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, 2026.

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 2025-26 is
H 2871.87 Crores as against H 3546.67 Crores during previous
year. The Profit Before Tax (PBT) for the current year is H 42.26
Crores against H 45.85 Crores in the previous year. The Profit
After Tax (PAT) for the current year is to H 33.13 Crores against
H 33.45 Crores in previous year.

The finance cost (interest) for the current year is H 17.66 Crores
as compared to H 36.74 Crores. So, the finance cost has
decreased by about 51.93% compared to the previous year.

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 2025-26.

DIVIDEND

Your Director's do not recommend any dividend for the
financial year ended March 31, 2026.

The Dividend Distribution Policy of the Company, in terms of
Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended)
is available on the website athttps://www.nandandenim.com/
admin/pdf/926978Dividend-Distribution-Po[icv.pdf

TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount
of profit for FY 2025-26 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”), Company is required to transfer the
dividend which remains unpaid or unclaimed for a period of
seven consecutive years or more to the IEPF. In view of the
same, dividend of H 2,48,994.00 pertaining to Financial Year
2017-18 which remained unpaid or unclaimed was transferred
to the IEPF Authority in the month of November, 2025. The list
of Members whose unclaimed /unpaid dividend amount was
transferred to IEPF Authority as stated above along with the
details of amount transferred is available on the website of the
Company athttps://nandandenim.com/dividend.

TRANSFER OF SHARES TO IEPF

Pursuant to provisions of Section 124(6) of the Act read with
Rule 6 of the IEPF Rules (as amended from time to time),
shares on which dividend has been unpaid or unclaimed by a
shareholder for a period of seven consecutive years or more
shall be credited to the Demat Account of Investor Education
and Protection Fund Authority (IEPFA) within a period of thirty
days of such shares becoming due to be so transferred. Upon
transfer of such shares, all benefits (like dividend, bonus,
etc.), if any, accruing on such shares shall also be credited
to such Demat Account and the voting rights on such shares
shall remain frozen till the rightful owner claims the shares.
During the year under review, your Company has transferred
335962 Equity Shares having face value of Re. 1 per share
to IEPF Authority. The list of Member whose shares were
transferred to IEPF Authority with the details of number of
shares transferred is available on the website of the Company
athttps://nandandenim.com/letter-to-shareholders.

Unclaimed Dividend and Shares which has been transferred
to the IEPF Authority, can be claimed back by the shareholder
from IEPFA by following the procedure prescribed under the
aforesaid rules.

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, 2026.

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 reaffirmed the Company's rating,
vide its letter dated December 29, 2025, the long term
rating is IVR BBB/ Stable (IVR Triple B with Stable Outlook)
and the short-term rating is IVR A3 (IVR A Three Plus).

The ratings reaffirmation continues to reflect improved
revenues and operating margins,

improvement in financial risk profile, and established
reputation of company as well as group as a key player in
India's textile market.

SHARE CAPITAL

There was no change in the share capital structure of your
Company during the year under review.

As on March 31, 2026, the Authorized Share Capital of
your Company stood at 1,50,00,00,000/- representing
1,50,00,00,000 Equity Shares of face value of Re. 1/- each
and the paid-up share capital stood at H 144,14,71,680/-
representing 144,14,71,680 Equity Shares of face value
of Re. 1/- each.

During the year under review, your Company has not issued
any shares with differential voting rights or any sweat shares or
any shares under Employees Stock Option Scheme and hence
no information for the same has been furnished.

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.

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

A statement containing information on Conservation of energy,
Technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is annexed herewith as "Annexure-A” to this Report.

CORPORATE SOCIAL RESPONSIBILITY

In terms of provisions of Section 135 of the Act read with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 ['the CSR Rules'], the Company has formulated a
Corporate Social Responsibility Policy ('CSR Policy') indicating
the activities to be undertaken by the Company. The Corporate
Social Responsibility ('CSR') Policy may be accessed on the
Company's website i.e. https://www.nandandenim.com/
admin/pdf/40125Corporate_Social_Responsibility_Policy.pdf.

Your Directors wish to state that the CSR Committee and
the Board of your Company had approved a total budget of
H 61.31 Lakhs (2% of the average net profit of the past three
financial years and net profit as computed pursuant to Section
198 of Act) towards CSR activities. During the financial year
2025-26, the Company has spent H 63.19 Lakhs (Rupees Sixty-
Three Lakhs Nineteen Thousand Only) in defined Activities
mentioned in Schedule VII and CSR policy of the Company.

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.

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://nandandenim.com/brsr.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors retiring by rotation

Mr. Jyotiprasad Devkinandan Chiripal (DIN: 00155695),
Managing Director of the Company, aged 73 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
Appointment:

• Mr. Suresh Chatterjee (DIN: 03565196) has been
appointed as an Additional Director of the Company
w.e.f. 06^th August, 2025 and he was regularised as Non¬
Executive Independent Director via resolution passed
by the Members of your Company through 31^st Annual
General Meeting held on September 17, 2025.

• Mr. Ambalal C. Patel (DIN: 00037870) has been
appointed as a Non-Executive Independent Director of
the Company by members in the 31^st Annual General
Meeting held on September 17, 2025.

Cessation

Mr. Giraj Mohan Sharma (DIN: 01215950) has retired on
account of successful completion of his tenure as a Non¬
Executive Independent Director of the Company with effect
from September 28, 2025.

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 2025-26:

• 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

AH the Independent Directors of your Company have affirmed
compliance to the code of conduct for Independent Directors
as prescribed in Schedule IV of the Act and Regulation 16(b) of
the SEBI Listing Regulations and have confirmed that they are
not aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent
judgment and without any external influence.

The terms and conditions of appointment of the Independent
Directors are available on the website of the Company at
https://www.nandandenim.com/admin/pdf/81079Terms-
conditions-of-Appointment-of-Independent-Directors.pdf.

None of the Directors of your Company are disqualified
under the provisions of Section 164(2)(a) and (b) of the
Companies Act, 2013.

Familiarization Programmes

The policy and details of the Familiarisation Programmes held
for Independent Directors of your Company are available on the
website of your Company athttps://www.nandandenim.com/
admin/pdf/396707Fami[iarization 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 and Key Managerial Personnel
are provided in the Corporate Governance Report forming part
of this Annual Report. Nomination and Remuneration Policy is
available on Company's Website athttps://www.nandandenim.
com/admin/pdf/442356Nomination-Remuneration-Policy.pdf.

Annual Performance Evaluation

In accordance with the requirements of the Act and SEBI Listing
Regulations, guidance notes issued by SEBI and based on
the criteria prescribed by the Nomination and Remuneration

Committee the annual performance evaluation was conducted
for all Board Members as well as the working of the Board and
its Committees through structured questionnaires, designed
with qualitative parameters and feedback based on ratings.

In a separate meeting of Independent Directors held on
February 12, 2026, performance of Non-Independent

Directors, the Board as a whole and Chairperson of your
Company was evaluated, considering the views of Executive
Directors and Non-Executive Directors, while the performance
evaluation of the Independent Directors was carried out by
the entire Board.

The Directors expressed their overall satisfaction on the
evaluation process and that the Board, the Committees and
the Directors are functioning well.

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

Your Company values its employees and believes that the
Company's success is a result of the Team Work of all of
its employees. The Human Resource Development team
strives to create a positive work environment that influences
employees' ability, motivation and creates opportunities for
them to perform. Our safe, secure and harassment free work
environment encourages high performance work culture
with focus on employee health, safety, welfare, engagement,
development, diversity, productivity, cost and quality.
Comprehensive policies of the Company covers the entire
spectrum of the life cycle of an employee from recruitment
to retention. We are committed to hiring, nurturing and
developing exceptionally talented human resources.
Company's unique culture and robust People, Practices and
Policies, inspire and ensure that every employee aspires to
grow in the organization.

On the Industrial front, the Company continued to foster
cordial Industrial Relations with its workforce during the year.

During the FY 2025-2026, 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.

The Company has a diverse workforce of 1726 employees
as on 31 March, 2026. Going forward, the Company will

continue to focus on nurturing the right talent to achieve
the business goal.

BOARD MEETINGS

During the year, Four (04) Board Meetings were convened
and held on May 23, 2025, August 06, 2025, November 13,
2025 and February 12, 2026. The intervening gap between
two consecutive meetings was not more than one hundred
and twenty days. Detailed information on the meetings of the
Board is included in the Corporate Governance Report which
forms part of the Annual Report.

Committees of the Board

In compliance with the requirement of applicable laws and as
part of best governance practices, the Company has following
Committees of the Board as on 31^st March, 2026:

a) Audit Committee

b) Stakeholders Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details with respect to the aforesaid Committees forms
part of the Corporate Governance Report.

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)

At Nandan Denim Limited, Environment, Health and Safety
(EHS) is not merely a commitment—it is an integral part of
the way we conduct our business. We prioritize absolute
operational safety, strict regulatory compliance, and
environmental sustainability.

The Company is committed to providing a safe, healthy, and
secure working environment for all employees and workers.
Our commitment is reflected through a robust Environment,
Health and Safety (EHS) Management System, which provides
a structured framework for identifying, assessing, and
managing environmental impacts and occupational health

and safety risks, while continuously identifying opportunities
for improvement.

We also remain focused on environmental stewardship
by continuously improving our processes and adopting
resource-efficient technologies that help reduce our carbon
footprint and conserve natural resources and transitioning
to more renewable energy sources via wind mill and rooftop
solar installations to reduce Scope 1 and Scope 2 emissions.

Water conservation remains one of our key sustainability
priorities. Recognizing our responsibility towards the
environment, we operate an Effluent Treatment Plant (ETP)
and Reverse Osmosis (RO) Plant to facilitate the reuse and
recycling of water. Wastewater generated at our facilities is
responsibly treated through our Sewage Treatment Plant (STP),
with the treated water being reused for gardening purposes.
The remaining treated effluent, after meeting prescribed
environmental standards, is discharged to the Common
Effluent Treatment Plant (CETP) or Narol Textiles Infrastructure
& Enviro Management (NTIEM).

As part of our waste management initiatives, we recycle denim
waste to minimize material wastage. We are also establishing
a garneting facility to convert post-consumer garments into
recycled fibres, which will subsequently be utilized in denim
manufacturing, thereby supporting a circular economy. In
addition, the Company has commissioned a Caustic Recovery
Plant (CRP) to recover and reuse caustic soda, reducing both
waste generation and resource consumption. We continue
to strengthen our waste management practices by regularly
reviewing and improving our manufacturing processes to
minimize waste generation and enhance resource efficiency.

The Company's Health and Safety measures

• The industry has taken adequate measures for the health
and safety of the workers. Various personal protective
equipment as per the requirements are provided
to the workers.

• Workers receive training and wear personal protective
equipment (PPE) for safety.

• Work environment is considered non-hazardous; PPE
use is closely monitored.

• Nearby, healthcare facility available for routine checkups
and emergencies.

• Fire hazards from fuel storage and short electrical circuits
are acknowledged.

• Adequate fire extinguishers are placed around the plant
premises for safety.

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
athttps://www.nandandenim.com/admin/pdf/66066Code
of Conduct for Prevention of Insider Trading.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 athttps://www.
nandandenim.com/admin/pdf/186772Code-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, 2026, the applicable Accounting
Standards 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, 2026 and of the Profit and Loss of the
Company for the financial year ended March 31, 2026;

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.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of the Loans, Guarantees, Investments and Securities
covered under Section 186 of the Act for the financial year
2025-26 under review are given in the notes to the financial
statements forming part of this Annual Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI Listing Regulations,
Report on Corporate Governance along with the certificate
from a Practicing Company Secretary certifying compliance
with conditions of Corporate Governance is annexed
to this Report.

AUDITORS

Statutory Auditor and Auditors' Report

M/s. Nahta Jain and Associates, Chartered Accountants
(FRN: 106801W) were appointed as Statutory Auditors of
the Company in the 30^th Annual General Meeting held on
September 06, 2024 for a term of five consecutive years and
they hold the office till the conclusion of 35^th Annual General
Meeting 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 2025-26 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.

Cost Auditor

In terms of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014 as amended from time
to time, the Company is required to maintain cost records
and accordingly, such accounts are being prepared and
records have been maintained. M/s. A.G. Tulsian & Co., Cost
Accountants, Ahmedabad [Firm Registration No. 100629]
carried out the Cost Audit for the financial year 2025-26 as
the Cost Auditors of your Company.

Further, as per Section 148 read with Companies (Audit and
Auditors) Rules, 2014, the Board, based on the recommendation
of the Audit Committee, have reappointed of M/s. A.G. Tulsian
& Co., Cost Accountants, Ahmedabad [Firm Registration No.
100629] as the Cost Auditors of the Company for the financial
year 2026-27 and the Company has received consent for
their re-appointment as the Cost Auditors of your Company
to that effect.

The remuneration payable to the Cost Auditors is required to
be ratified by the Members of the Company. Accordingly, a
resolution seeking Members' ratification for the remuneration
payable to the Cost Auditors forms part of the Notice
convening the ensuing 32^nd AGM.

Internal auditor

As per Section 138(1) read with Companies (Accounts) Rules,
2014, the Board, based on the recommendation of the

Audit Committee have re-appointed M/s. Talati & Talati LLP,
Chartered Accountants, Ahmedabad as the Internal Auditor
of the Company for the financial year 2026-27 and your
Company has also received consent for their re-appointment
as the Internal Auditors of the Company to that effect.

Reporting of Frauds

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

Secretarial Auditor

Pursuant to amended Regulation 24A of SEBI Listing
Regulations, the Board at their meeting held on 06^th
August, 2025 appointed M/s. J.D. Khatnani & Associates,
Company Secretaries in Practice, (Firm Registration Number:
S2018GJ620700), as the Secretarial Auditors of your Company
for a period of five consecutive financial years from 2025-26
to 2029-30 and the same was approved by the Members
of your Company at the 31^st AGM of the Company held on
September 17, 2025. The Secretarial Auditors have confirmed
that they are not disqualified from continuing as a Secretarial
Auditors and are eligible to hold office as Secretarial Auditors
of your Company. The Secretarial Audit Report for financial
year 2025-26 is annexed to this report as Annexure-D.

Explanation to the observations of Secretarial Audit
Report:

The Secretarial Auditor has observed and reported the
non-compliance of Regulation 17(1A) of the SEBI (LODR)
Regulations, 2015 by the Company during the FY 2025-26 in
their Secretarial Audit Report.

Explanation/ Management response

There is no substantive non-compliance under Regulation
17(1A) as the Company have submitted corrigendum outcome
of Board Meeting dated 06.08.2025 in pdf and XBRL (clarified
in remarks column of XBRL) submission dated 06.08.2025
in respect of appointment of Mr. Ambalal C. Patel and his
appointment is effective from the approval of Shareholders in
31^st Annual General Meeting.

Further, the effective date of appointment of Mr. Ambalal C.
Patel is the date of approval by the Shareholders, i.e. September
17, 2025, as mentioned in the 31^st Notice of AGM and approved
by Shareholders by passing Special Resolution, Form DIR-12
and Integrated Governance Report for the quarter ended
September 2025.

The issue pertains only to an inadvertent error in the
submission of the relevant compliance document, and not to
any actual violation of the said regulation.

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.

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 O F CO NTRACTS O R ARRANGEMENTS
WITH RELATED PARTIES

AH Related Party Transactions are placed before the Audit
Committee for approval. Prior omnibus approval of the Audit
Committee was obtained for the transactions which are of a
foreseen and repetitive nature. The statement of transactions
entered into pursuant to the omnibus approval so granted
is placed before the Audit Committee for approval on a
quarterly basis. AH transactions with related parties entered
into during the year under review were at arm's length basis
and in the ordinary course of business and in accordance with
the provisions of the Act and the rules made thereunder, the
SEBI Listing Regulations and the Company's Policy on Related
Party Transactions.

In terms of requirements of SEBI Listing Regulations, only
Independent Directors who are members of the Audit
Committee has approved the Related Party Transactions. The
members of the Audit Committee abstained from discussing
and voting in the transaction(s) in which they were interested.

The updated policy on Related Party Transactions as approved
by the Board is uploaded on the Company's website
and available athttps://www.nandandenim.com/admin/
pdf/675651Related Party Transaction Policy.pdf.

During the year, your Company has not entered into any
transactions with related parties which could be considered
material in terms of Section 188 of the Act. Accordingly, the
disclosure of related party transactions as required under
Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Disclosures on related party transactions as per Indian
Accounting Standards on 'Related Party Disclosures' are set
out in Notes to the financial statements, which is forming part
of this Annual Report. Pursuant to the provisions of Regulation
23 of the SEBI Listing Regulations, your Company has filed half
yearly reports to the stock exchanges, for the disclosure of
related party transactions.

In accordance with the applicable SEBI Listing Regulations,
the Company has required to obtain prior approval of the
Members for all material transactions/proposed transactions
entered into or to be entered. For the financial year 2026-27,
the Company shall seek and obtain Members' approval for all
material transactions, as required under the Regulations.

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.

During the F.Y. 2025-26, 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.

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 by the Company are as follows:

INTERNAL FINANCIAL CONTROLS

The Company believes in a strong internal control framework,
which is necessary for business efficiency, management
effectiveness and safeguarding assets. The Company has
a well-defined internal control system in place, which
is designed to provide reasonable assurance related to
operation and financial control. The Management of the
Company is responsible for ensuring that Internal Financial

Control has been laid down in the Company and that controls
are adequate and operating efficiently. Internal Audit of the
Company's operations are carried out by the Internal Auditors
and periodically covers different areas of business. The audit
scope, methodology to be used, reporting framework are
defined well in advance, subject to consideration of the Audit
Committee of the Company. The Internal Auditors evaluates
the efficacy and adequacy of internal control system, its
compliance with operating systems and policies of the
company and accounting procedures at all the locations of
the Company. Based on the report of the Internal Auditors,
process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are placed before
the Audit Committee of the Company. The Internal Audit also
continuously evaluates the various processes being followed
by the Company and suggests value addition, to strengthen
such processes and make them more effective.

RISK MANAGEMENT

Risk Management is an integral part of our strategy for
stakeholders' value enhancement and is embedded in
governance and decision-making process across the
Organisation. The Company has in place the Risk Management
Policy to ensure effective responses to strategic, operational,
financial and compliance risks faced by the Organisation. As
per Risk Management Policy all the risks are discussed in detail
with the concerned functional heads to identify, evaluate,
mitigate, monitor and minimize the identifiable business risk
in the Organization. The Risk Management Committee meets
periodically to identify new business risk, assess and deliberate
on the key risks and adequacy of mitigation plan. Inputs from
risk assessment are also embedded into annual internal
audit programme. Key risks and mitigation measures are
summarised in Management Discussion and Analysis section
of the Annual Report.

INSURANCE

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

The Company has Directors' and Officers' Liability Policy to
provide coverage against the liabilities arising on them.

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 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 2025-26 in Form
MGT-7 pursuant to the provisions of the Act and Rules made
thereunder, is available on the Company's Website athttps://
nandandenim.com/annual-report.

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, 2026. None
of the deposits earlier accepted by the Company remained
outstanding, unpaid or unclaimed as on March 31, 2026.

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://www.nandandenim.com/admin/pdf/358578Whistle-
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.

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 appreciate the hard work, dedication, and
commitment of all the employees of the Company. The
Directors extend their sincere gratitude to the shareholders,
government and regulatory authorities, banks, rating agencies,
stock exchanges, depositories, auditors, customers, vendors,
business partners, communities in the neighbourhood of
the Company's operations and other stakeholders for their
continuous support and the confidence they have placed
in the Company.

For and on behalf of the Board of Directors

Jyotiprasad Chiripal Shaktidan Gadhavi

Managing Director Whole Time Director

(DIN: 00155695) (DIN: 09004587)