The Directors are pleased to present their thirtieth Annual Report of Nandan Denim Limited ('the Company') along with the Audited Financial Statements for the financial year ended March 31, 2024.

OPERATIONAL & FINANCIAL HIGHLIGHTS

STATE OF AFFAIRS

The Company's Revenue from Operations during 2023-24 is H 2010.09 Crores as against H 2026.76 Crores during previous year. The Profit Before Tax (PBT) for the current year is H 65.12 Crores against H 5.14 Crores in the previous year. The Profit After Tax (PAT) Increased to H 44.96 Crores against H 0.53 Crores in previous year.

The finance cost (interest) for the current year is H 47.23 Crores as compared to H 53.38 Crores The same is decreased to 11.52% from previous year.

Dividend

Dividend Distribution Policy

Pursuant to Regulation 43A ofthe 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/wp-content/uploads/2023/07/ 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 2023-24. 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 2023-24 in the distributable 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 Board Meeting dated 11.03.2016) relating to the financial year 2015-16 has been transferred to Investor Education and Protection Fund (IEPF), Shareholders are required to lodge their claims with the Company's RTA for unclaimed dividend. 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, 2024.

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-reports/.

Compliance with Secretarial Standard

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India from time to time on Meetings of the Board of Directors and General Meetings.

Credit Rating

The external credit rating from Infomerics Ratings affirmed IVR BBB-/ Stable (IVR Triple B Minus with Stable Outlook) and IVR A3 (IVR A Three).

The ratings assigned to the bank facilities of Nandan Denim Limited (NDL) factors in experienced promoters and established market position as leading denim manufactures. The ratings also factors in availability of raw materials, comfortable capital structure of the company and improvement in margins in 6MFY24. The rating are, however, constraint by cyclicality in the denim industry, working capital intensive operations of the company.

Share Capital

The paid up Equity Share Capital of the Company as on March 31, 2024 was H 144.14 crores divided into 14,41,47,168 Equity Shares of H 10 each fully paid.

As on March 31,2024, 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 Board of Directors in their meeting held on June 17, 2024, has approved Sub-division/split of Equity Shares of the Company having face value of H 10/- (Rupees Ten) each into 10 (Ten) equity shares having face value of H 1 /- (Rupee One) each fully paid up, subject to the approval of Shareholders of the Company in ensuing Annual General Meeting and other statutory regulatory authorities, as may be required.

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 H 43,93,767/- calculated in accordance with the provisions of Section 198 of the Companies Act, 2013. During the financial year 2023-24, the Company has spent H 44,40,000/- (Rupees Forty Four Lakhs Forty Thousand 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. Jyotiprasad Devkinandan Chiripal (DIN: 00155695), Managing Director of the Company, aged 71 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 reappointment. 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.

Change in Directorate/ KMPs

i. Resignation of Ms. Falguni Vasavada (DIN: 08921942)

Ms. Falguni Vasavada has been associated with Nandan Denim as Independent Director since November 2020. She has tendered her resignation from the post of Independent Director w.e.f. May 29, 2023.

ii. Resignation of Mr. Ashok Jain (PAN: AFKPJ7012C)

Mr. Ashok Kumar Jain has been associated with the Company as a CFO since February 2023. He has resigned for better prospects, from his position of Chief Financial Officer (CFO) of the Company from the close of business hours on May 29, 2023.

iii. Appointment of Ms. Nalini Nageswaran as an

Independent Director of the Company (DIN: 10128138) w.e.f. May 30, 2023.

The Board of Directors at their meeting held on May 29, 2023, based on recommendations of the Nomination & Remuneration Committee approved the appointment of Ms. Nalini Nageswaran as an Additional Independent Director w.e.f. May 30, 2023. Her appointment has been regularised in Annual General Meeting held on August 28, 2023 from Additional Director to Director.

iv. Appointment of Mr. Suresh Chand Maheshwari

(PAN: AHAPM9992L)

The Board of Directors at their meeting held on May 29, 2023, based on recommendation of the Audit Committee approved the appointment of Mr. Suresh Chand Maheshwari as a CFO. Mr. Suresh Chand Maheshwari is a Chartered Accountant and had almost 40 years relevant experience in different sectors and worked with organization(s), like Modern Terry Towel, Nandan Denim Limited, Maral Overseas, Welspun etc. He has appointed w.e.f. May 30, 2023.

v. Resignation of Ms. Renuka Upadhyay (PAN: AAZPU7698H) as Company Secretary & Compliance Officer of the Company.

Ms. Renuka Upadhyay has been associated with Nandan Denim as Company Secretary & Compliance Officer since February 2023. She has resigned for prospective growth and development, from her position of Company Secretary & Compliance Officer of the Company from the close of business hours on September 04, 2023.

vi. Appointment of Ms. Rinku Patel (PAN: DEFPP3397F) as Company Secretary & Compliance Officer of the Company.

The Board of Directors at their meeting held on November 9, 2023, based on recommendations of the Nomination & Remuneration Committee has appointed Ms. Rinku Patel as Company Secretary & Compliance Officer of the Company w.e.f. November 9, 2023.

Ms. Rinku Patel is qualified Company Secretary with 7 years of work experience in Secretarial and compliance of Company Law & Securities Law for Listed, Unlisted, Private Companies and she was previously associated with Oracle Granito Limited and Asian Granito India Limited.

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 2023-24:

• Mr. Jyotiprasad Chiripal - Managing Director

• Mr. Deepak Chiripal - Chief Executive Officer

• Mr. Shaktidan Gadhavi - Whole Time Director

• Mr. Ashok Jain - Chief Financial Officer (Appointed w.e.f. February 10, 2023 & resigned w.e.f. May 29, 2023)

• Mr. Suresh Chand Maheshwari - Chief Financial Officer (Appointed w.e.f. May 30, 2023

• Ms. Renuka Upadhyay - Company Secretary & Compliance Officer (Appointed w.e.f. February 10, 2023 & resigned w.e.f. September 04, 2023)

• Ms. Rinku Patel - Company Secretary & Compliance Officer (Appointed w.e.f. November 09, 2023)

Declarations from Independent Directors

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

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

(ii) they 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/wp-content/uploads/2024/02/ 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 ofDirectors, 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/wp-content/ uploads/2024/07/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 Human Resources

Framing the human resource/employee relationship helps maintain perspective on the Company's ultimate goal: to help employees do their best at their jobs. It is a function within an organisation concentrated on recruiting, managing and directing people who work in it. Human Resource Management deals with issues related to compensation, performance management, organisation development, safety, wellness, benefits, employee motivation, training and others.

Your Company attaches significant importance to continuous up gradation of Human Resources for achieving the highest levels of efficiency, customer satisfaction and growth. As part of the overall HR Strategy, training programmes have been organized for employees at various levels through both internal and external faculties during the year under review, thereby strengthening employee engagement and learning. This has helped to ensure that learning is not time bound and location bound, at the same time employees have access to the information.

A team of around 2078 passionate & motivated individuals drive Nandan Denim Limited. Your Company has taken various initiatives to engage the employees using digital and technology platforms.

Industrial Relations

The industrial relations during the year under review continued to be cordial. The Directors place on record their sincere appreciation for the services rendered by employees at all levels.

Board Meetings

The Board meets at regular intervals to discuss and decide on the Company's policies and strategies apart from other Board matters. 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.

During the financial year 2023-24, four Board Meetings were held on May 29, 2023, August 04, 2023, November 09, 2023 and February 12, 2024 respectively. The gap between two Board Meetings did not exceed 120 days and a meeting was held in every quarter.

The details of the meetings of the Board of Directors and its Committees, convened during the financial year 2023-24 are given in the Corporate Governance Report which forms a part of this Report.

Audit Committee

The Company has in place an Audit Committee in terms of requirements of the Act read with rules framed thereunder and Listing Regulations. The details relating to the Audit

Committee are given in the Corporate Governance Report forming part of this report. During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

Environment and Pollution Control

Nandan Denim Limited strives to maintain good standards of environmental care and ensures that increasing level of operations do not adversely impact standards of health and environment. To combat pollution and strengthen the area ecology, considerable emphasis is placed on trees. All manufacturing facilities possess the required environmental clearance from the respective Pollution Control Boards and do comply with the relevant statutory provisions.

The Company is well aware of its responsibility towards a better and cleaner environment. Our efforts in environment management go well beyond mere compliance with statutory requirements.

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.

Insider Trading Policy

As Required Under The Insider Trading Policy Regulations Of Sebi And Amendments Thereto, Your Directors Have Framed Insider Trading Regulations And Code Of Internal Procedures And Conducts For Regulating, Monitoring And Reporting Of Trading By Insider As Well As Code Of Practices And Procedures For Fair Disclosure Of Unpublished Price Sensitive Information. The Same Is Also Posted On The Website Of The Company At Https://Nandandenim.com/Wp-Content/Uploads/2023/03/ Code-Of-Conduct-For-Prevention-Of-Insider-Trading.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, 2024, 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. The 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, 2024 And Of The Profit And Loss Of The Company For The Financial Year Ended March 31, 2024;

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. The 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 2023-24.

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, 2024, are set out in Note 5 and 6 to the Financial Statements of the Company.

Corporate Governance

Corporate Governance is the application of best management practices, compliance of law in true letter and spirit and adherence to ethical standards for Effective Management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders. Corporate governance is the system by which business corporations are directed and controlled. The corporate governance structure

specifies the distribution of rights and responsibilities among different participants in the corporation, such as, the board, managers, shareholders and spells out the rules and procedures for making decisions on corporate affairs. By doing this, it also provides the structure through which the Company objectives are set, and the means of attaining those objectives and monitoring performance. The concept of corporate governance hinges on total transparency, integrity and accountability of the management and the Board of Directors.

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 'Report on Corporate Governance' 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. J.T. Shah & Co., Chartered Accountants (Firm Registration No. 109616W), were appointed as the Statutory Auditors of the Company for a tenure of 5 years commencing from the conclusion of the 28^th AGM of the Company until the conclusion of the 33^rd AGM of the Company to be held in the year 2027. But they have tendered their resignation on June 17, 2024 as Statutory Auditor of the Company.

In order to fill casual vacancy caused by resignation of M/s J.T. Shah & Co, Chartered Accountants, the Board of Directors has appointed M/s. Nahta Jain and Associates, Chartered Accountants (FRN: 106801W), as Statutory Auditor of the Company, to hold the office till the conclusion of the ensuing Annual General Meeting (AGM), on such terms and conditions as may be decided and finalised by the Board.

The Auditors' Report for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark.

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 auditors for conducting audit of the cost accounting records of the Company for F.Y. 2023-24. The due date of submitting the cost audit report by the cost auditor to the Company for F.Y. 2023-24 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 2022-23 dated August 04, 2023 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 02, 2023.

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. 2024-25 at a remuneration of H 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 Jay Khatnani & Associates, Company Secretaries, Ahmedabad (Firm Registration Number: S2018GJ620700) was appointed as Secretarial Auditor of the Company for the financial year 2023-24 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, 2024 does not contain any qualification, reservation or adverse remark.

M/s Jay Khatnani & Associates, Company Secretaries have been appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25. They have confirmed that they are eligible for the said appointment.

Explanation to the observations of Secretarial Audit Report:

Few E-forms were filled with required late filling fees as per the provisions of the Companies Act, 2013 on account of change in Company Secretary and Compliance Officer in the Company.

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 Board's report. The Auditors' Certificate for FY 2023-24 does not contain any qualification, reservation or adverse remark.

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

The Statutory Auditors, Cost Auditors or 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 Unclaimed Shares issued in physical form pursuant to Public Issue / Rights Issue.

Particulars of Contracts 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 before the 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, during the previous year, the Company has taken necessary Members approval. Since the aggregate value of these transactions (proposed in 2023-24 and 2024-25) are likely to exceed ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company and will thus require approval of the members of the Company through an Ordinary Resolution.

The details of the related party transactions as per Indian Accounting Standard 24 are set out in Note 38 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. 2023-24, 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 https:// nandandenim.com/wp-content/uploads/2023/07/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:

The above mentioned policies and code are available on the website of the Company.

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.

Disclosure Under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your company has in place an anti-sexual harassment policy, in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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.

Extract of Annual Return

The Annual Return of the Company for FY 2023-24 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

During the year under review, the Company has not accepted any deposits within the meaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014

[including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and Chapter V of the Companies Act, 2013.

Whistle Blower Policy/ Vigil Mechanism

The Company has established a Whistle Blower Policy (vigil mechanism) to provide adequate safeguards against victimization and to provide direct access to the chairman of the audit committee in appropriate cases.

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The Whistle Blower Policy of the Company can be accessed at website of the Company at https://nandandenim. com/wp-content/uploads/2023/06/Whistle-Blower-Policy.pdf

Material Changes and Commitments

There are no material changes affecting the financial position of the Company subsequent to the close of the FY 2023-24 till the 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.

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

• Information as per Section 197

• 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 Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. The Directors also wish to place on record their deep sense of appreciation to the members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for

their continuous support to the Company and their confidence in its management.