Your Directors are pleased to present the 12th Annual Report on the business and operations of the Company and
the financial results for the year ended 31^st March, 2025.

1. F NANCIAL PERFORMANCE OF THE COMPANY: (Amount in Lakhs)

Your Company has a turnover of Rs. 46.24 Cr. in F.Y. 2024-25 as against the turnover of Rs. 47.12 Cr. in the previous
year. Net profit for the F.Y. 2024-25 stood at Rs. (3.64) Cr. as against Rs. (2.11) Cr. in F.Y. 2022-23.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant material changes and commitments affecting financial position of the company between
31^st March, 2025 and the date of Board's Report.

3. CHANGE IN NATURE OF BUSINESS:

There has been no major change in the business of the company during the financial year ended 31st March, 2025.

4. DIVIDEND:

The Board of Directors has not approved any dividend for the period ended 31^st March, 2025.

5. RESERVES AND SURPLUS:

Please refer note no 15 of financial statement for amount transferred to the Balance sheet under the head of
Reserves and Surplus in F.Y. 2024- 25.

6. MEETINGS:

(i) BOARD MEETINGS:-

During the year, 05 Board Meetings were held the details are as mentioned below:

(ii)COMMITTEE MEETINGS:

? AUDIT COMMITTEE MEETINGS

During the year, 04 Audit Committee Meetings were held the details are given as unden

? NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year, 01 Nomination & Remuneration Committee Meetings were held the details are given as under:

? STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

During the year, 01 Stakeholders Relationship Committee Meetings were held the details are given as under:

? RIGHT ISSUE COMMITTEE MEETINGS

During the year 07 Right Issue Committee Meetings were held the details are given as under

7. COMPOSITION OF COMMITTEES:

During the year, your directors have constituted following committees of the Board in accordance with the
requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level
committees have been elaborated below:

A. AUDIT COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

The role and terms of reference of the Audit Committee have been updated to be in line with Section 177 of the
Companies Act, 2013 besides other terms as may be referred by the Board of Directors. The said Committee reviews
reports of the Statutory Auditors and Internal Auditors periodically to discuss their findings and suggestions,
internal control system, scope of audit, observations of the auditors and other related matters and reviews major
Accounting policies followed by the Company.

COMPOSITION AND MEETING:

st

Note: - Mr. Dahyalal Prajapati has resigned on 07.08.2024 he was only eligible to attend 1 Audit Committee Meeting
which he did and Mr. Kapil Agrawal was appointed as Additional Non - Executive Independent Director W.e.f.
14.08.2024 later was regularized in the 11^th AGM.

B. NOMINATION AND REMUNERATION COMMITTEE
BRIEF DESCRIPTION AND TERMS OF REFERENCE

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to the Managing
Director/Whole Time Directors; sitting fee payable to the Non-Executive Directors; remuneration policy covering
policies on remuneration payable to the senior Executives.

COMPOSITION:

Note: - Mr. Dahyalal Prajapati has resigned on 07.08.2024 which he did and Mr. Kapil Agrawal was appointed as
Additional Non - Executive Independent Director W.e.f. 14.08.2024 later was regularized in the 11^th AGM.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the Company.

The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are
given below:-

Criteria and Qualification for Nomination & Appointment

The Committee shall 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.

• A person should possess adequate qualification, expertise and experience for the position

he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and

experience possessed by a person is sufficient/ satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person as Whole time Director who has
attained the age of seventy years. Provided that the term of the person holding this position may be extended
beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the
explanatory statement annexed to the notice for such motion indicating the justification for extension of
appointment beyond seventy years.

Policy on Remuneration

The Company's Remuneration policy considers human resources as its invaluable assets. The Remuneration policy
for all the employees are designed in a way to attract talented executives and remunerate them fairly and
responsibly, this being a continuous ongoing exercise at each level in the organization. The Remuneration of
Directors should be in accordance with the provisions of the Companies Act, 2013 read with Schedule-V of the
companies Act, 2013 as amended from time to time.

• To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and
motivate Directors, KMP and other employees of the quality required to run the Company successfully.

• No director/KMP/other employee are involved in deciding his or her own remuneration.

• The trend prevalent in the similar industry, nature and size of business are kept in view and given due weight age
to arrive at a competitive quantum of remuneration.

• It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance
bench marks which are unambiguously laid down and communicated.

• Improved performance should be rewarded by increase in remuneration and suitable authority for value addition
in future.

• Provisions of all applicable laws with regard to making payment of remuneration to the Board of Directors, KMP
and Senior Management, as maybe applicable from time to time, shall be complied.

• Whenever, there is any deviation from the Policy, the justification/reasons should also be indicated/ disclosed
adequately.

Managing Director and Executive Directors

The Company remunerates its Managing Director and Executive Director's by way of salary, perquisites and
allowances, Performance Bonus etc. Remuneration is paid within the limits recommended by the Nomination &
Remuneration Committee and the Board and as approved by the shareholders within the stipulated limits of the
Companies Act, 2013 and the Rules made there under. The remuneration paid to the Managing Director and the
Executive Director's is determined keeping in view the industry benchmark and the relative performance of the
Company to the industry performance.

Non-executive Directors

Your Company has paid sitting fees to them for attending the meeting of the Board as per the provisions of the
Companies Act, 2013 and the rules made there under. The Company, however, reimburses the expenses incurred
by the Non -Executive Directors to attend the meetings.

Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basic salary, perquisites, and allowances.
Perquisites and retirement benefits are paid according to the Company policy. The

components of the total remuneration vary for different grades and are governed by the industry pattern,
qualification & experience/merits, performance of each employee. The Company while deciding the remuneration
package takes into consideration current employment scenario and remuneration package of the industry and its
peer group.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE
BRIEF DESCRIPTION AND TERMS OF REFERENCE

The Board has delegated the powers to a committee to approve transfer/transmission of shares, considering and
resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent, Oversee the
implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading
and to attend all other matters related thereto:

COMPOSITION:

Composition of Stakeholder's Relationship Committee as on 31st March, 2024:

Note: - Note: - Mr. Dahyalal Prajapati has resigned on 07.08.2024 which he did and Mr. Kapil Agrawal was
appointed as Additional Non - Executive Independent Director W.e.f. 14.08.2024 later was regularized in the 11^th
AGM.

D. RIGHT ISSUE COMMITTEE

8. DIRECTORS AND KEY MANAGERIAL PERSONS:

A. COMPOSITION OF THE BOARD:

A. COMPOSITION OF KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial personnel of the Company are as tabled below:

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company as per the provisions
of Section 149 subsection (7) of the Companies Act, 2013, confirming that they meet the criteria of independence
as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies
(Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES
REMUNERATION:

Ratio of the Remuneration of each Director to the Median Employee's Remuneration for the Financial Year ended
on 31st March, 2025 is enclosed to this report and marked as "Annexure I”.

1. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial
year 2023-24 are placed before the Audit Committee for the review and approval. Prior omnibus approval is
obtained for related party transactions which are repetitive in nature. All the related party transactions entered
into by the company with related parties during the financial year 2023-24 under review were in the ordinary
course of business and on an arm's length pricing basis and the same are disclosed in financial statements and the
same were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules
made there under and the Listing regulations. Appropriate approvals have been taken for related party transactions
from the Board and Audit Committee. Members may check all the related party transactions done during the
financial year 2023-24, which mentioned in the audit report and the same are placed before the members for their
confirmation. Form AOC-2 is also attached below. Suitable disclosure as required by the Accounting Standard (AS
18) has been made in the notes to the Financial Statements.

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions
under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis -

There were no contracts or arrangements or transactions entered in to during the year ended 31^st March 2024,
which were not at arm's length basis.

2. Details of contracts or arrangement or transactions at arm's length basis-

11. Material Event during the FY 2024-25 with respect to the raising of funds

During the year, 2024-2025 Company came out with a right issue of share the issue was successful and the shares
were allotted in due time with complying all the compliances in due course shareholder were given a right of 4
equity share for every 10-equity share held in the company. The total share issued were 50,90,056 at a price of Rs.
25 bifurcated as Rs. 10/- against face value and Rs.15 against premium. The second and final call was received after
the end of financial yeas with some shares second and final call money not being paid.

During the year Company had altered the object Clause of its Memorandum of Association for addition of new
products in product range on dated 27th March, 2025.

12. VIGIL MECHANISM

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent
manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the Company
has adopted a Vigil mechanism/Whistle Blower Policy.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine
concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business
operations and in order to maintain these standards, the Company encourages its employees who have genuine
concerns about suspected misconduct to come forward and express these concerns without fear of punishment or
unfair treatment.

The mechanism provides for adequate safe-guards against victimization of Directors and employees to avail of the
mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. This
neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a
route for raising malicious or unfounded allegations about a personal situation.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31st March, 2025 the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year 31st March, 2023 and of the profit of the company for that period.

c. 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;

d. the Directors have prepared the annual accounts on a going concern basis.

e. The Directors, had laid down internal financial controls to be followed by the Company and that such
internal financial control are adequate and were operating effectively

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

14. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has no subsidiaries, joint ventures and associate companies during the year.

15. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3)(a) of the Act, the Annual Return as on 31.03.2025 will be made
available for inspection at www.nakodas.com and at the registered office of the company. Any member interested
in obtaining a copy of the same may write to the company at the registered office.

16. PARTICULARS OF EMPLOYEES

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) and 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, none of the
employees were entitled to receive remuneration exceeding the prescribed limit set under Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

17. REGISTRAR AND TRANSFER AGENT

The Company's Registrar & Share Transfer Agents, M/s. Big Share Services Private Limited is fully equipped to carry
out the transfers of shares and redress Investor complaints.

18. AUDITORS

A. STATUTORY AUDITORS:

M/s MANISH N. JAIN AND CO., Chartered Accountants, Nagpur (FRN: - 138430W) is the Statutory Auditor of the
company who shall hold the office of Statutory Auditors of the Company from the conclusion of this Annual General
Meeting for a term of 5 (Five) consecutive years till the conclusion of the 12^th Annual General Meeting of the
Company to be held in the Calendar year 2025.

Re-appointment of M/s MANISH N. JAIN AND CO is been put to vote in this AHM for the second and final term of
five years i.e. till the conclusion on 17^th AGM.

AUDITOR'S REPORT:

The Report given by the Auditors M/s MANISH N. JAIN AND CO., Chartered Accountants, Nagpur on the financial
statements of the Company for the Financial Year 2023-24 is self-explanatory.

B. SECRETARIAL AUDITOR AND SCRUTINIZER:

The Board has appointed M/s. R. A. Daga & Co., (Mem. No. 5522) Practicing Company Secretaries, Nagpur to conduct
Secretarial Audit of the Company for the financial year ended 31^st March, 2025 in compliance with the provisions
of Section 204 of the Companies Act, 2013. The Board has re-appointed M/s. R. A. Daga & Co. (Mem. No. 5522)
Practicing Company Secretaries, Nagpur to conduct Secretarial Audit of the Company for the financial year 2024¬
25.

In light of recent amendments appointment of M/s. R. A. Daga & Co., (Mem. No. 5522) Practicing Company
Secretaries as Secretarial auditor for a term of Five years is put to vote in item no : 04 in this AGM.

The report of the Secretarial Audit Report in Form MR-3 is enclosed as "ANNEXURE II” to this
Report.

The Board has also appointed M/s. R. A. Daga & Co., Practicing Company Secretaries, to Scrutinize the voting process
in the AGM and provide a fair report accordingly. Mrs. Rachana Daga, Company Secretary has been appointed by
the Board of Directors of the Company as Scrutinizer for scrutinizing the voting process through E-Voting at the
Meeting, in a fair and transparent manner. The Scrutinizer shall, after the conclusion of voting at the AGM, first
count the votes cast during the AGM and, thereafter, unblock the votes cast through remote e-Voting and shall make,
not later than 48 hours from the conclusion of the AGM, a Consolidated Scrutinizer's Report of the total votes cast
in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the
same and declare the result of the voting forthwith.

C. INTERNAL AUDITOR:

The Board has appointed M/s S.S. Gelda & Co., Chartered Accountants, Nagpur Membership No.:- 138350 as the
Internal Auditor of the company for the F.Y. 2024-25 at its meeting held on 24.05.2025

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

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and

Outgo required under the Rule 8 of the Companies (Accounts) Rules, 2014 is annexed and marked "ANNEXURE III”

and forms part of this Report.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has effective 'internal financial controls' that ensure an orderly and efficient conduct of its business,
including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

21. THE DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern
status and company's operations in future during the year under review.

22. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There were no material changes and commitments in the business operations of the Company from the Financial
Year ended 31st March, 2025 to the date of signing of the Director's Report.

23. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Your Company has not given any guarantee or Security pursuant to Section 186 of Companies Act, 2013.

24. RISK MANAGEMENT

The Board has formally adopted steps for framing, implementing and monitoring the risk management plan for the
Company by way of Risk Management Policy. The Board is very vigilant in working and also has proper internal
control systems to minimize the operational and business risk. Company also encourages Whistle Blower system
in the company.

25. FORMAL ANNUAL EVALUATION

Your Company has devised a Policy for selection of Directors, determining independence of Directors and for
performance evaluation of Independent Directors, Board, Committees and other individual Directors which include
criteria for performance evaluation of the non-executive directors and executive directors.

26. DECLARATION WITH THE COMPLIANCE WITH THE CODE OF CONDUCT BY MEMBERS OF THE BOARD
AND SENIOR MANAGEMENT PERSONNEL

The Company has complied with the requirements about code of conduct for Board members and Sr. Management
Personnel.

27. MECHANISM FOR BOARD EVALUATION

SEBI (LODR) Regulations, 2015 states that the board shall monitor and review the board evaluation framework.
The Companies Act, 2013 states that a formal annual evaluation needs to

be made by the Board of its own performance and that of its committees and individual directors.

The Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors
shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision and
objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings;
governance and contribution to strategy; interpersonal skills etc. The Board has carried out the annual performance
evaluation of its own performance, the

Directors individually as well as evaluation of the working of its Board Committees. A meeting of the Independent
Directors was also held which reviewed the performance of Non Independent Directors, Chairman and the quality,
quantity and time lines of flow of information between the Company management and Board.

28. CORPORATE GOVERNANCE

Your Company is in compliance of applicable provisions of Corporate Governance of SEBI (LODR) Regulation, 2015.

29. POSH ACT, 2013 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 (SHWWA):

Your Company is committed to providing a work environment that is professional and mature, free from animosity
and one that reinforces the value of integrity that includes respect for the individual. The Company has always
believed in providing a safe and harassment free workplace for every individual working in the Company's
premises through various interventions and practices. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including sexual harassment. All employees are
treated with dignity with a view to maintain a work environment free of sexual harassment whether physical,
verbal or psychological. The Policy aims to develop a harmonious and productive working environment free from
sexual harassment. The Company also ensures all allegations of sexual harassment are investigated and dealt with
effectively and appropriately.

30. FAMILIARISATION PROGRAMME OF THE INDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of Listing Regulations, the details of the Familiarization Programmes
conducted for Independent Directors during the reporting year is placed on the website of the Company

31. SECRETARIAL STANDARDS

Your company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.
GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except
ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries as the company has no subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going

concern status and Company's operations in future.

ACKNOWLEDGMENT

The Board of Directors are pleased to place on record their appreciation of the co-operation and support extended
by Banks , various State and Central Government agencies, Stock Exchange and other Agencies. The Board would
like to thank the Company's shareholders, Customers, Service providers for the support and the confidence, which
they have reposed in its management. The Board also wishes to place on record its highest appreciation of the
valuable

services rendered by all the employees of the Company.

For and on behalf of the Board of Directors
Nakoda Group of Industries Limited.

SD/- SD/-

Pravin Choudhary Jayesh Choudhary

Place: - Nagpur (Managing Director) (Whole Time Director)

Date: - 07.08.2024 (Din: - 01918804) (Din: - 02426233)