Your Directors are pleased to present thirty first Annual Report of Nandan Denim Limited (‘the Company') along with the
Audited Financial Statements for the financial year ended March 31, 2025.

OPERATIONAL & FINANCIAL HIGHLIGHTS

Summary of the financial results of the Company for the year under review is as under:

BUSINESS PERFORMANCE

The Company's Revenue from Operations during 2024-25
is ' 3546.67 Crores as against ' 2010.09 Crores during
previous year. The Profit Before Tax (PBT) for the current year
is ' 45.88 Crores against ' 65.12 Crores in the previous year.
The Profit After Tax (PAT) for the current year is to ' 33.48
Crores against ' 44.97 Crores in previous year.

The finance cost (interest) for the current year is ' 36.74
Crores as compared to ' 47.23 Crores. The same is decreased
to 22.21 % from previous year.

DIVIDEND

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“Listing
Regulations”), the Board has approved and adopted a
Dividend Distribution Policy. The policy can be accessed
on the Company's website at https://nandandenim.com/
investor/policescode/Dividend-Distribution-Policy.pdf

Declaration and Payment of Dividend

In ordinary circumstances, the Board of Directors considers
recommending dividend on interim / annual basis. Board
usually considers the Company's profitability, cash needs
for working capital, capital expenditure and other relevant
factors while recommending dividend for any financial year.
Keeping in view the profit earned during the year, future
outlook, investment plans, long term interest and working
capital needs; the Company has not recommended any
dividend for the year 2024-25. The decision has been taken
mainly to provide financial flexibility for the future in the
current circumstances.

TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire
amount of profit for FY 2024-25 in the retained earnings.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Section 124 and
Section 125 of the Companies Act, 2013 and Investor

Education and Protection Fund (Accounting, Audit, Transfer
and Refund) Rules, 2016 (“IEPF Rules”), unclaimed or
unpaid Dividend (declared on Annual General Meeting
dated 29.09.2017) relating to the financial year 2016-17 has
been transferred to Investor Education and Protection Fund
(IEPF), Shareholders/claimants whose shares or unclaimed
dividend, have been transferred to the IEPF may claim those
dividends and shares from the IEPF Authority by complying
with prescribed procedure and filing the e-Form IEPF-5
online with MCA portal.

The dividend declared for the financial year ended 31
March 2018 and which remains unpaid/unclaimed is due
to be transferred to IEPF within statutory timelines, upon
expiry of the period of seven years. The due dates for
transfer of unclaimed dividend to IEPF are provided in the
report on Corporate Governance. Further the shares in
respect of which dividend has not been paid or claimed for
seven consecutive years will also be transferred to IEPF.
Shareholders are requested to ensure that they claim the
unpaid dividends referred to above before the dividend and
shares are transferred to the IEPF pursuant to the provision
of Section 124 of the Act. Pursuant to the provisions of
Investor Education and Protection Fund, the Company has
uploaded the details of unpaid and unclaimed amounts
lying with the Company on the website of the Company
https://nandandenim.com/dividend, and also on the website
of the Ministry of Corporate Affairs http://www.iepf.gov.in/.

SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES

Nandan Denim Limited did not have any Subsidiary,
Joint Venture or Associate Company for the year ended
March 31, 2025.

FINANCIAL STATEMENTS

The Financial Statements of the Company prepared in
accordance with the Companies Act, 2013 and applicable
Indian Accounting Standards along with all relevant
documents and the Auditors' Report form part of this
Annual Report.

The Financial Statements as stated above are also available
on the website of the Company and can be accessed at the
Web-link: https://nandandenim.com/annual-report.

COMPLIANCE WITH SECRETARIAL STANDARD

During the financial year, the Company has complied with
the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

CREDIT RATING

Details of all credit ratings obtained by the Company for its
borrowings during year under review are as follows:

• Infomerics Ratings has upgraded its rating, vide its
letter dated January 15, 2025, the long term rating to
IVR BBB/ Stable (IVR Triple B with Stable Outlook) and
the short-term rating to IVR A3 (IVR A Three Plus) of
the Company.

The rating upgrade reflects improvement in profitability
during FY24 (refers to period from April 01,2023 to March 31,
2024) with stable revenue, improvement in capital structure,
vast experience of promoters in the textile industry and the
established relationship with its customers domestically and
overseas both. The rating remains constrained by cyclicality
in denim industry coupled with competitive nature of textile
industry and susceptibility of its profitability to volatility in
raw material prices.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March
31, 2025 was ' 144.14 crores divided into 144,14,71,680
Equity Shares of Re. 1 each fully paid.

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 the BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE).
The shares are actively traded on BSE and NSE and have
never been suspended from trading.

Sub-division/ Split of Equity shares

The Company has sub-divided existing Equity Shares from
Face Value of ' 10/- each fully paid-up to Face Value of Re.
1/- each fully paid-up, ranking pari-passu in all respects
w.e.f. Thursday, September 19, 2024 (“Record date” has
been fixed for determining eligibility of Shareholders for the
purpose of Sub-division/ split of existing Equity Shares of
the Company), which was approved by Board of Directors in
their meeting held on June 17, 2024 and by the Shareholders
at 30^th Annual General Meeting of the Company held on
September 06, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS & OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under section 134 of the Act read with
the Companies (Accounts) Rules, 2014, is set out in
‘Annexure A' to this report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility (CSR) Committee in accordance with Section
135 of the Act, comprising of three Directors including
Independent Director. The composition and report on CSR
is set out in ‘Annexure B' to this report.

Total spending on Corporate Social Responsibility (CSR) as
percentage of profit after tax (%): The average net profit for
the last three financial years was ' 91,50,580/- calculated
in accordance with the provisions of Section 198 of the
Companies Act, 2013. During the financial year 2024-25,
the Company has spent ' 92,99,400/- (Rupees Ninety-Two
Lakhs Ninety-Nine Thousand Four Hundred Only) in defined
Activities mentioned in Schedule VII and CSR policy of
the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report (‘BRSR') on initiatives taken from an environmental,
social and governance perspective, in the prescribed
format is available as a separate section of the Annual
Report and is also available on the Company's website URL:
https://www.nandandenim.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors retiring by rotation

Mr. Shaktidan Jayendrasingh Gadhavi (DIN: 09004587),
Whole time Director of the Company, aged 54 years, retires
by rotation as a Director at the conclusion of this Annual
General Meeting pursuant to the provisions of section
152 of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014
and the Articles of Association of your Company and being
eligible have offered himself for re-appointment. Appropriate
resolution for his re-appointment is being placed for your
approval at the ensuing AGM.

In accordance with the provisions of the Act read with the
Rules issued thereunder, the Listing Regulations and the
Articles of Association of the Company, Additional Directors
and Independent Directors are not liable to retire by rotation.

Changes in Directors and Key Managerial Personnel

There were following changes in the composition of Board
and Key Managerial Personnel:

Mr. Shaktidan Ghadhvi (DIN: 09004587) has been re¬
appointed as a Whole-time Director for a term of 5 (Five)
years with effect from 14^th August, 2024.

Mr. Suresh Chatterjee (DIN: 03565196) has been appointed
as an Additional Director of the Company w.e.f. 06^th
August, 2025.

Board of Directors at their meeting held on 06^th August,
2025, recommended the appointment of Mr. Ambalal C.
Patel (DIN: 00037870) as a Non-executive Independent
Director of the Company subject to approval of members of
the Company at this General Meeting.

Key Managerial Personnel

As per the provisions of sections 2(51) and 203 of the
Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
pertaining to Key Managerial Personnel, the following officials
were the ‘Key Managerial Personnel' for the year 2024-25:

• Mr. Jyotiprasad Chiripal - Managing Director

• Mr. Deepak Chiripal - Chief Executive Officer

• Mr. Shaktidan Gadhavi - Whole Time Director

• Mr. Suresh Chand Maheshwari - Chief Financial Officer

• Ms. Rinku Patel - Company Secretary &
Compliance Officer

Declarations from Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that:

(i) t hey meet the criteria of independence as prescribed
under the Act;

(ii) t hey have registered their names in the Independent
Directors' Databank; and

(iii) they have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.

Familiarization Programmes

The Company has in place a structured induction and
familiarization programme for independent directors. The
objective of the programme is to provide insights into the
Company to enable the Independent Directors to understand
the Company's business in depth that would facilitate their
active participation in managing the Company. The Company
also educates them regarding their role, responsibility, and
duties under the Act, and under the Listing Regulations.

Details of the familiarization programme imparted to
independent directors are available on the Company's
website https://nandandenim.com/investor/policescode/
Familiarization-Programme.pdf

Nomination and Remuneration Policy

The Company has framed the Nomination and Remuneration
Policy for appointment of directors, key managerial
personnel, and senior management personnel, their
remuneration, and the evaluation of directors and the Board
pursuant to the provisions of the Act and the SEBI Listing
Regulations.

The philosophy for appointment and remuneration
of Directors, Key Managerial Personnel and all other
Employees of the Company is based on the commitment of
fostering a culture of leadership with trust. The Nomination
and Remuneration Policy of the Company is aligned to this
philosophy.

The Nomination and Remuneration Policy of the Company
empowers the Nomination and Remuneration Committee
to formulate a process for evaluating the performance of
Individual Directors, Committees of the Board and the Board
as a whole.

It is affirmed that the Remuneration paid to Directors, Key
Managerial Personnel and all Other Employees is as per
the Nomination and Remuneration Policy of the Company.
Details of Remuneration paid to Directors are provided in the
Corporate Governance Report forming part of this Annual
Report. Nomination and Remuneration Policy is available on
Company's Website at https://nandandenim.com/investor/
policescode/Nomination-Remuneration-Policy.pdf.

Annual Performance Evaluation

Pursuant to the provisions of the Act and Listing Regulations,
the Board of Directors has carried out an annual performance
evaluation of its own performance, its committees, and all the

directors of the Company as per the guidance notes issued
by SEBI in this regard. The Nomination and Remuneration
Committee has also reviewed the performance of the Board,
the committee and all directors of the Company as required
under the Act and the Listing Regulations.

The criteria for evaluation of Individual Directors includes inter
alia aspects such as knowledge and competency, fulfilment
of functions, ability to function as a team, initiative taken,
availability and attendance at the meeting, commitment,
integrity, independence, contribution at Board/Committee
Meetings and guidance/support to the Management outside
Board/Committee Meetings. In addition, the Chairman is also
evaluated on key aspects of his role, including effectiveness
of leadership and ability to steer the meetings, impartiality,
ability to keep shareholders' interests in mind and motivating
and providing guidance to the Executive Directors, etc.

The criteria for Board Evaluation includes inter alia, structure
of the Board, meetings and functions of the Board, degree
of fulfilment of key responsibilities, establishment and
delineation of responsibility to Committees, effectiveness of
Board processes, information and functioning and quality of
relationship between the Board and the Management, etc.

Criteria for evaluation of the committee covers mandate
and composition, effectiveness, structure and meetings,
independence of the committee from the Board, and
contribution to the decisions of the Board.

Remuneration of Directors, Key Managerial Personnel and
particulars of employees

The remuneration paid to the Directors is in accordance
with the Nomination and Remuneration Policy formulated
in accordance with section 178 of the Act and regulation
19 of the SEBI Listing Regulations [including any statutory
modification(s) or re-enactment(s) thereof for the time being
in force.]

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are set out in
‘Annexure C' to this report.

HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company believes that the Human Capital is the
strongest pillar of the Company and with same vision the
Company continues to retain focus on core values of “Trust,
Quality and Excellence” that drives the organization culture.
The Company is focused on developing the practices to
foster and strengthen the capability of human capital to
deliver the critical outcomes and increasing the operational
efficiency and capital productivity.

The talent being the backbone of the Company is the key
strength, which has led the Company to achieve the positive
results and various milestones in its journey. The Company
believes that attracting, developing and retaining talent is
crucial to organizational success.

During the FY 2024-2025, employee satisfaction and
involvement by fostering employee growth and development

through training programs, career development and
performance management systems, resulted in maintaining
harmonious and cordial Industrial Relations.

BOARD MEETINGS

The Board meets at regular intervals for consideration and
approval of the various agenda items including Financial
Results. The tentative dates of Board and Committee
Meetings is decided and informed well in advance to
facilitate the Directors to arrange their schedule and to
ensure participation in the meetings.

SIX meetings of the Board were held during the year.
The detail of meetings of the Board of Directors and its
Committees held during the year forms part of the Corporate
Governance Report. The maximum interval between any two
consecutive meeting did not exceed 120 days as prescribed
under the Act.

The Company recognises and embraces the benefits of
having a diverse Board of Directors to enhance the quality
of its performance. The Company considers increasing
diversity at Board level as an essential element in maintaining
a competitive advantage in the complex business that it
operates. The identified key skills/expertise/ competencies
of the Board and mapping with individual director are
provided in the ‘Corporate Governance Report', forms a part
of this Report.

The Composition of the Board and its committee has also
been given in the report on Corporate Governance.

AUDIT COMMITTEE

The Audit Committee has been constituted by our Board in
accordance with Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 i.e. Listing
Regulations. The composition, quorum, terms of reference,
functions, powers, roles and scope are in accordance with
Section 177 of the Companies Act, 2013 and the provisions
of Regulation 18 of the Listing Regulations, 2015. All the
members of the committee are financially literate and
Mr. Kirit Joshi, Chairman of the Committee is an Independent
Director and possesses financial expertise.

The details regarding composition, terms of references,
powers, functions, scope, meetings and attendance of
members are included in Corporate Governance Report
which forms part of the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY (EHS)

EHS isn't just a commitment for Nandan Denim Limited,
it's an integral part of how we conduct business, ensuring
the well-being of our employees and the sustainability of
our planet.

Your Company is committed to providing a safe and healthy
working environment for all our employees and workers. Our
dedication to EHS is evident at every stage of our business
operations through a robust EHS Management System.
This system serves as a structured framework to manage

environmental impacts and occupational health and safety
risks, while also identifying opportunities for improvement.

Our health and safety policy comprehensively addresses
occupational hazards, emphasizing ongoing training
initiatives to ensure workplace safety. Additionally, we
prioritize environmental stewardship by continually
enhancing our processes and systems. By adopting more e
efficient practices, we strive to reduce our carbon footprint
and safeguard natural resources.

We take the entire issue of water management with utmost
seriousness and realize that we owe a lot to the environment.
And that is why we reuse and recycle water by employing
Effluent Treatment Plant (ETP) and Reverse Osmosis (RO)
Plant. We also ensure we treat wastewater with responsibility
through Sewage Treatment Plant (STP) and reuse the same
for gardening purpose and rest of treated effluent as per
the prescribed parameters goes to Common Effluent
treatment plant.

As a part of our waste management compliance, we recycle
our denim to minimize our wastages. Also, we are setting
up garneting function to convert used garments into fibres
and then recycle the same to denim. We are happy to inform
that we have also set up our own Caustic Recovery Plant
(CRP) to reuse and process caustic. At the same time, we
keep upgrading our waste management policies closely
examining our entire denim manufacturing process to further
minimize any wastes that we may be generating.

The following, inter alia, forms part of Company's framework
on EHS system:

• A robust and comprehensive Environment, Health and
Safety (EHS) framework in place for safely managing
Company's business operations;

• Constant identification of EHS related risk and to
undertake measures to reduce the same;

• Ensuring proper disposal of waste & pollutant to
minimize impact on environment and risk to employees
at workplace;

• Promote renewable energy, reduce carbon footprints,
reuse and recycle materials, minimize waste and
emissions, conserve energy and natural resources
and assurance that operations and products of the
Company do not have any negative impact on the
environment;

• Encouraging innovation for prevention of pollution,
injury and ill health;

• Establishment of systems and Standard Operating
Procedures at work places to minimize the risk;

• Health and safety training to its employees/labor/
contractors on periodic basis;

• Ensuring safe handling and storage of hazardous
chemicals;

• Continually improving the Environmental, Health and
Safety performance; and

• Complying with all applicable legal, statutory &
regulatory norms in relation to EHS.

CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

In compliance with the provisions of Securities Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015 (‘SEBI (PIT) Regulations'), the Board has adopted
a code of conduct to regulate, monitor and report trading
by Designated Persons to preserve the confidentiality
of price sensitive information, to prevent misuse thereof
and regulate trading by designated persons. It prohibits
the dealing in the Company's shares by the promoters,
promoter group, directors, designated persons and their
relatives and connected persons, while in possession
of unpublished price sensitive information in relation to
the Company, and during the period(s) when the Trading
Window to deal in the Company's shares is closed. Pursuant
to the above, the Company has put in place adequate and
effective system of internal controls to ensure compliance
with the requirements of the SEBI (PIT) Regulations. As per
the recent amendments in SEBI (PIT) Regulations, 2015, the
Company has amended Code of Conduct for Prevention of
Insider Trading and the same is available on the Company's
website at https://nandandenim.com/investor/policescode/
Code%20of%20Conduct%20for%20Prevention%20of%20
Insider%20Trading.pdf.

The Board of Directors have also formulated a code of
practices and procedures for fair disclosure of unpublished
price sensitive information containing policy for
determination of ‘legitimate purposes' as a part of this Code,
which is available on the Company's website at https://
nandandenim.com/investor/policescode/Code-of-Practices-
and-Procedures-for-fair-disclosure-of-Unpublished-Price-
Sensitive-Information-2019-1.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), the Directors of the
Company confirm that:

a. in the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable Accounting
Standards and Schedule III of the Companies Act,
2013, have been followed and there are no material
departures from the same;

b. t he Directors have selected such accounting policies
and applied them consistently and 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 March 31, 2025 and of the Profit
and Loss of the Company for the financial year ended
March 31, 2025;

c. proper and sufficient care has been taken 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. t he annual accounts have been prepared on a ‘going
concern' basis;

e. proper internal financial controls laid down by the
Directors were followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

f. proper systems to ensure compliance with the
provisions of all applicable laws were in place and that
such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated as
per Regulation 34(2)(e) of SEBI (Listing Obligations and
Disclosures Requirement) Regulations, 2015 is presented
in a separate section forming part of this Annual Report.
It speaks about the overall industry structure, global and
domestic economic scenarios, developments in business
operations / performance of the Company's business
and other material developments during the financial
year 2024-25.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees given and investments under the
provisions of Section 186 of the Companies Act, 2013 read
with the Companies (Meetings of the Board and its Powers)
Rules, 2014, as on March 31, 2025, are given in the notes
forming part of the financial statements of the Company.

CORPORATE GOVERNANCE

The Company is committed to maintaining good standards
of Corporate Governance and adhering to the Corporate
Governance requirements as set out by Securities and
Exchange Board of India (SEBI). Pursuant to Regulation 34 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, a separate section titled ‘Corporate
Governance Report' has been included as part of this Report
which also contains certain disclosures required under the
Companies Act, 2013. The Certificate from the Auditors of
the Company confirming compliance with the conditions
of Corporate Governance as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is also published in this Annual Report.

AUDITORS

Statutory Auditor and Auditors’ Report

M/s. Nahta Jain and Associates, Chartered Accountants
(FRN: 106801W), were appointed by Board on June 17,
2024 as Statutory Auditors of the Company to fill the
casual vacancy caused by resignation of M/s J.T. Shah &
Co, Chartered Accountants, and hold office till 30^th Annual
General Meeting.

M/s. Nahta Jain and Associates, Chartered Accountants
(FRN: 106801W) has been appointed by shareholders in 30^th
Annual General Meeting held on September 06, 2024 for a

period of 5 years until the conclusion of 35^th Annual General
Meeting of the Company to be held in the year 2029.

M/s. Nahta Jain and Associates, Chartered Accountants
have carried out the Statutory Audit of the Company for
the Financial Year 2024-25 and the Report of the Statutory
Auditor forms part of the Annual Report. The Statutory
Auditors have not raised any qualification, observations
or adverse remarks in their report. There were no frauds
reported by the Statutory Auditors under the provisions of
Section 143 of the Companies Act, 2013.

Cost Auditor

The Company is required to maintain cost records as
specified by the Central Government under Section 148(1)
of the Companies Act, 2013 and accordingly such accounts
and records are made and maintained by the Company
for the year under review. M/s. A.G. Tulsian & Co., Cost
Accountants, Ahmedabad [Firm Registration No. 100629],
had been appointed as the Cost Auditor for conducting
audit of the cost accounting records of the Company for F.Y.
2024-25. The due date of submitting the cost audit report by
the Cost Auditor to the Company for F.Y. 2024-25 is within
a period of one hundred eighty days from the end of the
financial year. The Company shall file a copy of the cost audit
report within a period of 30 (thirty) days from the date of its
receipt. The cost audit report for FY 2023-24 dated August
14, 2024 issued by M/s. A.G. Tulsian & Co., Cost Accountants,
Ahmedabad [Firm Registration No. 100629], was filed with
the Ministry of Corporate Affairs, Government of India, on
September 12, 2024.

Further, in terms of Section 148 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014
and pursuant to the recommendation of the Audit Committee,
M/s. A.G. Tulsian & Co., Cost Accountants, Ahmedabad [Firm
Registration No. 100629], have been appointed as Cost
Auditors for conducting audit of the cost accounting records
of the Company for F.Y. 2025-26 at a remuneration of ' 3
Lakhs, which remuneration shall be subject to ratification by
the shareholders at the ensuing Annual General Meeting.

Internal auditor

In terms of Section 138 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, Mr. Talati &
Talati LLP continues as the Internal Auditor of the Company.

During the year under review, there was no instance of fraud
required to be reported to Central Government, Board of
Directors or Audit Committee, as the case may be, by any of
the auditors of the Company in terms of Section 143(12) of
the Companies Act, 2013.

Secretarial Auditor

M/s J.D. Khatnani & Associates, Company Secretaries,
Ahmedabad (Firm Registration Number: S2018GJ620700)
was appointed as Secretarial Auditor of the Company
for the financial year 2024-25 pursuant to Section 204 of
the Companies Act, 2013. The Secretarial Audit Report
submitted by them in the prescribed form MR- 3 is set out in
‘Annexure-D' to this report.

The Secretarial Audit Report for the financial year ended
March 31, 2025 does not contain any qualification,
reservation or adverse remark.

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations, the Board of Directors at its meeting
held on August 06, 2025, upon the recommendation of the
Audit Committee, appointed M/s J.D. Khatnani & Associates,
Company Secretaries (FRN: S2018GJ620700) as Secretarial
Auditor for a term of five consecutive years commencing
from financial year 2025-26, subject to the approval of the
shareholders at the forthcoming AGM of the Company. The
Company has received the necessary consent from M/s J.D.
Khatnani & Associates to act as the Secretarial Auditor of
the Company along with the certificate confirming that his
appointment would be within the applicable limits.

Explanation to the observations of Secretarial Audit Report:

It may be noted that non-compliance of Regulation 21 (3C)
of the SEBI (LODR) Regulations, 2015 was happened due to
resignation of Company Secretary and Compliance Officer
of the Company, the Risk Management Committee meeting
could not have been conducted within due time.

Auditors’ certificate on Corporate Governance

As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Auditors' Certificate
on Corporate Governance is enclosed as part of Corporate
Governance report.

Details in respect of frauds reported by Auditors other than
those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors and Secretarial Auditors
of the Company have not reported any frauds to the Audit
Committee or to the Board of Directors under Section 143(12)
of the Companies Act, 2013, including rules made thereunder.

DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI
(LODR) REGULATIONS, 2015

The Company does not have any demat suspense account
or unclaimed suspense account.

PARTICULARS OFCONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All transactions entered with Related Parties during the
year under review were on an arm's length basis, and in the
ordinary course of business. The same were placed before the
audit Committee and Board for their approval. The Company
has also obtained omnibus approval on a yearly basis for
transactions which are of a repetitive nature. All Related Party
Transactions are placed before the audit committee and the
Board for review and approval on a quarterly basis.

As per the SEBI Listing Regulations, if any Related Party
Transactions (‘RPT') exceeds 1,000 crores or 10% of the
annual consolidated turnover as per the last audited financial
statement whichever is lower, would be considered as
material and would require Members approval. In this regard,
the Company has taken necessary Members approval. For

FY 2025-26, the Company shall take members approval
in this Annual General Meeting.

Your Company did not enter into any related party
transactions during the year under review, which could be
prejudicial to the interest of minority shareholders.

The details of the related party transactions as per Indian
Accounting Standard 24 are set out in Note 37 to the
Financial Statements forming part of this report.

Form AOC - 2 pursuant to Section 134(3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is set out as “Annexure-E” to this report.

During the F.Y. 2024-25, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions
with the Company other than sitting fees, commission and
reimbursement of expenses, as applicable.

Pursuant to the requirements of the Act and the SEBI
Listing Regulations the Company has formulated a
policy on RPTs and is available on Company's website at
https://nandandenim.com/investor/policescode/Related-
Party-Transaction-Policy.pdf

POLICIES OF THE COMPANY

The Company is committed to good corporate governance
and has consistently maintained its organizational culture as
a remarkable confluence of high standards of professionalism
and building shareholder equity with principles of fairness,
integrity and ethics. The Board of Directors of the Company
have from time to time framed and approved various Policies
as required by the Companies Act, 2013 read with the
Rules issued thereunder and the Listing Regulations. These
Policies and Codes are reviewed by the Board and are
updated, as and when required.

Some of the key policies as per the Companies Act, 2013
and Listing Regulations requirements, adopted by the
Company are as follows:

ESG Policies adopted bv the ComDanv are as follows:

INTERNAL FINANCIAL CONTROLS

The Company has in place a well-established internal control
system commensurate with the nature of its business, size,
scale, and complexity of its operations. Internal Control
Systems comprising policies and procedures are designed
to ensure sound management of the Company's operations,
safe-keeping of its assets, optimal utilization of resources,
reliability of its financial information and compliance.
Systems and procedures are periodically reviewed to keep
pace with the growing size and complexity of the Company's
operations.

The Statutory Auditors, Internal Auditors and Audit Committee
periodically review the adequacy and effectiveness of
Internal Control Systems and provides guidance for further
strengthening them.

RISK MANAGEMENT

As per the requirement of the Listing Regulations, the
Company has constituted the Risk Management Committee.
The Company is aware of the risks associated with its
business. It regularly analyses and takes corrective actions
for managing/mitigating these risks. The Company also
periodically reviews its process for identifying, minimizing,
and mitigating risks. The Board of Directors of the Company
have framed a risk management policy that is being adhered
to by the Company. There are no risks which, in the opinion of
the Board, threaten the existence of the Company. However,
some of the risks which may pose challenges are set out in
the Management Discussion and Analysis which forms part
of this Report.

INSURANCE

All properties and insurable interests of the Company
including buildings, plant & machinery and stocks have been
adequately insured.

The Company has an appropriate Directors' and Officers'
Liability Insurance Policy and pays the premiums for the
same. It is intended to maintain such insurance cover for the
entire period of reappointment, subject to the terms of such
Policy in force from time to time.

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

The Company firmly believes in providing a safe, supportive
and friendly workplace environment - a workplace where
our values come to life through the supporting behaviors.
Positive workplace environment and a great employee
experience are integral part of our culture. The Company
continues to take various measures to ensure a workplace
free from discrimination and harassment based on gender.

The Company educates its employees as to what may
constitute sexual harassment and in the event of any
occurrence of an incident constituting sexual harassment.
The Company has created the framework for individuals
to seek recourse and redressal to instances of sexual
harassment.

The Company has a Sexual Harassment Prevention and
Grievance Handling at the Workplace Policy in place to
provide clarity around the process to raise such a grievance
and how the grievance will be investigated and resolved.
An Internal Complaints Committee (ICC) has been set up to
redress complaints regarding sexual harassment at three
places i.e. Corporate Office, Piplej Plant and Bareja Plant.
All employees (permanent, contractual, temporary, trainees)
are covered under this policy.

There were no complaints received or disposed of during
the year under review; there were no pending complaints till
the end of the financial year, either.

ANNUAL RETURN

The Annual Return of the Company for FY 2024-25 in Form
MGT-7 pursuant to the provisions of the Act and Rules
made thereunder, is available on the Company's Website at
www.nandandenim.com.

DEPOSITS

Your Company has neither accepted nor renewed any
deposits from the public within the meaning of Section
73 and 74 of the Companies Act, 2013 and read together
with the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s)
for the time being in force) for the year ended on March
31, 2025. None of the deposits earlier accepted by the
Company remained outstanding, unpaid or unclaimed as on
March 31, 2025.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to the provisions of section 177(9) and (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a Vigil Mechanism or ‘Whistle Blower Policy' for
directors, employees and other stakeholders to report
genuine concerns has been established. The Company
has built a reputation for doing business with honesty and
integrity over the years and has shown zero tolerance for
any sort of unethical behaviour or wrongdoing. The Audit
Committee reviews the functioning of the Whistle Blower
mechanism on a quarterly basis. During the year under

review, no instance has been reported under this policy.
Whistle-blower Policy and Code of Business Conduct
have been hosted on the website of the Company at
https://nandandenim.com/investor/policescode/Whistle-
Blower-Policy.pdf

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments which could affect
the Company's financial position have occurred between
the end of the financial year of the Company and date of
this report.

ANNEXURES

Following statements/reports/certificates are set out as
Annexures to the Directors' Report:

• Energy Conservation, Technology Absorption and
Foreign Exchange Earnings & Outgo

• Details of CSR activities and spends under Section 135
of the Companies Act, 2013.

• Information as per Section 197.

• Secretarial Audit Report pursuant to Section 204 of the
Companies Act, 2013

• Form AOC - 2
GENERAL

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

• The Company does not have any scheme or provision
of money for the purchase of its own shares by

employees/Directors or by trustees for the benefit of
employees/Directors;

• The Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares and
Employee Stock Option Scheme) to employees of the
Company under any scheme.

• 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.

• There is no application made / proceeding pending
under the Insolvency and Bankruptcy Code, 2016.

• There was no instance of one-time settlement with any
Bank or Financial Institution.

ACKNOWLEDGEMENTS

The Board wishes to place on record its sincere appreciation
of the efforts put in by the Company's employees for
achieving encouraging results. The Board also wishes to
thank the shareholders, distributors, vendors, customers,
bankers, government and all other business associates for
their support during the year.

For and on behalf of the Board of Directors

Jyotiprasad Chiripal Shaktidan Gadhavi

Managing Director Whole Time Director

(DIN: 00155695) (DIN: 09004587)

Place: Ahmedabad

Date: August 06, 2025