Your Directors have pleasure in presenting their 39^m Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31.
2025

Financial Summary or Hiqhlights/Performance of the Company (Standalone)

Operational Performance:

Revenue from operations of the Company is Rs. 5.06 lakhs as compared to Rs. 5.86
lakhs of the previous Year. The revenue has decreased as compared to previous year
due to market barrier. The Company has earned income from other source. Therefore
The Profit of the Company has increased to Rs 25.52 lakhs as compared to Rs. 12.83
lakhs of the previous Year.

Dividend:

In view of further expansion of the business, the Board of Directors of your Company does
not recommend any dividend for the year ended 31^st March, 2025.

Transfer To Reserves & Surplus:

The Company has transferred Retained Earning of Rs 12 83 lacs to the Reserves &
Surplus during the Year

SHARE CAPITAL:

The paid-up Equity Share Capital as at March 31. 2025 stood at Rs. 2.48.00.000 During
the year under review, the Company has not issued shares with differential voting rights
nor has granted any stock options or sweat equity. As on March 31. 2025, none of the
Directors of the Company hold instruments convertible into equity shares of the
Company. The Company's Equity Shares are listed on BSE Limited and available for
trading.

Change In the Nature of Business. If Any:

No Changes have occurred in the Nature of the Business during the Year under Review

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 have
occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report

Details Of Significant And Material Orders Passed By The Regulators Or Courts Or
Tribunals Impacting The Going Concern Status And Company’s Operations In
Future:

No Significant and Material Orders have been passed by the regulators or courts or tribunals
impacting the going concern status and company's operations in future during the Year
under Review

Details of Subsidiary/Joint Ventures/Associate Companies and Financial
Performance thereof:

As on March 31, 2025 the Company has No Subsidiary but N D FISCAL SERVICES
PRIVATE LIMITED is Associate Company

Deposits:

The Company has not accepted any Deposits within the meaning of section 73 of the
Companies Act. 2013 and the Rules made there under. Hence, there is nothing to Report
in this Matter However, the Company continues to enjoy Loans from Director, which are
exempted under Rule 2(1) (viii) of the Companies (Acceptance of Deposit) Rules. 2014.

Statutory Auditors:

M/s. SUVARNA & KATDARE. Statutory Auditors of the Company hold office until the
conclusion of the ensuing Annual General Meeting till conclusion of the Sixth Annual
General Meeting to be held for FY 2029 and being eligible to offer themselves for re¬
appointment.

M/s. SUVARNA & KATDARE., Chartered Accountants, have furnished a certificate,
confirming that if re- appointed, their re-appointment will be in accordance with Section
139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules
made there under, it is proposed to appoint M/s. SUVARNA & KATDARE., Chartered
Accountants; as the statutory auditors of the Company from the conclusion of the AGM
till the conclusion of the Sixth Annual General Meeting, subject to ratification at every
subsequent Annual General Meeting held after this Annual General Meeting

Members are requested to consider the re-appointment of M/s. SUVARNA &
KATDARE., Chartered Accountants and authorize the Board of Directors to fix their
remuneration

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules. 2014. the Board of Directors of the
Company had appointed M/S SWEETI SHAIFALI & ASSOCIATION. Practicing
Company Secretary. CP No: 14955 to undertake the Secretarial Audit of the Company
for the year ended 31st March. 2025

Auditors’ Report:

Report of Statutory Auditors of the Company is self-explanatory and do not call for
separate explanation from the Board

Secretarial Audit Report:

A Secretarial Audit Report given by CS Sweeti Shaifali. a Company Secretary in practice is
being annexed with the report Annexure - IV.

Director's Reply on the Observations on the Secretarial Audit Report:

Share Capital:

The paid up Equity Share Capital as on March 31. 2025 was Rs. 24.800,000/- during the
year under review The Company has not issued any shares.

Shares with Differential Voting Rights:

The Company has not issued shares with differential voting right during the year
Issued Employee Stock Options / ESOP:

The Company has not issued employee stock options and does not have any scheme to
fund its employees to purchase the shares of the Company.

Issue of Sweat Equity:

The Company has not issued sweat equity shares during the year.

Listing of Company's Scrip:

Your Company was listed on the Bombay Stock Exchange
Extract Of Annual Return:

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

Conservation of energy, technology absorption and foreign exchange earnings and
outgo:

The Information Regarding Conservation of Energy & Technology Absorption is provide in
Annexure II.

Foreign Exchange Earnings and Outgo:

Corporate Governance Report:

Since the paid Up Share Capital of Your Company as on 31^st March, 2025 is Rs
24,800,000/-. and the Net worth of your Company never exceed a sum of Rs. 25 Crores or
more at any time in the history of the Company therefore the quarterly report on Corporate
Governance pursuant to regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation 2015 is not applicable to the Company. However the
Company has been observing best governance practices and is committed to adhere to
Corporate Governance Requirement on an ongoing basis

Directors:

A) Changes in Directors and Key Managerial Personnel

Appointments and changes in Designation during the Year under Review.

No Change during the Year.

B) Appointment of Independent Director(s) and re- appointment, if any

Your Directors are making all ground efforts to identify and Appoint Independent
Directors so as to comply with Section 149(4) of the Companies Act, 2013 read with
Rule 4 of The Companies (Appointment and Qualification of Directors) Rules, 2014
Therefore there is no Independent Director in the Company.

Annual Evaluation of Board Performance and Performance of Its Committee and
Of Director:

Since your Company is in the process of identifying and appointing independent
directors on the Board of your Company at this juncture your Company could not able
to Constitute and appoint its Committee Members for the Following.

1) Audit Committee 2) Nomination and Remuneration Committee

Number of meetings of the Board of Directors:

The Board of Directors of the Company has met Seven times during the Year under
review

Details of establishment of vigil mechanism for directors and employees:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to
the Directors and employees to report their concerns about unethical behavior, actual or
suspected fraud or violation of the Company s Code of Conduct or ethics policy. The
Policy provides for adequate safeguards against victimization of employees who avail of
the mechanism and also provides for direct access to the Managing Director of the
Company. Nobody has denied access to the Managing director of the Company in this
regard

Nomination and Remuneration Committee:

As reported above your Company is in the process of identifying and appointing
independent directors on the Board of your Company at this juncture, as the
consequence to it your Company could not able to constitute and appoint its Committee
Members for Nomination and Remuneration Committee.

Once the Committee is constituted, the Remuneration Policy will be framed and
executed for Remuneration given to the KMP of the Company and the same Policy will
be uploaded on the website of the Company

Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to
financial statements Your Company has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business, including adherence to the
Company’s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the
timely preparation of reliable financial disclosures

Corporate Social Responsibility:

As a socially responsible Company, your Company has a strong sense of community
responsibility The Company however, does not fall within the Criteria as laid down by the
Act is not required to constitute a CSR Committee.

Policy on prevention, prohibition and redress-al of sexual harassment at workplace:

The Company has zero tolerance for sexual harassment at the workplace and has
adopted a Policy on Prevention. Prohibition and Redress-al of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention. Prohibition and Redress-al) Act. 2013 and the Rules thereunder
The Policy aims to provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or incidental
thereto, with the objective of providing a safe working environment, where employees feel
secure. The company has also constituted an internal complaints committee, to inquire into
complaints of sexual harassment and recommend appropriate action

The company has not received any complaint of sexual harassment during the financial year2024-
2025.

Disclosure

Particulars of loans, guarantees or investments under section 185 &186:

During the year No Loans or Guarantees are given nor are any Investments made by
the Company under Section 186 of the Companies Act. 2013

The company has not granted unsecured, interest free loan to its Director during the year in
terms of Section 185 of the Companies Act. 2013,

Particulars of contracts or arrangements with related parties:

The Particulars of Contracts or arrangements with related Parties are provided for in
Annexure III (AOC-2)

Risk Management:

Your Company has adopted a Risk Management Policy/ Plan in accordance with the
provisions of the Companies Act. It establishes various levels of accountability and
overview within the Company, while vesting identified managers with responsibility for
each significant risk

This risk management process covers risk identification, assessment, analysis and
mitigation Incorporating sustainability in the process also helps to align potential
exposures with the risk appetite and highlights risks associated with chosen strategies.

Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were on an
arm s length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Companies Act. 2013 (‘the Act') and the Listing Agreement All
Related Party Transactions are placed before the Board for approval.

The Company has adopted a Related Party Transactions Policy. The Policy, as
approved by the Board, is uploaded on the Company’s website at the web link:
www.ndmil.com

Details of the transactions with Related Parties are provided in the accompanying financial
statements

Criteria for determining qualifications, positive attributes and independence of a
director:

Since the Company is in the process of identifying Independent Director. The said
disclosure is reported to be Nil for the period under review.

Particulars of Employees:

During the financial year under review, none of the Company's employees was in receipt
of remuneration as prescribed under Rule 5 (2) and (3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules Hence, no particulars
are required to be disclosed in this Report

Directors’ Responsibility Statement:

In terms of the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act. 2013.
and to the best of their knowledge and belief and according to the information and
explanations obtained by them and same as mentioned elsewhere in this Report, the
attached Annual Accounts and the Auditors Report thereon, your Directors confirm that:

i In the preparation of the annual accounts, the applicable accounting standards
have been followed and that there are no material departures,

ii. They 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 and of the profit of the Company for that period;

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

iv They have prepared the annual accounts on a going concern basis

v They have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating
effectively,

vi They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

Acknowledgement:

An acknowledgement to all with whose help cooperation and hard work the Company is
able to achieve the results.

By Order of the Board of Directors
For N D METAL INDUSTRIES LIMITED

AJAY KUMAR GARG HARSH REKHA GARG

Director Director

DIN: 00988977 DIN: 00846444