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

GENERAL OUTLOOK OF THE COMPANY

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

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

1. FINANCIAL PERFORMANCE

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

2. OPERATIONS
Standalone

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

Consolidated

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

3. DIVIDEND

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

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

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

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

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL

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

7. CHANGES IN SHARE CAPITAL

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

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and till the date of
this Report.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

10. CASH FLOW STATEMENT

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

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

12. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board Composition

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

The detailed section on ‘Board of Directors’ is given in the ‘Report on Corporate Governance’
forming part of the Annual Report.

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

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

Declaration by Independent Directors

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

Retirement by rotation and subsequent re-appointment

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

Brief Resume of the Directors being appointed/re-appointed

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

KEY MANAGERIAL PERSONNELS

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

14. AUDIT COMMITTEE

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

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

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

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

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

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

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

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

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

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

• To assist the Board in fulfilling responsibilities.

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

16. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS

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

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

17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

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

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

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

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

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

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

18. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

• Such accounting policies have been selected and applied consistently and the Directors
have made judgements and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31 March 2025 and of the
Profit and Loss of the Company for the year ended on that date;

• Proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of this act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

20. PARTICULARS OF REMUNERATION OF DIRECTORS AND KMPs

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

21. ANNUAL RETURN

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

22. AUDITORS AND AUDITORS’ REPORT

I. ) STATUTORY AUDITORS

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

II. ) SECRETARIAL AUDITORS

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

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

III.) COST AUDIT

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

23. CORPORATE GOVERNANCE

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

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

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

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

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

24. INTERNAL FINANCIAL CONTROL SYSTEM

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

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

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

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

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

• The Company’s books of accounts are maintained in ERP and transactions are executed
through ERP setups to ensure correctness/effectiveness of all transactions, integrity and
reliability of reporting.

• The Company is having in place a Risk Management framework.

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

• Compliance of Secretarial functions is ensured by way of Secretarial Audit.

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

26. RISK MANAGEMENT

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

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

27. CREDIT RATING

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

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

28. DISCLOSURE ON DEPOSITS UNDER CHAPTER V

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

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

30. DEPOSITORY SYSTEMS

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

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

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

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

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

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

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

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

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

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

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

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

33. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

34. DISCLOSURE ON VIGIL MECHANISM (WHISTLE BLOWER POLICY)

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

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

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

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

36. SECRETARIAL STANDARDS

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

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

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

38. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

39. INDUSTRIAL RELATIONS

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

40. SAFETY, HEALTH AND ENVIRONMENT

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

41. CONSOLIDATED FINANCIAL STATEMENTS

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

42. MANAGEMENT DISCUSSION AND ANALYSIS

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

43. ANNUAL SECRETARIAL COMPLIANCE REPORT

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

44. BUSINESS RESPONSIBILITY REPORT

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

45. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

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

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

46. TRANSFER OF SHARES TO IEPF

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

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

47. GENERAL DISCLOSURE
During the year under review: -

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

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

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

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

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

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

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

48. ACKNOWLEDGEMENT

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

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

Date:06.08.2025 for and on behalf of

Place: Chandigarh MEGASTAR FOODS LIMITED

SD/- SD/-

VIKAS GOEL VIKAS GUPTA

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