N D Metal Industries Ltd

To,

The Members,

N D METAL INDUSTRIES LIMITED MUMBAI

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2024.

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

In ‘Lakhs'

Operational Performance:

Revenue from operations of the Company is Rs. 5.86 lakhs as compared to Rs. 2.51 lakhs of the previous _Year,The revenue has increased as compared to previous year. The Profit of the Company has decreased to Rs. 12.83 lakhs as compared to Rs. 18.45 lakhs of the previous Year.

Dividend:

In view of further expansion of the business, the Board of Directors of your Company does not recommend any dividend for the year ended 31st March, 2024.

Transfer To Reserves & Surplus:

The Company has not transferred any amount to the Reserves & Surplus during the Year under Review.

SHARE CAPITAL:

The paid-up Equity Share Capital as at March 31,2023 stood at Rs. 2,48,00,000. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 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 BSE Limited and available for trading.

Change In the Nature of Business, If Any:

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

Material Changes and Commitments, If Any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No Material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

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

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

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

As on March 31, 2024 the Company has No Subsidiary and Associate Company.

No Company has become or has ceased to become a Subsidiary/Associate Company during the Year under review.

Deposits:

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

M/s. SUVARNA & KATDARE, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for re-appointment.

M/s. SUVARNA & KATDARE., Chartered Accountants, have furnished a certificate, confirming that if re- appointed, their re-appointment will be in accordance with Section 139 read with Section 141 of the Act. Pursuant to the provisions of the Act and the Rules made there under, it is proposed to appoint

M/s. SUVARNA & KATDARE., Chartered Accountants; as the statutory auditors of the Company from the conclusion of the AGM till the conclusion of the Sixth Annual General Meeting, subject to ratification at every subsequent Annual General Meeting held after this Annual General Meeting.

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

Secretarial auditors:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/S SWEETI SHAIFALI & ASSOCIATION, Practicing Company Secretary, CP No: 14955 to undertake the

Secretarial Audit of the Company for the year ended 31st March, 2024.

Auditors' Report:

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

Secretarial Audit Report:

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

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

Share Capital:

The paid up Equity Share Capital as on March 31,2024 was Rs. 24,800,000/- during the year under review. The Company has not issued any shares.

Shares with Differential Voting Rights:

The Company has not issued shares with differential voting rights during the year. Issued Employee Stock Options I ESOP:

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

Issue of Sweat Equity:

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

Listing of Company's Scrip:

Your Company was listed on the Bombay Stock Exchange.

Extract Of Annual Return:

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

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

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

Foreign Exchange Earnings and Outgo:

Corporate Governance Report:

Since the paid Up Share Capital of Your Company as on 31st March, 2024 is Rs. 24,800,000/- , and the Net worth of your Company never exceed a sum of Rs. 25 Crores or more at any time in the history of the Company therefore the quarterly report on Corporate Governance pursuant to regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 is not applicable to the Company. However the Company has been observing best governance practices and is committed to adhere to Corporate Governance Requirement on an ongoing basis.

A) Changes in Directors and Key Managerial Personnel

Appointments and changes in Designation during the Year under Review.

During the year Mr. GAURAV GARG was appointed as additional director and Mr. LALU S MANDAL was resigned from directorship of the Company

B) Appointment of Independent Directors) and re- appointment, if any

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

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

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

Audit Committee

Nomination and Remuneration Committee Number of meetings of the Board of Directors:

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

Details of establishment of vigil mechanism for directors and employees:

The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Managing

Director of the Company. Nobody has denied access to the Managing director of the Company in this regard.

Nomination and Remuneration Committee:

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

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

Internal Financial Controls:

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

Corporate Social Responsibility:

As a socially responsible Company, your Company has a strong sense of community responsibility.

The Company however, does not fall within the Criteria as laid down by the Act is not required to constitute a CSR Committee.

Policy on prevention, prohibition and redressal of sexual harassment at workplace:

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

The company has not received any complaint of sexual harassment during the financial year 2023-2024.

Disclosure:

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

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

The company has granted unsecured, interest free loan to one of its Director during the year in terms of Section 185 of the Companies Act, 2013. There is no time bound stipulation as regards the repayment of principal or interest.

Particulars of contracts or arrangements with related parties:

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

Risk Management:

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

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

Related Party Transactions:

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

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

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

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

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

Particulars of Employees:

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

Directors' Responsibility Statement:

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

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

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

Acknowledgement:

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