memorandum of Association. The Company
has received approval of the Ministry of Corporate Affairs
to the said amendment.

ALTERATION OF ARTICLES OF ASSOCIATION:

The Company has, with necessary approval of the Members
by way of Postal Ballot completed on 13th February, 2025
inserted the clause of borrowing power in the Articles of
Association. The Company has received approval of the
Ministry of Corporate Affairs to the said alterations.

SWEAT EQUITY SHARES:

As per the provisions of Section 54(1)(d) of the Companies
Act, 2013 and in terms of Rule 8(13) of Companies (Share
Capital and Debentures) Rules, 2014, the Company has not
issued any Sweat Equity Shares.

DIFFERENTIAL VOTING RIGHTS:

As per the provisions of Section 43(a)(ii) of the Companies
Act, 2013 and in terms of Rule 4(4) of Companies (Share
Capital and Debenture Rules, 2014), the Company has not
issued any shares with Differential Voting Rights.

EMPLOYEE STOCK OPTIONS:

As per the provisions of Section 62(1)(b) of the Companies
Act, 2013 and in terms of Rule 12(9) of Companies (Share
Capital and Debenture Rules, 2014), the Company has not
issued any Employee Stock Options.

DEBENTURES/BONDS/WARRANTS OR ANY NONÂ¬
CONVERTIBLE SECURITIES:

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

outstanding debentures, bonds, warrants or any nonÂ¬
convertible securities.

LISTING & DEPOSITORY FEE:

The Equity Shares of the Company are listed on SME
Platform of National Stock Exchange of India Limited
(NSE Emerge). The trading symbol of the Company is
''MEGATHERM''. The Company has paid Listing fees for the
financial year 2024-25 according to the prescribed norms
& regulations.

DEMATERIALIZATION OF EQUITY SHARES:

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

DEPOSITORY SYSTEM:

As the Members are aware, the shares of your Company
are trade-able compulsorily in electronic form and your
Company has established connectivity with both the
National Securities Depository Limited (NSDL) and the
Central Depository Services (India) Limited (CDSL). The ISIN
allotted to the Company''s Equity shares is INE531R01010.

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

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

CREDIT RATING:

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

WEBSITE:

https://megatherm.com is the website of the Company. All
the requisite details, policies are placed on this website of
the Company.

TRANSFER TO RESERVES:

During the year under review, no amount was transferred
to the reserves, except total amount of Net Profit of
'' 2130.54 Lac has been carried forward to the Reserves
& Surplus as stood in the notes forming part to the
Financial Statements.

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
relate and the date of the report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

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

1. In preparation of the Balance Sheet and the Statement
of Profit and Loss Account of the Company for the
year ended on 31st March, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures.

2. The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the profit of the
Company for that period.

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

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

5. The directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

CORPORATE GOVERNANCE

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

COMPOSITION OF BOARD

The Board comprises of two Executive Directors, two NonÂ¬
executive Independent Directors and one Non-executive
Woman Director as on 31st March, 2025. The details of the
Board of Directors as on 31st March, 2025 are as under: -

Sr. No.	Name	Designation	DIN
1	Mr. Shesadri Bhusan Chanda	Chairman & Managing Director	00961593
2	Mr. Satadri Chanda	Whole-Time Director and CFO	02302312
3	Ms. Christina Paul Chowdhury	Non-Executive Director	09257875
4	Mr. Ankit Rathi	Independent Director	08456577
5	Mr. Shravan Manjaya Shetty	Independent Director	08965489

NUMBER OF BOARD MEETINGS DURING THE YEAR:

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

Details of Meeting of Board of Directors of the
Company:

Sr. No.	Date of Meeting	Board Strength	Noâs of Directors Attended
1.	28th May, 2024	5	5
2.	19th July, 2024	5	5
3.	12th November, 2024	5	4
4.	4th January, 2025	6	6

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

Details of Meetings of members of Committees:

Sr. No.	Date of Meeting	Committee Strength	No. of Members present
Audit Committee:
1.	28th May, 2024	3	3
2.	11th September, 2024	3	3
3.	12th November, 2024	3	3
4.	4th January, 2025	3	3
Nomination and Remuneration Committee:
1.	12th November, 2024	3	3
Corporate Social Responsibility Committee:
1.	29th May, 2024	3	3
Stakeholder Relationship Committee:
1.	24th April, 2024	3	3

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

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

GENERAL MEETING:

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

Sr. No. Date of Meeting	Type of Meeting
1. 30th August, 2024	Annual General Meeting

POSTAL BALLOT:

Following are the Details of Postal Ballot of the Company:

Sr.	Date of Passing the	Type of Meeting
No.	Resolutions
1.	13th February, 2025	Postal Ballot

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

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

DECLARATION REGARDING INDEPENDENT
DIRECTORS :

The Company has received a Declaration that the
Independent Director meets the criteria of Independence
laid down in sub-section (6) of section 149 of the Companies
Act 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy on
Related Party Transactions and the same can be accessed
using the following link: https://megatherm.com. During
the year under review, all transactions entered into with
related parties were approved by the Audit Committee of
the Company. Certain transactions, which were repetitive
in nature, were approved through omnibus route. The
Company sought and obtained necessary Members
approval for the material Related Party Transactions for
the year under review.

Particulars of Contracts entered into with Related Parties
referred to in Section 188(1) of the Companies Act, 2013,
in prescribed Form AOC-2 is attached as an âAnnexure-Iâ to
this Report.

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

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

PARTICULARS OF LOANS / GUARANTEES /
INVESTMENT:

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

EXPLANATION TO AUDITORSâ REPORT :

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

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

Statutory Auditors:

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

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

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

Cost Auditors:

M/s. Amit Khetan & Co, Cost Accountants, (Registration
No. 102559) have been reappointed as Cost Auditors
to conduct cost audit of the accounts maintained by the
Company in respect of the products manufactured by
the Company, for the Financial Year 2024-25 subject to
ratification of their remuneration by the shareholders in
accordance with the provisions of Section 148 of the Act
and the Companies (Cost Records and Audit) Rules, 2014.
The Cost Audit Report for the financial year ended 31st
March, 2025 would be filed as stipulated by the applicable
provisions of law. The Company is making and maintaining

the accounts and cost records as specified by the Central
Government under the provisions of Section 148(1)
of the Act.

Internal Auditors:

M/s MATR & Associates, Chartered Accountants
(Registration No. 333104E) was appointed as Internal
Auditors of the Company for conducting the Internal Audit
for the financial year 2024-25. The audit conducted by
the Internal Auditors is based on an internal audit plan.
These audits are based on risk based methodology and
inter-alia involves the review of internal controls processes,
adherence to management policies and review of statutory
compliances. The Internal Auditors share their findings on
an ongoing basis during the year for corrective action. The
Audit Committee considers and reviews the Internal Audit
Report submitted by the Internal Auditor.

Secretarial Auditors:

The Company has appointed M/s. Anjan Kumar Roy & Co.
Company Secretaries (CP No. 4557), a Peer Reviewed Firm,
as Secretarial Auditors of the Company in accordance with

the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 for the Financial Year 2024-25. The
report of the Secretarial Auditor MR-3 for the financial year
2024-25 is enclosed as an âAnnexure - IIIâ to this Board''s
Report, which is self-explanatory. The Secretarial Audit
Report does not contain any qualification, reservation or
adverse remark.

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

a) Disclosure of financial Summary / Highlights :

As stated in Financial Results of the Directors Report.

b) Disclosure of Change in Nature of Business :

There is no change in nature of Company Business.

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

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

Name of
Directors/KMP

Designation

DIN

Appointment

Date

Date of Change in
Designation

Resignation Date

Mr. Shravan Manjaya
Shetty

Independent

Director

08965489

20th December,
2024

13th February,
2025

Mr. Siddhartha Sen

Independent

Director

09749054

5th January, 2025

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

The Company has no Subsidiary/ joint venture /
associate company.

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

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

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

Not Applicable.

g) Details of Significant and Material Orders
passed by Regulators or Courts or Tribunals.

There was no regulatory or Court or Tribunal Order
passed against the Company.

h) Internal Financial Control System :

The Company has in place adequate internal financial
controls with reference to financial statements. During
the year, such controls were tested and no reportable
material weakness in the design or operation was
observed.

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

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

j) Disclosure with respect to Maintenance of
Cost Records

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

COMMITTEES OF BOARD:

The Board of Directors has constituted the following
Statutory Committees, viz.

(i) AUDIT COMMITTEE:

The Audit Committee was reconstituted on 4th
January, 2025. The Constitution, composition and
functioning of the Audit Committee meets with the
requirements of Section 177 of the Companies Act,
2013. All the recommendations of Audit Committee
have been accepted by the Board of Directors of the
Company. The Audit Committee comprises of:

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

(ii) STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee was
reconstituted on 4th January, 2025. The Constitution,
composition and functioning of the Stakeholder
Relationship Committee also meets with the
requirements of Section 178 of the Companies
Act, 2013. All the recommendations of Stakeholder
Relationship Committee have been accepted by the
Board of Directors of the Company. The Stakeholder
Relationship Committee comprises of:

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

(iii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was
reconstituted on 4th January, 2025. The Constitution,
composition and functioning of the Nomination
& Remuneration Committee also meets with the
requirements of Section 178 of the Companies Act,
2013. All the recommendations of Nomination &
Remuneration Committee have been accepted by the
Board of Directors of the Company. The Nomination &
Remuneration Committee comprises of:

Name of Directors	Status in Nomination & Remuneration Committee	Nature of Directorship
Mr. Shravan Manjaya Shetty	Chairman	Independent Director
Mr. Ankit Rathi	Member	Independent Director
Mrs. Christina Paul Chowdhury	Member	Non-Executive Director

(iv) CORPORATE SOCIAL RESPONSIBITY COMMITTEE

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

Board of Directors of the Company. The Corporate
Social Responsibility Committee comprises of:

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT
DIRECTORS:

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

INDUSTRIAL RELATIONS:

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

COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS:

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

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

Your Company has always believed in providing a safe and
harassment free workplace for every individual working.
The Company always endeavors to create and provide
an environment that is free from discrimination and
harassment including sexual harassment.

Your Company has in place a Prevention of Sexual Harassment
(POSH) policy in accordance with the requirements of the

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

The composition of Internal Complaints Committee is as
follows:

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

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

INSIDER TRADING POLICY

The Board of Directors has adopted the Insider Trading
Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015. The

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

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

RISK MANAGEMENT

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

PERFORMANCE EVALUATION:

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

BOARD EVALUATION

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

The Board evaluation was done taking into consideration
various aspects of the Board''s functioning such as
understanding of Board members of their roles and
responsibilities, time devoted by the Board to Company''s
long-term strategic issues, quality and transparency
of Board discussions, quality, quantity and timeliness
of the information flow between Board members and

management, Board''s effectiveness in disseminating
information to shareholders and in representing
shareholder interests, Board information on industry
trends and regulatory developments and discharge of
fiduciary duties by the Board.

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

EXTRACTS OF ANNUAL RETURN:

The Annual Return of the Company is displayed on website
of the Company i.e. https://megatherm.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as
required under Regulation 34(2)(e) read with Schedule V
Part B of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is annexed herewith as an âAnnexure - IVâ.

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

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

A) Conservation of Energy:

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

B) Technology Absorption:

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

C) Foreign Exchange Earnings and Outgo:

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

CORPORATE SOCIAL RESPONSIBILITY:

The Company has reconstituted a Corporate Social
Responsibility (CSR) Committee comprising of all three
existing directors out of which 1 is independent namely
Mr. Shesadri Bhusan Chanda, Mr. Satadri Chanda and Mr.
Shravan Manjaya Shetty. The Board of Directors of the
Company has adopted a CSR Policy which is available on
the website of the Company namely https://megatherm.
com. The implementation and monitoring of CSR is in
compliance with CSR Policy of the Company. Details of our
CSR activities and the corresponding expenditure for each
activity are provided as an ''Annexure-VIâ in this report.

VOLUNTARY REVISION OF FINANCIAL STATEMENT
AND / OR BOARD REPORT:

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

COMPLIANCE SECRETARIAL STANDARDS ON BOARD
AND GENERAL MEETINGS:

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

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

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

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

Not Applicable.

OTHERS:

No Employee stock option was issued.

No Sweat Equity Shares were issued.

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

Various policies required are disclosed on the website of
the Company namely https://megatherm.com/

Other Disclosures required to be made in the Directors''
Report are either nil or not applicable.

ACKNOWLEDGMENT:

Your Directors are thankful to regulatory and government
authorities, bankers, clients, and suppliers of the Company
for their co-operation and also wish to place on record the
contribution made by all the workers, members of the staff
and executives of the Company at all levels for the progress
of the Company.

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

CAUTIONARY STATEMENT:

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

For and on behalf of Board of Directors of
MEGATHERM INDUCTION LIMITED

Shesadri Bhusan Satadri Chanda
Chanda

Date: 24th May, 2025 DIN: 00961593 DIN: 02302312

Place: Kolkata Chairman and Director & CFO

Managing

Director

Mar 31, 2024

The Directors of your Company have pleasure in presenting the 14^th Annual Report on the business and operations of the Company together with Audited Statement of Accounts for the year ended on 31^st March 2024 with Auditor''s Report thereon.

FINANCIAL HIGHLIGHTS

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

(Amount in Rs. Lacs)
Financial Results	For the Financial Year ended 31st March 2024	For the Financial Year ended 31st March 2023
(a) Revenue from 30,625.46 operations		26,588.15
(b) Other Income 112.22		55.69
(c) Total Revenue [(a) 30,737.68 (b)]		26,643.84
(d) Net Profit/Loss (before 3,098.55 depreciation and tax)		2,226.29
Less: Depreciation 338.53		242.82
(e) Net Profit/Loss before 2,760.02 tax		1,983.47
Less: Provision for Tax 687.63 (including for deferred tax)		583.06
(f) Net Profit/Loss after 2,072.39 tax		1,400.41
(g) Proposed Dividend -		-
(h) Dividend Tax -		-
(i) Transfer to General Reserve		-
(j) Surplus Carried 2,072.39 Forward		1,400.41
(k) Earning per Share- 14.13 Basic and Diluted (in '')		10.11

The above performance is based on standalone basis.

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

STATE OF COMPANY''S AFFAIRS /OPERATIONS:

Your Company is engaged in the business of manufacturing and selling of Capital Equipment like Induction Melting and Heating Equipment, Arc Melting Furnace products, Ladle Refining Furnace etc. It is imperative that affair of your Company is managed in a fair and transparent manner. The total revenue for FY 2023-24 was ''30,737.68 Lacs (''26,643.84 Lacs in FY 2022-23). Your Company has earned profit before tax of ''2,760.02 Lacs as against ''1,983.47 Lacs in the Previous Year. Your Company has earned profit after tax of ''2,072.39 Lacs as against ''1,400.41 Lacs in the Previous Year. Your Company expects with the growing emphasis and importance of health in the Country, the Company expects to receive more orders in the years to come and will eventually lead to increase in demand for the Company.

INITIAL PUBLIC OFFER (IPO):

During the year under review, your Company made an Initial Public Offer (IPO) through fresh issue of 49,92,000 equity shares of face value of ''10 each of the Company at an issue price of ''108 per Equity Share aggregating to ''5,391.36 Lacs. The issue opened on January 29, 2024 and closed on January 31, 2024. The Company successfully completed the IPO process and the equity shares of the Company were listed on the Emerge Platform of the National Stock Exchange of India Limited ("the NSE") on February 5, 2024. Your Directors are pleased to present to you this first Annual Report of Company post the successful IPO. This is surely a milestone in our corporate strategy, and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company''s IPO and for reiterating their faith in its long-term growth story. The Directors of your Company believes that the listing of the Company would provide the right platform to take its brand to greater heights, enhance

visibility and provide liquidity to the shareholders.

SHARE CAPITAL:

The Authorised Share Capital of the Company was increased from ''15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of ''10/- (Rupees Ten) each to ''19,00,00,000/- (Rupees Nineteen Crore Only) divided into 1,90,00,000/-(One Crore Ninety Lacs) Equity Shares of ''10/- (Rupees Ten only).

The Issued and Paid-up Capital of the Company as on 31st March, 2024 was ''18,84,07,290/- comprising of 1,88,40,729 number of equity shares of face value of ''10/-each.

The Company had come up with the Initial Public Offering (the "IPO") of ''53,91,36,000/- comprising of 49,92,000 shares @ ''108/- per share having Face Value ''10/- per share and Securities Premium of ''98/- per share on the Emerge Platform of the National Stock Exchange of India Limited ("the NSE") on February 5, 2024.

Prior to the IPO, the Company had issued Equity Shares by way of Bonus Issue to the existing shareholders in the ratio of 1:2 comprising of 46,16,243 (Forty Six Lacs Sixteen Thousand Two Hundred Forty Three) number of Equity Shares against the existing 92,32,486 (Ninety Two Lacs Thirty Two Thousand Four Hundred Eighty Six) total no. of the equity shares existing as fully paid up in the Company.

M/s Bigshare Services Private Limited, duly registered under the Securities and Exchange Board of India, has been appointed as the Registrar and Share Transfer Agent to an Issue of the Company in accordance to the Regulation 7 of the Securities Exchange Board of India (Listing and Obligations of Disclosure Requirements) Regulations, 2015.

ALTERATION OF ARTICLES OF ASSOCIATION:

The Company had with the approval of the members adopted a new set of Articles of Association. The Company has received approval of the Ministry of Corporate Affairs to the said alterations.

SWEAT EQUITY SHARES:

As per the provisions of Section 54(1)(d) of the Companies Act, 2013 and in terms of Rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

DIFFERENTIAL VOTING RIGHTS:

As per the provisions of Section 43(a)(ii) of the Companies Act, 2013 and in terms of Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any shares with Differential Voting Rights.

employee STOCK OpTIONS:

As per the provisions of Section 62(1)(b) of the Companies Act, 2013 and in terms of Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Options.

DEBENTURES/BONDS/WARRANTS OR ANY NONCONVERTIBLE SECuRITIES:

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

LISTING & DEpOSITORY FEE:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge). The trading symbol of the Company is ''MEGATHERM''. The Company has paid Listing fees for the financial year 2023-24 according to the prescribed norms & regulations.

DEMATERIALIZATION OF EQuITY SHARES:

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

depository SYSTEM:

As the Members are aware, the shares of your Company are trade-able compulsorily in electronic form and your Company has established connectivity with both the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The ISIN allotted to the Company''s Equity shares is INE531R01010.

DETAILS OF uTILISATION OF FuNDS & STATEMENT OF DEVIATIONS) OR VARIATIONS):

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

CREDIT RATING:

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

WEBSITE:

https://megatherm.com is the website of the company. All the requisite details, policies are placed on this website of the company.

DIVIDEND :

The Directors of your Company, after considering holistically the relevant circumstances, has decided that it would be prudent not to recommend any Dividend for the year ended 31^st March, 2024.

TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to General Reserve. No amount was transferred to the reserves, except total amount of Net Profit of ''2072.40 Lacs has been carried forward to the Reserves & Surplus as stood in the notes forming part to the Financial Statements.

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 relate and the date of the report.

directors'' responsibility STATEMENT :

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

1. In preparation of the Balance Sheet and the Statement of Profit and Loss Account of the Company for the year ended on 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so

as to give a true and fair view of the profit of the Company for that period.

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

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

5. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CoMpoSITIoN oF BoARD
Sr. No.	Name	Designation
1	Mr. Shesadri Bhusan Chanda	Chairman & Managing Director
2	Mr. Satadri Chanda	Whole-Time Director and CFO
3	Mrs. Christina Paul Chowdhury	Non-Executive Director
4	Mr. Ankit Rathi	Independent Director
5	Mr. Siddhartha Sen	Independent Director

NuMBER oF BoARD MEETINGS DuRING THE YEAR:

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

Details of Meeting of Board of Directors of the company:

Sr. No.	Date of Meeting	Board Strength	Noâs of Directors Attended
1	29^th May, 2023	5	5
2	10^th June, 2023	5	5
3	10^th July, 2023	5	5
4	20^th July, 2023	5	5
5	7^th August, 2023	5	5
6	9^th August, 2023	5	5
7	4^th September, 2023	5	5
8	15^th September, 2023	5	5
9	18^th September, 2023	5	5
10	26^th September, 2023	5	5
11	28^th September, 2023	5	5
12	27^th October, 2023	5	5
13	9^th November, 2023	5	5
14	4^th December, 2023	5	5

Sr. No.	Date of Meeting	Board Strength	Noâs of Directors Attended
15	4^th January, 2024	5	5
16	18^th January, 2024	5	4
17	25^th January, 2024	5	5
18	1^st February, 2024	5	5
19	1^st February, 2024	5	5
20	15^th March, 2024	5	5

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

I. Details of Meeting of members of Committees:

Sr. No.	Date of Meeting	Committee Strength	No. of Members present
Audit Committee:
1	20^th July, 2023	3	3
2	4^th September, 2023	3	3
3	14^th September, 2023	3	3
4	9^th November, 2023	3	3
5	4^th December, 2023	3	3
6	15^th March, 2024	3	2
Nomination and Remuneration Committee:
1	20^th July, 2023	3	3
2	15^th September, 2023	3	3
3	26^th September, 2023	3	3
Corporate Social Responsibility Committee:
1	20^th July, 2023	3	3
2	28^th March, 2024	3	3
Stakeholder Relationship Committee:
1	5^th February, 2024	3	3
2	28^th March, 2024	3	3

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

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

GENERAL MEETINGS:

Following are the Details of meeting of Members of the Company:

Sr. No.	Date of Meeting	Type of Meeting
1	25^th September, 2023	Annual General Meeting
2	12^th July, 2023	Extra Ordinary General Meeting
3	8^th August, 2023	Extra Ordinary General Meeting
4	5th September, 2023	Extra Ordinary General Meeting
5	16th September, 2023	Extra Ordinary General Meeting

DEPOSITS:

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

DECLARATION REGARDING INDEPENDENT DIRECTORS :

The Company has received a declaration from all the independent Directors pursuant to Section 149(7) of the Companies Act, 2013.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an âAnnexure-Iâ to this Report.

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

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

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

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

EXPLANATION TO AUDITORS'' REPORT :

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

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

STATUTORY AUDITORS:

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

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

No fraud is reported by the auditors.

COST AUDITORS:

M/s. Amit Khetan & Co, Cost Accountants, (Registration No. 102559) have been reappointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the products manufactured by the Company, for the Financial Year 2023-24 subject to ratification of their remuneration by the shareholders in accordance with the provisions of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014. The Cost Audit Report for the financial year ended 31st March, 2024 would be filed as stipulated by the applicable provisions of law. The Company is making and maintaining the accounts and cost records as specified by the Central Government under the provisions of Section 148(1) of the Act.

INTERNAL AUDITORS:

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

SECRETARIAL AUDITORS:

The Company has appointed M/s. Anjan Kumar Roy & Co. Company Secretaries (CP No. 4557), a Peer Reviewed Firm, as Secretarial Auditors of the Company in accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2023-24. The report of the Secretarial Auditor MR-3 for the financial year 2023-24 is enclosed as an ''Annexure - IIIâ to this Board''s Report, which is self-explanatory. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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

a) Disclosure of financial Summary / Highlights :

As stated in financial Results of the Directors Report.

b) Disclosure of Change in Nature of Business :

There is no change in nature of Company Business.

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

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

NAME OF DIRECTORS/ kmp	designation	DIN	appointment DATE	DATE OF CHANGE IN DESIGNATION	RESIGNATION DATE
MR. PRITHWIS KUMAR KUNDU	INDEPENDENT DIRECTOR	08619226			15^th SEPTEMBER, 2023
MR. ANKIT RATHI	INDEPENDENT DIRECTOR	08456577	16^th SEPTEMBER, 2023	-	-
MRS. NISHA BHOPALKA	COMPANY SECRETARY	-	-	-	31^st AUGUST, 2023
MRS. ABANTI SAHA BASU	COMPANY SECRETARY	-	15^th SEPTEMBER, 2023	-	-

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

The Company has no Subsidiary/joint venture / associate company.

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

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

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

Not Applicable.

g) Details of Significant and Material Orders passed by Regulators or Courts or Tribunals.

There was no regulatory or Court or Tribunal Order passed against the Company.

h) Internal Financial Control System :

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

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

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

j) Disclosure with respect to Maintenance of Cost Records

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

committees of board:

The Board of Directors has constituted the following Committees, viz.;

(i) AuDIT CoMMITTEE:

The Audit Committee was reconstituted on 18^thSeptember, 2023. The Constitution, composition and functioning of the Audit Committee meets with the requirements of Section 177 of the Companies Act, 2013. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company. The Audit Committee comprises of:

Name of Directors	Status in Audit Committee	Nature of Directorship
Mr. Siddhartha Sen	Chairman	Independent Director
Mr. Ankit Rathi	Member	Independent Director
Mr. Shesadri Bhusan Chanda	Member	Chairman & Managing Director

(ii) stakeholder relationship committee

The Stakeholder Relationship Committee was reconstituted on 18^th September, 2023. The Constitution, composition and functioning of the Stakeholder Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Stakeholder Relationship Committee have been accepted by the Board of Directors of the Company. The Stakeholder Relationship Committee comprises of:

Name of Directors	Status in Stakeholder Relationship Committee	Nature of Directorship
Mr. Siddhartha	Chairman	Independent
Sen		Director
Mr. Shesadri	Member	Chairman &
Bhusan Chanda		Managing Director
Mrs. Christina	Member	Non-Executive
Paul Chowdhury		Director

(iii) NoMINATioN & REMuNERATioN CoMMITTEE

The Nomination & Remuneration Committee was reconstituted on 18^th September, 2023. The Constitution, composition and functioning of the Nomination & Remuneration Committee also meets with the requirements of Section 178 of the Companies Act, 2013. All the recommendations of Nomination & Remuneration Committee have been accepted by the Board of Directors of the Company. The Nomination &

Remuneration Committee comprises of:
Name of Directors	Status in Nomination & Remuneration Committee	Nature of Directorship
Mr. Siddhartha Sen	Chairman	Independent Director
Mr. Ankit Rathi	Member	Independent Director
Mrs. Christina Paul Chowdhury	Member	Non-Executive Director

(iv) CORPORATE SOCIAL RESPONSIBITY COMMITTEE

The Corporate Social Responsibility Committee was reconstituted on 18^th September, 2023. The Constitution, composition and functioning of the Corporate Social Responsibility Committee also meets with the requirements of Section 135 of the Companies Act, 2013. All the recommendations of Corporate Social Responsibility Committee have been accepted by the Board of Directors of the Company. The Corporate Social Responsibility Committee comprises of:

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

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

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

industrial RELATIONS:

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

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

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

disclosure under the sexual harassment

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

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

The composition of Internal Complaints Committee is as follows:

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

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

of the Company at https://megatherm.com. The Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy. During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company''s Whistle Blower Policy (Vigil Mechanism) has also made employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any.

RISK MANAGEMENT

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

PERFORMANCE EVALUATION:

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

BOARD EVALUATION

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

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board''s functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company''s long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board''s effectiveness in disseminating information to shareholders and in representing

shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on December 4, 2023. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

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

EXTRACTS OF ANNUAL RETURN:

The Annual Return of the Company is displayed on website of the Company i.e. https://megatherm.com/

MANAGEMENT DISCuSSION AND ANALYSIS REpORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as an âAnnexure - IVâ.

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

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

A) Conservation of Energy:

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

B) Technology Absorption:

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

C) Foreign Exchange Earnings and Outgo:

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

CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) committee comprising of all three existing directors out of which 1 is independent namely Mr. Shesadri Bhusan Chanda, Mr. Satadri Chanda and Mr. Siddhartha Sen. The Board of Directors of the Company has adopted a CSR Policy which is available on the website of the Company namely https://megatherm.com. The implementation and monitoring of CSR is in compliance with CSR Policy of the Company. Details of our CSR activities and the corresponding expenditure for each activity are provided as an âAnnexure-VIâ in this report.

voluntary revision of financial statement

AND / OR BOARD REPORT:

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

COMPLIANCE SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

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

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

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

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

Not Applicable.

OTHERS:

No Employee stock option was issued.

No Sweat Equity Shares were issued.

No amount was required to be transferred to Investor Education and Protection Fund.

Various policies required are disclosed on the website of the Company namely https://megatherm.com/

Other Disclosures required to be made in the Directors Report are either nil or not applicable.

ACKNOWLEDGMENT:

Your Directors are thankful to regulatory and government authorities, bankers, clients, and suppliers of the Company for their co-operation and also wish to place on record the contribution made by all the workers, members of the staff and executives of the Company at all levels for the progress of the Company.

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

CAUTIONARY STATEMENT:

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

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