Directors Report of Meghna Infracon Infrastructure Ltd.

Mar 31, 2025

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

FINANCIAL RESULTS:

(Amount in
Lacs)

Particulars	Year ended 31st	Year ended 31st
	March 2025	March 2024
Income from operation	14,02,36,718	52,78,63,984
Other Income	7,70,50,450	2,18,73,525
Total revenue	21,72,87,168	54,97,37,509
Total Expenses	11,73,14,594	51,73,47,374
Profit/(Loss) before taxation	9,99,72,574	3,23,90,135
Less: Tax Expense
(a) Current Tax	77,47,425	7,03,600
(a) Deffered Tax	(1,53,056)	(34,284)
Total Tax Expenses	75,94,369	6,69,316
Profit/(Loss) after tax	9,23,78,205	3,17,20,819
Earnings per share (EPS)
Basic	8.50	2.92
Diluted	8.50	2.92

OPERATIONAL REVIEW:

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

CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS:

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

During the financial year under review, the consolidated performance of your Company and its
subsidiaries and associates is as mentioned below:

Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Income from operation	39,87,67,421	53,52,24,385
Other Income	35,02,226	2,15,41,536
Total revenue	40,22,69,647	55,67,65,921
Total Expenses	29,02,53,182	52,41,38,898
Profit/(Loss) before taxation	11,20,16,465	3,26,27,023

Less: Tax Expense
(a) Current Tax	1,42,73,840	9,03,600
(a) Deffered Tax	-1,53,056	-34,284
Total Tax Expenses	1,41,20,784	8,69,316
Profit/(Loss) after tax	9,78,95,681	3,17,57,707
Earnings per share (EPS)
Basic	8.5	2.92
Diluted	8.5	2.92

Highlights of performance of Subsidiaries, Associates and Joint Ventures:

Particular	Current year ended March 31, 2025	Previous year ended March 31, 2024
Consolidated gross revenues and other income of Subsidiaries, Associates and Joint Ventures	26,09,74,321	7,10,23,137
Consolidated net profit/loss of Subsidiaries, Associates and Joint Ventures	7,94,18,188	95,95,040

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

1. Meghna Aakar Constructions

	Current year ended March 31, 2025	Previous year ended March 31, 2024	Contribution to consolidated performance of the Company for the Current year ended March 31, 2025
Gross revenues and other income	12,58,31,260	7,10,23,137	11,95,39,697
Net profit/loss	1,53,76,857	95,95,040	1,46,08,014

2. Meghna Tnfracon LLP

	Current year ended March 31, 2025	Previous year ended March 31, 2024	Contribution to consolidated performance of the Company for the Current year ended March 31, 2025
Gross revenues and other income	5,21,51,760	NA	4,69,45,584
Net profit/loss	1,91,16,140	NA	1,72,04,526

3. Navkhanda Tnfracon LLP

	Current year	Previous year	Contribution to
	ended	ended	consolidated
	March 31, 2025	March 31, 2024	performance of the Company for the Current year ended

			March 31, 2025
Gross revenues and other income	NIL	NA	NIL
Net profit/loss	-26,657	NA	-25324

4. Meghna Developers AOP

	Current year ended March 31, 2025	Previous year ended March 31, 2024	Contribution to consolidated performance of the Company for the Current year ended March 31, 2025
Gross revenues and other income	8,29,81,301	NA	7,46,83,171
Net profit/loss	4,74,17,453	NA	4,26,75,707

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE
SUBSIDIARIES. ASSOCIATES OR JOINT VENTURES DURING THE YEAR:

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

DIVIDEND:

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

Dividend Distribution Policy:

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

AMOUNT TRANSFER TO RESERVE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

PARTICULARS OF THE COMPANY’S SUBSIDIARIES. JOINT VENTURES AND
ASSOCIATE COMPANY:

The following are Subsidiaries of the Company:

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

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

1. Meghna Infracon LLP:

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

2. Navkhanda Infracon LLP:

This LLP has Three partners, with Meghna Infracon Infrastructure Limited holding 95% and
Vikram Lodha & Meghna Vikram Lodha holding 2.5% of the total contribution each to the corpus
of the LLP.

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

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

DEPOSITS:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been
followed;

ii) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit or loss of the
Company for the year under review;

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

iv) The directors have prepared the annual accounts on a going concern basis;

v) The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively;

vi) The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE:

The Company is committed to adhere to the Corporate Governance Requirements set out by the
Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part
of this report.

The requisite certificate from M/s. S K Dwivedi & Associates, Company Secretaries confirming
compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of Listing
Regulations is included as a part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act,
2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive
and Independent Directors.

The Company had the following 6 (six) directors on its Board, 3 (three) of whom are Independent
Directors as on the date of this report.

Sr. No.	Name of the Director	Position held
1	Mr. Vikram Jayantilal Lodha	Chairman and Whole-Time Director
2	Mrs. Meghna Vikram Lodha	Executive Director & CFO
3	Mr. Ishaan Vikram Lodha	Non- Executive Director
4	Mr. Vinesh Kantilal Shah	Non- Executive Independent Director
5	Mr. Amit Kumar Sharma	Non- Executive Independent Director
6	Mrs. Meena Bharatkumar Jain	Non- Executive Independent Director

WOMEN DIRECTOR:

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

Mrs. Manju Lodha was also woman director who was appointed on 19/06/2015 and ceased to be the
director with effect from 12/08/2024.

RETIREMENT BY ROTATION:

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

APPOINTMENT / RESIGNATION OF DIRECTORS AND KMPS:

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

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

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

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

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

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

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

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

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

EVALUATION OF BOARD, ITS COMMITTEES & DIRECTORS:

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

The structured questionnaire prepared to evaluate the performance of Individual Directors, the Board
and committees contained various different parameters.

The performance evaluation of the non-independent directors was carried out by the Independent
Directors at their separate meeting.

INDEPENDENT DIRECTOR:

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

Sr. No.	Name of the Director
1.	Mr. Bhavin Gala
2.	Mr. Vinesh Kantilal Shah
3.	Mr. Amit Kumar Sharma
4.	Mrs. Meena BharatkumarJain

DECLARATION BY INDEPENDENT DIRECTORS:

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

KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel
of the company are as follows:

1. Mr. Vikram Lodha, Whole-time Director

2. Mrs. Meghna Lodha, Chief Financial Officer
(Appointed with effect from 12^th August, 2024)

3. Mr. Sanjeev Bansal, Chief Executive Officer
(Appointed with effect from 30^th August, 2024)

(Resigned with effect from 24^th January, 2025)

4. Mr. Dhaval M Lapasia, Chief Executive Officer
(Appointed with effect from 1^st July, 2025)

5. Mr. Sudhir Suman Singh, Company Secretary & Compliance officer

Except as stated above, there was no change in the composition of the Key Managerial Personnel during
the year.

COMMITTEES OF THE BOARD

The Company has various Committees which have been constituted as a part of good corporate
governance practices and the same are in compliance with the requirements of the relevant provisions
of applicable laws and statutes.

Details of the following committees constituted by the Board along with composition, powers, roles,
terms of reference, meetings held and attendance of the Directors at such meetings of the relevant
Committees held during the year are provided in the Report on Corporate Governance which is annexed
herewith and forms a part of this Annual Report:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Risk Management Committee

BOARD EVALUATION:

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

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

MEETINGS:

During the year, Six Board Meetings, Six Audit Committee Meetings, Two Nomination &
Remuneration Committee, Two Stakeholder Relationship Committee and One Independent Directors
Meetings were convened and held. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots
is included in the Report on Corporate Governance, which forms part of this Annual Report.

SHARE CAPITAL:

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

EXTRACT OF ANNUAL RETURN:

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

RELATED PARTY TRANSACTION:

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

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

A] Conservation of Energy, Technology Absorption:

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

B] Foreign Exchange Earning and Outgo:

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being
one of the most respected companies in India, the Company is committed to the high standards of
Corporate Governance and stakeholder responsibility.

The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with
concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

There have been no cases of frauds reported to the Audit Committee/Board during the year under
review.

CORPORATE SOCIAL RESPONSIBILITY:

As the Company was not having net worth of rupees five hundred crore or more, or turnover of rupees
one thousand crore or more or a net profit of rupees five crore or more during any preceding financial
year, the Company was not required to comply with the provisions of Section 135 of the Companies
Act, 2013 with the regard to the formation of the CSR Committee and undertaking of social expenditure
as required under the said section.

However, during the Financial Year under review, the company has exceeded the limit of net profit of
rupees five crore, therefore, the provisions of Section 135 of the Companies Act, 2013 shall be
applicable to the Company in the following years.

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment.

The details as to complain received, resolved, and pending as on March 31st, 2025 are as under:

• Number of complaints of sexual harassment received during the year: Nil

• Number of complaints of sexual harassment disposed off during the year: NA

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

EMPLOYEE RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.
SIGNIFICANT AND MATERIAL ORDERS:

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

STATUTORY AUDITORS:

M/s. M. K Singhal & Co., Chartered Accountants, (FRN: 130361W), Mumbai, were appointed as
Statutory Auditor of the Company in the 17^th Annual General Meeting held on September 30, 2024 for
a period of 5 years as required under Section 139 of the Companies Act, 2013. Therefore, M/s. M. K
Singhal & Co., Chartered Accountants, (FRN: 130361W), shall continue to act as Statutory Auditor of
the Company and to hold office till the conclusion of the 22^nd Annual General Meeting to be held for
the financial year ending on March 31, 2029.

There are no qualifications, reservations or adverse remarks made by M/s M. K Singhal & Co., Statutory
Auditors in their report for the financial year ended 31^st March, 2025. The Auditors Report is enclosed
with the financial statements in this Annual Report.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has
appointed M/s. S K Dwivedi, Practicing Company Secretary (C.P. No. 27296), to conduct the
Secretarial Audit of the Company. The Secretarial Audit report in form MR-3 is annexed herewith as
“Annexure - III” to this report.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of
the Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries
of the Company.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION.
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

A] By the Auditor in his report:

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

B] By the Secretarial Auditor in his report:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial
audit report. Several observations have been made in the said report and your directors regret their
inability to conform with the pursuant compliances. However, the Company is striving to be compliant
of the requirements under various laws including the Listing Regulations & the Companies Act, 2013.

Your directors assure you that it shall endeavor to comply with the applicable regulations both in letter
and spirit in the future.

COST AUDIT AND MAINTANANCE OF COST RECORDS:

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

FRAUD REPORTING:

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

BUSINESS RISK MANAGEMENT:

During the year, the company has developed and implemented Risk Management Policy consistent with
the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 to identify the elements of risk which may threaten the existence of the Company and possible
solutions to mitigate the risk involved.

At present the company has not identified any element of risk which may threaten the existence of the
company.

CHANGE IN NATURE OF BUSINESS:

The Company was engaged in the business of shares and securities since incorporation. However, the
Board of Directors of Company, finding new opportunities in real estate sector were of the opinion that
it is right time to divert business of the Company and proposed the change of the business activity of
the Company to Real Estate from existing business of dealing in securities which was also approved by
the Members of the Company by way of Postal Ballot conducted from 19^th October, 2023 to 17^th
November, 2023.

During the year under review, there was no change in the business of the Company.

CHANGE IN NAME OF THE COMPANY:

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

PARTICULARS OF EMPLOYEES:

(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the
Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

(B) The ratio of the remuneration of each director to the median employee’s remuneration and other
details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
forming part of this report as Annexure - IV.

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:

The Authorised Share Capital of the Company has been increased form Rs. Rs. 20,00,00,000 (Rupees
Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity shares of Rs. 10/- each to Rs.
25,00,00,000 (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lacs)
Equity shares of Rs. 10/- each to by creation of additional 50,00,000 (Fifty Lacs) Equity shares of
Rs.10/- each aggregating Rs. 5,00,00,000/- (Rupees Five Crores Only) ranking paripassu in all respect
with the existing Equity Shares which was approved by the shareholders in their Extra Ordinary General
Meeting held on June 13, 2025.

The company has alsos issued interim dividend of Rs. 0.10/- (Ten Paise) per equity share of Rs. 10/-
each on the equity share capital of the Company which was declared in the Board Meeting held on May
21, 2025.

The Company has also issued bonus equity shares in the ratio of 1:1 i.e. 1 (One) new fully paid-up
Equity Share of ? 10/- (Rupees Ten Only) each for every 1 (One) existing fully paid-up Equity Share
of ? 10/- (Rupees Ten Only) each by capitalizing of a sum of ? 10,86,18,750/- (Rupees Ten Crores
Eighty Six Lacs Eight Thousand Seven Hundred Fifty Only) standing to the credit of free reserves
including General Reserves and Retained Earnings of the Company upon the approval of shareholders
in their Extra Ordinary General Meeting held on June 13, 2025.

Other than stated above there have been no material changes affecting the financial position of the
company which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNALS:

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

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors
Place: Mumbai For Meghna Infracon Infrastructure Limited

Date: 8^th September,2025 (Formerly known as Naysaa Securities Limited)

Sd/

Vikram Jayantilal Lodha

---

Mar 31, 2024

Your Directors have pleasure in presenting their 17^th Annual Report together with the Audited Accounts of the Company for the Year ended 31^st March, 2024.

FINANCIAL RESULTS:

(Amount in Lacs)

Particulars	Year ended 31” March 2024	Year ended 31" March 2023
Income from operation	5278.64	1292.45
Other Income	218.74	31.92
Total revenue	5497.37	1324.37
Total Expenses	5173.47	1517.95
Profit/(Loss) before taxation	323.9	(193.58)
Less: Tax Expense
(a) Current Tax	7.04	1.52
(a) Deffcred Tax	-0.34	1.54
Total Tax Expenses	6.70	3.06
Profit/(Loss) after tax	317.20	(196.64)
Earnings per share (EPS)
Basic	2.92	(1.81)
Diluted	2.92	(1.81)

OPERATIONAL REVIEW:

The Company recorded total revenue of Rs. 5497-37 jjfldjg during the year unde* review as against Rs. 1324.37 Lacs in the previous year and turned profitable. Company earned Profit after tax of Rs.317.2 Lakhs as against a loss of Rs. 196.64Lacsincurred in the previous year. Your directors are hopeful for the better results in the years to come.

DIVIDEND:

Your Board of Directors (“The Board”) has proposed payment of Final Dividend at the rate of Re. 0.10/-per share for the financial year 2023-24, which would be paid after its declaration by the Members at the ensuing Annual General Meeting.

Dividend Distribution Policy:

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

AMOUNT TRANSFER TO RESERVE:

Your Directors do not propose any amount to be transferred to the Reserves for the year ended 31^st March 2024.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

PARTICULARS OF THE COMPANY’S SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANY:

Company had entered into partnership with Meghna Aakar Constructions during the year.

DEPOSITS:

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

INTERNAL CONTROL SYSTEMS AND THTTH AnF.OlTACV:

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

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

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

iv) The directors have prepared the annual accounts on a going concern basis;

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE:

The Company is committed to adhere to the Corporate Governance Requirements set out by the Securities and ExchangeBoard of India (SEBI).

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.

The requisite certificate from M/s. Nishant Jawasa & Associates, Company Secretaries confirmingcompliance withthe conditions of Corporate Governance as stipulated under Regulation 27 of Listing Regulations is included as a part ofthis report.

MIGRATION FROM BSE SME PLATFORM TO BSE MAIN BOARD OF THE EXCHANGE

As the members are aware that the company was in process to migrate to BSE Mainboard of the Exchange. Your directors are please to inform you that the Equity shares of the Company have been migrated from BSE SME Platform to BSE Mainboard of the Exchange with effect from 11^th April, 2023.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.

The Company has the following 7 (seven) directors on its Board, 4 (four) of whom are Independent Directors as on the date of this report.

Sr. No.	Name of the Director	Position held
1	Mr. Vikram Jayantilal Lodha	Chairman and Whole-Time Director
2	Mrs. Meghna Vikram Lodha	Executive Director & CFO
3	Mr. Ishaan Vikram Lodha	Non- Executive Director
4	Mr. Bhavin Gala	Non- Executive Independent Director
5	Mr. Vinesh Kantilal Shah	Non- Executive Independent Director
6	Mr. Amit Kumar Sharma	Non- Executive Independent Director
7	Mrs. Meena BharatkumarJain	Non- Executive Independent Director

Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulation, 2015 a listed company shall have at least one women director on the board of the company. Your Company has appointed Mrs. Mcghna Vikram Lodha and Mrs. Mccna Bharatkumar Jain as Woman Directors on the Board w.e.f. 12/08/2024 and 08/02/2024 respectively.

Mrs. Manju Lodha was also woman director who was appointed on 19/06/2015 and resigned on 12^th August, 2024.

Retirement by rotation:

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

Appointment / Resignation of Directors:

1. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mr. Vinesh Keshrimal Shah (DIN: 01435818) was appointed as an Independent Director of the Company for 5 years w.e.f. 08/02/2024 and his appointment was regularized at the Extra-Ordinary General Meeting held on 19/03/2024.

2. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mr. Amit Kumar Pramod Kumar Sharma (DIN: 09706441) was appointed as an Independent Director of the Company for 5 years w.e.f. 08/02/2024 and his appointment was regularized at the Extra-Ordinary General Meeting held on 19/03/2024.

3. In accordance with the provision of section 149 and 152 of Companies Act, 2013 and on the recommendation of Nomination and Remuneration Committee Mrs. Meena Bharatkumar Jain (DIN: 10481021) was appointed as an Independent Director of the Company for 5 years w.e.f. 08/02/2024 and her appointment was regularized at (he Extra-Ordinary General Meeting held on 19/03/2024.

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

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

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

Evaluation of Board, its Committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board carried outevaluation of its own as well as performance of that of its committees. The Board also carried out performanceevaluation of all the Individual Directors. Additionally, the Nomination and Remuneration committee of the Boardalso carried out the evaluation of the performance of the individual directors. The performance evaluation wascarried out by the way of obtaining feedback from the directors through a structured questionnaire prepared inaccordance with the Board Evaluation Policy.

The structured questionnaire prepared to evaluate the performance of Individual Directors, the Board andcommittees contained various different parameters.

The performance evaluation of the non-independent directors was carried out by the Independent Directors at theirseparate meeting.

.Independent Director:

Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following are NonExecutive Independent Directors of the Company as on 31^st March, 2024: -

Sr. No.	Name of the Director
1.	Mr. Abhishek Shastri
2.	Mr. Paras Shah
3.	Mr. Bhavin Gala
4.	Mr. Vinesh Kantilal Shah
5.	Mr. Amit Kumar Sharma
6.	Mrs. Meena BharatkumarJain

Declaration by Independent Directors:

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specifiedunder section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant toRule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmcdthat they meet the requirements of Independent directors as mentioned under Regulation l6(l)(b)of the ListingRegulations.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the companyare as follows:

1 Mr. Vikram Lodha, Whole-time Director

2 Mr. Jayantilal Lodha,Chief Financial Officer (Resigned on 12^th August, 2024)

3 Mrs. Meghna Lodha,Chief Financial Officer (Appointed on 12^th August, 2024)

4 Mr. Sudhir Suman Singh, Company Secretary & Compliance officer

Except as stated above, there was no change in the composition of the Key Managerial Personnel during the year.

COMMITTEES OF THE BOARD

The Company has various Committees which have been constituted as a part of good corporate govemancepractices andthe same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Details of the following committees constituted by the Board along with their composition, terms of reference andmeetings held during the year are provided in the Report on Corporate Governance which forms a part of this AnnualRcport:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Risk Management Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of theDirectors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of thcCompany which forms part of this Annual Report.

BOARD EVALUATION:

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

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

REMUNERATION POLICY:

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

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, Seven Board Meetings, Four Audit Committee Meetings, Two Nomination & Remuneration Committee, One Stakeholder Relationship Committee and One Independent Directors Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots is included in the Report on Corporate Governance, which forms part of this Annual Report.

SHARE CAPITAL:

The Authorized Share Capital of the Company if Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 Equity Shares of Rs. 10/- each

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

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

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^stMarch, 2024 in Form No. MGT-7, is available on the Company’s website on https://mcghnarealty.com/.

RELATED PARTY TRANSACTION:

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

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A] Conservation of Energy, Technology Absorption:

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

B| Foreign Exchange Earning and Outgo:

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

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

There have been no cases of frauds reported to the Audit Committee/Board during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

No case of sexual harassment was reported during the financial year.

EMPLOYEE RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels. SIGNIFICANT AND MATERIAL ORDERS:

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

AUDITORS:

M/s. Ravindra B Shah & Co., (Firm Registration No. 108769W), Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 12* AGM of the Company held on 30^th September, 2019 for a period of five (5) consecutive years till the 17^thAGM of the Company to be held in the year 2024.

Upon the end of their term the Directors, subject to the approval of members, have proposed Mr.Manoj Kumar Singhai to be appointed as Statutory Auditors of the Company to hold the office for a period of five (5) consecutive years form conclusion of the 17* AGM till die conclusion of the 22^nd AGM.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (TCAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

There are no qualifications, reservations or adverse remarks made hy M/s Ravindra B Shah & Co., Statutory Auditors in theirreport for the financial year ended 31^st March, 2024. The Auditors Report is enclosed with the financial statements in thisAnnual Report

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has appointed M/s. Nishant Jawasa & Associates, Practicing Company Secretary (C.P. No. 6993), to conduct the Secretarial Audit of the Company. The Secretarial Audit report in form MR-3 is annexed herewith as “Annexure - II” to this report.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the Listing Regulationspertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

A] By the Auditor in his report:

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

B] By the Secretarial Auditor in his report:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Several observations have been made in the said report and your directors regret their inability to conform with the pursuant compliances. However, the Company is striving to be compliant of the requirements under various laws including the Listing Regulations& the Companies Act, 2013.

Your directors assure you that it shall endeavor to comply with the applicable regulations both in letter and spirit in the future.

COST AUDIT AND MA1NTANANCE OF COST RECORDS:

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

BUSINESS RISK MANAGEMENT:

During the year, the company has developed and iraplerneanwd Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved

At present the company has not identified any element of risk which may threaten the existence of the company.

CHANGE IN NATURE OF BUSINESS:

The Company was engaged in the business of shares and securities since incorporation. However, the Board of Directors of Company, finding new opportunities in real estate sector were of the opinion that it is right time to divert business of the Company and proposed the change of the business activity of the Company to Real Estate from existing business of dealing in securities which was also approved by the Members of the Company by way of Postal Ballot conducted from 19^th October, 2023 to 17^th November, 2023. Therefore, during the year under review the business of the Company has been changed from dealing in of shares and securities to dealing in real estate sector with effect from 17^th November, 2023.

CHANGE IN NAME OF THE COMPANY:

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

(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(B) The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - III.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016:

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March, 2024.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTmJTIQNS ALONG WITH THE REASONS THEREOF;

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

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

Place:Mumbai FOR MEGHNA INFRACON INFRASTRUCTURE LIMITED

Date: 30/08/2024 (Formerly known as Naysaa Securities Limited)

Sd/-

Vikram Jayantilal Lodha

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 8thAnnual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

FINANCIAL RESULTS:

Particulars Year ended Year ended 31st 31st March 2015 March 2014

Turnover 25,762,522 2561211

Profit/(Loss) before taxation 388396 150933

Less: Tax Expense -167537 -47,799

Profit/(Loss) after tax 220859 103,135

Add: Balance B/F from the previous year 10,559,168 1,077,659

Balance Profit/ (Loss) C/F to the next year 15,764,062 10,559,168

OPERATIONAL REVIEW:

The Company recorded a turnover of Rs. 25,762,522 during the year under review as against Rs. 2,561,211 in the previous year, The net profit after tax is Rs. 220,859 as against a profit of Rs.103,135in the previous year.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March 2015 with a view to conserve the resources for future.

AMOUNT TRANSFER TO RESERVE:

Your Directors do not propose any amount to be transferred to the Reserves for the year ended 31st March 2015.

CORPORATE GOVERNANCE:

Since the equity share capital of the Company is listed exclusively on the SME Platform of BSE Limited, the requirement of corporate governance clause of Listing Agreement is not applicable to the Company in terms of SEBI circular CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 and hence, the Report on corporate Governance is not applicable to the company.

DEPOSITS:

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provision of section 152(6) and article the Articles of Association of Company Mr. VikramJayantilalLodha will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends his reappointment.

ManjuJayantilalLodhaand BhavinKantilal Gala were appointed as Additional Directorsof the Company u/s 161 of the Companies Act, 2013 w.e.f. 19th June, 2015to hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of section 160 (1) of the Companies Act, 2013 from a member proposing their appointment as Directors. The Board of Directors recommends their appointment as Directors.

Mr. BhavinKantilal Gala was appointed as an Additional Independent Directorof the Company u/s 161 of the Companies Act, 2013 w.e.f. 19th June, 2015 to hold office upto the date of ensuing Annual General Meeting. The Company has received declarations from him confirming that he meet the criteria of independence. Mr. Abhishek Ashok Shastri, and Mr. Paras Thakor Shah were appointed as Additional Independent Directors of the Company u/s 161 of the Companies Act, 2013 w.e.f. 18th June, 2014 and 20th March, 2014 respectively to hold office upto the date of ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013

The Company has received a notice as per the provisions of section 160 (1) of the Companies Act, 2013 from a member proposing their appointment as Independent Director. The Board of Directors recommends their appointment as Independent Director.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Clause 52 of the SME Listing Agreement.

BOARD EVALUATION;

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the SME Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

REMUNERATION POLICY:

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is available at the website of the Company i.e. naysasecurities.com.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year twenty oneBoard Meetings, four Audit Committee Meetings, oneNomination & Remuneration Committee, and one Stakeholder Relationship Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

CHANGES IN SHARE CAPITAL, IF ANY:

During the Financial Year 2014-15, the Company has issued 10,00,000 Shares of Rs. 10/- each at a Premium of Rs. 5/- under Initial Public Offer, on SME platform of BSE Limited.

UTILISATION OF IPO FUNDS :

(Rs.in Lacs)

Particulars As disclosed in Actual Prospectus dated Utilisation as 24thJune 2014 to on 31st March be expanded till 2015 31st March 2015

Expanding our domestic operation 30.00 30.00 and network of branches

Enhancement of margin money maintained 30.00 30.00 with the exchanges

General Corporate Purposes 9.00 9.00

Public Issue Expense 40.00 22.27

TOAL 109.00 86.27

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure 1".

RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.Certain transactions which were entered into with related parties were described in Form AOC-2 attached as "Annexure 2" and forming part of this report.

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

A] Conservation of Energy, Technology Absorption:

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

B] Foreign Exchange Earning and Outgo:

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

WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

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

No case of sexual harassment was reported during the year.

EMPLOYEE RELATIONS:

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

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

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

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to appointment of woman director which was complied later on and non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. Interest free advances were given prior to the financial year 2014-15 and the Company is in the process of recovering the same. The company would ensure in future that all the provisions are complied with the fullest extent.

AUDITORS:

The Auditors M/s. M. K. Singhal& Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per section 139 of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 the company has appointed M/s. NishantJawasa&Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company The Secretarial Audit report is annexed herewith as Annexure - 3 to this report.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 &Clause 52 of the SME Listing Agreement, thecompany hasconstituted a business risk management committee. The risk management policy can be viewed at the website of the Company i.e. naysaasecurities.com.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - 4.

Material changes affecting the Financial Position of the Company:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors

Sd/- PLACE: Mumbai (Jayantilal Lodha) DATE: 14th August, 2015 Chairman

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Mar 31, 2014

The Members of

Naysaa Securities Ltd.

Mumbai,

The Director has pleasures in presenting the 5TH Annual Report together with Audited Accounts of the Company for the Financial Year ended 31st March, 2014.

1) FINANCE RESULTS : Your Company has incurred Profit of Rs. 103,134/ - after providing for Income Tax Rs. 32,326/-. During the year under review, the Company is exploring the profitable avenue during the coming year too.

2) DIVIDEND : your Director have preferred not to recommend any dividend for the year due to inadequate profits

3) PUBLIC DEPOSITS : The Company has not accepted any deposit from public during the year hence Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

4) PARTICULARS OF EMPLOYEES : None of the Employees were in receipt of the remuneration as specified under provision of Section 217[2A] of the Company Act, 1956 (Employees particulars). Hence provision of section 217 [2A] of the Act, are not applicable to the Company.

5) AUDITORS : MRS. DIMPLE PUNMIYA, CHARTERED ACCOUNTANT, MUMBAI, Auditor of the company will retire at the conclusion of the ensuring Annual General Meeting and being eligible have expressed her willingness for re-appointed.

6) AUDITORS REPORT : With regard to the observation in the Audit Report the Notes are self explanatory and your Directors have nothing more to add.

7) ENERGY TECHNOLOGY AND FOREIGN EXCHANGE: Information in accordance with provision of section 217 [1] [e] of accordance with the Act, 1965, read with the Companies Disclosure of particulars in the Report of Board of Director Rules 1988. reading conservation of energy, Technology absorption and foreign exchange earnings and outgo are as under:-

A] Conservation of energy : N.A.

B] Technology absorption : N.A.

C] Foreign Exchange earnings and outgo : NIL.

8) DIRECTOR RESPONSIBILITY: Your Director confirm the following Director''s Responsibility statement pursuant to provision of section 217 [2 AA] of the Companies Act, 1956;

1) In the preparation of Annual Accounts for the year ended 31s'' March, 2014, the Company has followed the applicable accounting standards with proper explanation relating to material departure if any;

2) Appropriate accounting policies have been selected and applied consistently and judgments and estimates are made prudently and reasonably so as to give a true and fair view of the state of affairs of the Company as 31st March, 2014 and of the loss of the Company for the year.

3) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with applicable provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Annual Accounts have been prepared on a going concern basis.

FOR NAYSAA SECURITIES LIMITED For Nayasaa Securities Ltd. For Naysaq Securities Ltd. Director. Director.

PLACE: MUMBAI DATE: 13/8/14