Your Directors have pleasure in presenting the 36^th Annual Report on the affairs of your Company together
with the Audited Statements of Accounts for the Year ended March 31, 2025.

FINANCIAL RESULTS

DIVIDEND

Your Directors do not recommend payment of any dividend for the year ended 31^st March, 2025 with a view to
improving liquidity to meet part of working capital requirement of the Company which will increase in the
financial year 2025-2026.

PERFORMANCE REVIEW

Your Company has achieved revenue of Rs 52971.20 lakhs (previous year Rs. 55992.39 lakhs) with profit of
Rs 316.47_lakhs (previous year profit of Rs. 600.82 Lakhs).

SHARE CAPITAL

During the year under review, there have been no changes in Share capital of the Company
DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 8 members of which 4 are Independent Directors including one-woman
Independent Director.

Change in designation

During the year under review, following changes took place in the Board of Directors and Key Managerial

Personnel of the Company:

1) Mr. Sunil Ishwarlal Patwari (DIN: 00024007), who was liable to retire by rotation was re-appointed as a
Director of the Company.

2) Mr. Sushil Patwari (DIN: 00023980), who has attained the age of 70 years, continued to serve as the Executive
Chairman cum Whole-time Director of the Company for the remainder of his existing term.

3) Mrs. Jyoti Sinha Banerjee resigned from the post of Company Secretary cum Compliance Officer of the Company
with effect from 16/01/2025.

4) Mrs. Monika Kedia was appointed for the post of Company Secretary cum Compliance Officer of the Company
with effect from 13/02/2025.

As per provisions of Section 152 of the Companies Act, 2013, Mr. Mahendra Ishwarlal Patwari (DIN: 00024002),
is liable to retire by rotation and being eligible for re-appointment, he has offered himself for re- appointment in
the ensuing Annual General Meeting of the Company. The Company has received declaration from him specifying
his eligibility to be re-appointed as such.

The brief resume of the Directors seeking Appointment/ re-appointment in the ensuing Annual General Meeting
in pursuance of relevant provisions of the Companies Act, 2013 and Regulation 36(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, have been given in annexure to the Notice convening the
aforesaid Annual General Meeting. Your Directors recommend the resolutions pertaining to appointment/re-
appointment of aforesaid Directors for your approval.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND PAYMENT OF REMUNERATION

The Company’s Policy on Directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, attributes of independence of Directors and other related matters provided under
Section 178(3) of the Companies Act, 2013 are covered in Clause 1 of the Corporate Governance Report which
forms part of this report. The statement required under Section 197 (12) read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure- D’ forming part
of this Report

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given their declarations to the Company that they meet the criteria
of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) Notification dated October 22, 2019,
regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, has
been received from all the Independent Directors. In the opinion of the Board, the Independent Directors of the
Company are persons of integrity, expertise and experience and duly qualified to hold such positions.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the statement on Management Discussion and Analysis is annexed hereto and marked as Annexure “B”.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate report on Corporate Governance, is annexed as part of this Annual Report and
marked as Annexure “C”. Requisite Certificate from M/s. M&A Associates a firm of Company Secretaries (Firm
Registration Number: P2019WB076400) regarding compliance of Corporate Governance as stipulated under
Regulation 34(3)(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
annexed to the report of Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, a detailed report on Corporate Social Responsibility (CSR) is given under
Corporate Governance, which forms part of this report in accordance with the provisions of Section 135 (1) of the
Companies Act, 2013.

A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year
under review are set out in Annexure E of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. This Policy is also available on the Company’s website at www.nagreeka.com.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of
this report.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held 4 (four) meetings during the year on 30/05/2024, 13/08/2024, 14/11/2024 and
13/02/2025. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBI’s Listing
Regulations, 2015. The details of Board Meeting held and attendance of Directors are provided in the Report on
Corporate Governance forming part of this report.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of
evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of
a structured questionnaire which comprises evaluation criteria taking into consideration various perform ance
related aspects. All the results were satisfactory.

The Board of Directors has expressed its satisfaction with the evaluation process.

One separate meeting of Independent Directors was held on 13.02.2025 during the year 2024-25 which reviewed
the performance of the Non - Independent Directors and the Chairman of the Board. It also reviewed the
performance of the Board as a whole and assessed the quality, quantity and timeliness of flow of information
between the company management and the Board and its members that is necessary for the board to effectively
and reasonably perform their duties.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act, 2013 and based on the representations
received from the management, your Directors state that:

(a) In the preparation of the annual Financial Statements for the year ended March 31, 2025, the applicable
accounting standards have been followed with no 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual Financial Statements on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and operating effectively; and

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

MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitment made, affecting the financial position of the Company, between

1^st April, 2024 and 29^th May, 2025 which is the date of the report except as part of long-term cost reduction plan
Operations of Spinning Mills at Yavluj, was temporarily suspended from 21^st February, 2025, The agreement has
been signed with the recognized union and efforts are in progress to implement the same.

There were no significant and material orders passed by any regulators or courts or tribunal impacting the going
concern status and Company’s operations in future.

DEPOSITS

Your Company has not accepted any deposits during the year under review within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly no
amount was outstanding as on the date of Balance Sheet.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and
Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical
behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics. The details of
establishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of the Company.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Internal Complaints Committee which has been set up to redress complaints
regarding sexual harassment. The following is the summary of sexual harassment complaints received and
disposed off during the year:

i) No. of complaints received: Nil

ii) No. of complaints disposed off: Nil

All employees (Permanent, Contractual, Temporary, Trainees) are covered under this Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

Details of Loans, Guarantees or Investments covered under section 186 of the Companies Act, 2013 forms part
of the Notes to the Financial Statements.

STATUTORY AUDITORS AND AUDITORS REPORTS

M/s. B. Nath & Co., (FRN 307057E), Chartered Accountants, Kolkata were appointed as Statutory Auditors of
the Company for 2^nd term of 5 years at 33^rd Annual General Meeting (AGM) held on 29^th September 2022 to
hold office from the conclusion of 33rd Annual General Meeting till the conclusion of 38^th Annual General
Meeting to be held in the year 2027.

The Auditors’ Report does not contain any qualification, reservation or adverse remark on the financial statements
for the year ended March 31, 2025. The statements made by the Auditors in their Report are self- explanatory and
do not call for any comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there-under, the Company has
appointed M/s. M & A Associates., a firm of Company Secretaries (CP No. 17218) to undertake the Secretarial Audit
of the Company. The same is attached as Annexure “F” and forms an integral part of this report.

Pursuant to amendments under SEBI Listing Regulations, 2015 and SEBI circular dated 8 February 2019, a certificate
on secretarial compliance report as required under regulation 24A is being submitted to stock exchanges as obtained
from him for the year 2024-25.

The said Reports does not contain any qualification, reservation or adverse remarks or disclaimer by the Secretarial
Auditor.

On Board Meeting held on 29.05.2025 the Board has appointed M/s. M & A Associates (FRN No. P2019WB076400),
a firm of Practicing Company Secretaries as Secretarial Auditor of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM

COST AUDITORS

u \

The Board of Directors had appointed M/s. V.J. Talati &Co., Cost Accountants (Firm Regn No. ROO213) as Cost
Auditors of the Company for the financial year 2025-26. Their remuneration is subject to ratification by
shareholders at the ensuing Annual General Meeting. Cost Audit Report for the financial year 2024 -25 would be
filed within due date.

The Cost records as applicable to the Company are maintained in accordance with the Section 148(1) of the Act.
ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, an extract of Annual Return as on March 31,
2025 is also available on the Company’s website at the link https://nagreeka.com/nagreeka-exports- limited-
investor-relations/ The final version of the Annual Return will be uploaded on the Company’s website after the
conclusion of the ensuing AGM.

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

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies
(Accounts) Rules, 2014 is annexed hereto and marked as Annexure “A” to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of the Employees of the Company in detailed is
separately attached and marked as Annexure “D” to this report.

HEALTH AND SAFETY MEASURES

The Company's primary objectives are to ensure the safety and health of the company’s Employees, and to protect
company property. The Company strives to provide safe and healthy working environment for all Company
Employees

The Company provides health and safety advisory to all workers and employees of the Company. A safe working
environment is based on how well the people, in both management and on the factory floor, adhere to and
communicate about safety standards.

SECRETARIAL STANDARDS

The Company has followed the applicable provisions of Secretarial Standard 1 and Secretarial Standard 2 of the
Institute of Company Secretaries of India.

RISK MANAGEMENT

The development and implementation of risk management policy has been covered in the Management Discussion
and Analysis, which forms part of this report.

OTHER STATUTORY DISCLOSURES

m ¥i

• Neither any application was made, nor is any proceeding pending under the insolvency and Bankruptcy Code,
2016 against the Company.

• During FY 2024-25, there was no instance of one-time settlement with Banks or Financial institutions.
Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at
the time of one-time settlement and valuation done while taking loan from the Banks or Financial institutions
are not reported.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the
website of the Company.

All Related Party Transactions entered into during the year were on arm’s length basis and were in the ordinary
course of business. There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict
with the interest of the Company at large and thus Form AOC-2 is not applicable to the Company.

Audit Committee reviews and approves all the related party transactions and based thereon final approval of the
Board is obtained.

The policy on Related Party Transactions was adopted and approved by the Board on 30^{th M a y}, 2024 and the
same was available on the Company’s website.

ACKNOWLEDGEMENT

Your Directors acknowledge the remarkable contribution made by the employees of the company at all levels
towards its overall success. The Directors also take this opportunity to place on record their appreciation of all the
stakeholders, bankers and members for their continued support to the Company.

For and on behalf of the Board of Directors

Sd/-

Place: Kolkata Sushil Patwari

Date: 29/05/2025 Chairman-00023980

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 is given in Annexure - “A” to this report.

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