Nagpur Power & Industries Ltd Directors Report

To the Members,

The Directors present this Annual Report of Nagpur Power and Industries Limited ("the Company" or "NPIL") along with the audited financial statements for the financial year ("FY") ended March 31, 2025. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. FINANCIAL HIGHLIGHTS

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarized below:

(INR in Thousand)

	Standalone		Consolidated
Particulars	2024-25	2023-2024	2024-25	2023-2024
Revenue from Operations and Other Income	0.00	0.00	6,21,753.68	4,66,007.58
Other Income (Net of Excise Duty)	49,363.12	35,859.18	52,042.33	38,389.08
Total Income / Revenue	49,363.12	35,859.18	6,73,796.01	5,04,396.66
Profit/ (Loss) before Interest, Depreciation & Tax	20,320.78	129.25	81,400.65	41,159.50
Less: Interest	200.36	72.26	24,219.82	18,750.51
Profit before Depreciation & Tax	20,120.41	56.99	57,180.83	22,408.99
Less: Depreciation	170.90	586.06	26,643.33	28,740.15
Profit/ (Loss) before Taxation	19,949.51	(529.07)	30,537.50	(6,331.15)
Less: Current Tax
Excess Provision for Income Tax /	2952.35		3,042.44	-
MAT Earlier Year				-
Deferred Tax	-	?	-
Profit/ (Loss) after tax for the year	16,997.16	(529.07)	27,495.06	(6,331.15)
Total other comprehensive income (net of tax)	10,575.50	11,689.35	9,316.60	8,195.37
Total comprehensive income for the year	27,572.66	11,160.27	36,811.66	1,864.22

* Figures as per Ind AS for both the years.

2. COMPANYS PERFORMANCE

On a standalone basis, For the financial year 2024-25, the Company reported a total income of INR 49,363.12 Thousand, as compared to INR 35,859.18 Thousand of previous year (202324). The Company achieved a net profit of INR 16,997.16 Thousand in FY 2024-25, as compared to a net loss of INR 529.07 Thousand of FY 2023-24. This translates to a Basic

Earnings Per Share (EPS) of INR 1.30, as against a negative EPS of INR (0.04) of the previous year.

On a consolidated level, revenue from operations stood at INR 6,21,753.68 Thousand in FY 2024-25, a significant increase from INR 4,66007.58 Thousand of FY 2023-24. The consolidated profit for the year was INR 27,495.06 Thousand as compared to a loss of INR 6331.15 Thousand in the previous financial year. Accordingly, the Basic EPS improved to INR 1.82 in FY 2024-25 from INR (0.43) of FY 2023-24.

3. DIVIDEND

In order to conserve capital for future investment plans, the Board of Directors does not recommend any dividend for the financial year 2024-25.

4. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2024-25 in the statement of profit and loss.

5. SHARE CAPITAL

During the financial year, the Company did not issue any shares with differential voting rights, grant any stock options, or allot sweat equity shares. No bonus shares were issued, and no provision was made for the purchase of the Companys own shares.

As of March 31, 2025, none of the Directors of the Company hold any instruments convertible into equity shares.

Further, there was no change in the share capital of the Company during the year. The issued, subscribed, and paid-up share capital as on March 31, 2025, stood at INR 13,09,55,070/- comprising 1,30,95,507 equity shares of INR 10/- each.

6. CHANGE IN NATURE OF BUSINESS

There was no change in nature of business during the year under review.

7. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year under review and the date of this report, except as otherwise disclosed in this Boards Report, if any.

8. DEMATERIALIZATION OF SHARES

Your Companys equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, 90.91% equity shares of the Company were held in dematerialised form and balance 9.09% were

held in physical form. MUFG Intime India Pvt. Ltd. (formerly known as Link Intime India Private Limited) is the Registrar and Share Transfer Agent (RTA) of the Company.

9. ANNUAL RETURN

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, the copy of the draft Annual Return of the Company for the Financial Year ended on March 31, 2025 in Form MGT-7 is uploaded on website of the Company and can be accessed at https:/ / www.nagpurpowerind.com/investors/corporate-governance/.

10. NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet on the day of the Board meeting, or whenever the need arises for transacting business. Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company has five Directors out of which three are Independent Directors and one women Director.

During the year under review, based on the recommendations of the NRC and subject to the approval of the Members, the Board, in accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013 and applicable SEBI Listing Regulations, re-designated Mr. Ajit Kantelia (DIN: 08776129) as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 years commencing from August 14, 2024 to August 13, 2029, subject to approval of shareholders in the Annual General Meeting. At the Annual General Meeting held on September 27, 2024, the Shareholders of the Company approved the re-designation of Mr. Ajit Kantelia as an Independent Director of the Company by way of a special resolution for the above mentioned tenure.

During the year under review, Mr. Nimis Sheth (DIN 00482739) ceased to be Director of the Company w.e.f. September 14, 2024 upon completion of his 2^nd term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance provided to the Company.

Based on the recommendation of Nomination and Remuneration Committee ("NRC"), and in terms of the provisions of the Act, the Board of Directors re-appointed Mr. Shyam Kanbargi (DIN 01185605) as Independent Director of the Company for second term of five years effective from June 30, 2025, subject to approval of the Members at the ensuing Annual General Meeting ("AGM"). A resolution seeking Members approval for his re-appointment forms part of the Notice of ensuing AGM. In the opinion of the Board, Mr. Shyam Kanbargi is a person of integrity and fulfils requisite conditions as per applicable laws and is independent of the management of

the Company.

Ms. Nidhi Salampuria retires by rotation and being eligible, offers herself for reappointment as per Section 152(6) of the Act.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as directors of the Companies.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

12. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Gautam Khandelwal, Whole Time Director designated as Executive Chairman, Mr. Santosh Khandelwal, Chief Financial Officer and Mr. Praveen Bhati, Company Secretary. During the year under review, there has been no change in the Key Managerial Personnel of the Company.

13. DECLARATION INDEPENDENCE

The Independent Directors of the Company have submitted declarations under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").

In the opinion of the Board, all Independent Directors fulfill the conditions of independence as specified in the Act and SEBI LODR Regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors during the year.

The Board further affirms that the Independent Directors possess the requisite integrity, qualifications, expertise, and experience (including proficiency) necessary to effectively discharge their duties.

Pursuant to Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

14. FAMILIARIZATION PROGRAM

In accordance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a structured Familiarisation Programme for its Independent Directors.

The objective of the programme is to provide Independent Directors with insights into the Companys operations, business model, regulatory framework, and their roles, rights, and responsibilities as members of the Board and various Committees. The programme also aims to enable them to contribute effectively to the Companys strategy, risk management, and governance.

Independent Directors were also updated on any amendments in corporate and securities laws to ensure robust governance and compliance.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and applicable provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the act which included various aspects of Boards and Committees functioning, Composition of the Board and its Committees, functioning of the Individual directors, board diversity. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The evaluation of all directors, committees chairman, chairman of the board and the board as whole was conducted based on the criteria and framework and the board expressed their satisfaction with the evaluation process.

16. NOMINATION AND REMUNERATION POLICY

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes and independence of a Directors, Key Managerial Personnel and Senior Management and other matters provided under of Section 178(3) of the Companies Act, 2013 is adopted by the Board and may be accessed on Companys website at the link: https://www.nagpurpowerind.com/investors/corporate-governance/. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. Further, the Nomination and Remuneration Committee devises the policy on Board diversity to provide for having a broad experience and diversity on the Board.

17. LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the financial statements.

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

Disclosures pertaining to conservation of energy, technology absorption are not applicable to the Company during the year under Review.

The Company has not undertaken any R&D activity in the current year.

The Company has not imported any technology during the year.

There was no inflow or outflow of foreign exchange during financial year 2024-25 and 2023-24.

19. RISK MANAGEMENT

The Company is aware of the risks associated with the business. The Senior Management regularly analyses and takes corrective actions for managing / mitigating the same. In terms of the requirement of the Act, the Company has authorized Senior Management to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Companys strategic objectives. The Senior Management periodically informs the board on various issues along with its recommendations and comments for Boards review and necessary action.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the CSR norms are not applicable to the Company, the disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

21. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

On March 31, 2025, the Company has 1 material subsidiary "The Motwane Manufacturing Company Private Limited". During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiary.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

During the year no Company has become or ceased to be subsidiary or associate of the Company.

In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiary has been prepared and forms part of the Annual Report. Further, the report on the performance and financial position of subsidiary and salient features of its Financial Statements in the prescribed Form AOC-1 is annexed to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at https:/ / www.nagpurpowerind.com/investors/annual-reports/.

22. PERFORMANCE OF SUBSIDIARY

Motwane Manufacturing Company Private Limited, subsidiary of the Company, demonstrated a strong operational and financial performance during the year under review. The subsidiary generated revenue from operations of INR 6,217.54 lakhs, contributing significantly to the overall consolidated performance of the Group. The total revenue stood at INR 6,271.70 lakhs, including other income.

Importantly, the subsidiary achieved a net profit of INR 104.98 lakhs, marking a substantial turnaround from the net loss of INR 58.02 lakhs recorded in the previous financial year. This improvement was primarily driven by increased sales volumes, better cost management, and operational efficiencies across key business segments.

The Board recognizes the efforts of the management team at Motwane Manufacturing in enhancing productivity, strengthening customer relationships, and driving profitability. The performance of the subsidiary reflects positively on the Groups overall strategic direction and is expected to contribute further to future growth.

23. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

24. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Companys website https://www.nagpurpowerind.com/investors/corporate-governance/.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. All material related party transactions and their material modifications, if any, were entered into after being approved by the Companys shareholders.

There have been no materially significant related party transactions between the Company and the Directors, the management, the key managerial personnel or their relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone and consolidated financial statements forming part of this Annual Report.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by any regulators, courts, or tribunals which could impact the going concern status of the Company or its future operations.

26. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

27. INTERNAL FINANCIAL CONTROLS

The Companys internal control systems commensurate with the nature of its business and the size, and such internal financial controls with reference to the Financial Statements are adequate.

Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis forming part of this Report.

28. AUDIT COMMITTEE

The primary objective of Audit Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee presently comprises Mr. Virat Mehta (Chairman), Mr. Ajit Kantelia, Mr. Shyam Kanbargi and Mr. Gautam Khandelwal. The Committee met six times during the year under review, the details of which are given in the Corporate Governance Report.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website at https:/ / www.nagpurpowerind.com/investors/corporate-governance/.

No person is denied access to the Chairman of the Audit Committee.

During the year under review, the Company has not received any Whistle-Blower Complaints.

30. AUDITORS

At the Twenty-Sixth AGM held on September 23, 2022, the Members approved the reappointment of M/ s. Parekh Sharma and Associates, Chartered Accountants (Firm Registration No. 129301W) as Statutory Auditors of the Company for a second term of five consecutive years commencing from the conclusion of that AGM till the conclusion of the Thirty-First AGM to be held in the year 2027.

In accordance with the provisions of Section 138 of the Companies Act, 2013 and the rules made there under, the Board appointed M/ s. M. V. Ghelani & Co., Chartered Accountants (ICAI Registration No. 119077W) as the Internal Auditors of the Company for the financial year 202425 at its meeting held on May 30, 2024, and re-appointed them for the financial year 2025-26 at its meeting held on June 13, 2025.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on June 13, 2025, based on recommendation of the Audit Committee, has approved the appointment of DSM & Associates, Practising Company Secretaries, a peer reviewed firm (Firm Registration No. P2015MH038100) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the ensuing AGM.

31. AUDITORS REPORT AND SECRETARIAL AUDIT REPORT

The Statutory Auditors report and the Secretarial Auditors report do not contain any qualifications, reservations, or adverse remarks or disclaimer. Secretarial audit report of the Company and its material subsidiary is attached to this report.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of fraud committed by the officers or employees of the Company to the Audit Committee or to the Central Government under Section 143(12) of the Companies Act, 2013, that require disclosure in this Report.

33. DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Management Discussion and Analysis, the Corporate Governance Report forms part of the Boards Report.

A certificate from M/ s. DSM & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable provisions of the Companies Act, 2013 forms part of the Corporate Governance Report.

As the Company is not covered under top one thousand listed entities based on market capitalization, Business Responsibility Report is not applicable to the Company.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

34. COST RECORDS

Provisions of Maintenance of cost records as specified under Section 148(1) of the Act are not applicable to the Company.

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

NPIL maintains a zero-tolerance policy towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, as amended from time to time.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Following is a summary of Sexual Harassment Complaints received and disposed off during the year 2024-2025.

No. of Complaint received	No. of Complaints disposed off	No. of Complaints pending
:nil	NIL	NIL

36. PARTICULARS OF EMPLOYEES

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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) are annexed to this Report.

37. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, 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 loss of the Company for that year;

iii. They have taken proper and sufficient care to the best of their knowledge and ability, 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. The annual accounts have been prepared on a going concern basis;

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

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

38. INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year under review, Mr. Ajit Kantelia was re-designated as an Independent Director of the Company.

In the opinion of the Board, Mr. Ajit Kantelia is a person of integrity and possesses the necessary qualifications and experience. He meets the criteria prescribed under applicable laws and is independent of the management of the Company.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there were no instances of onetime settlement with any Bank or Financial Institution.

40. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any Shares lying in Demat Suspense Account or Unclaimed Suspense Account.

ACKNOWLEDGEMENTS

Your Board of Directors wishes to place on record their appreciation for the whole-hearted cooperation received by the Company from the Shareholders, various Government departments, Business Associates, Company/s Bankers and all the employees during the year.

Place: Mumbai Date: August 14, 2025	On Behalf of the Board of Directors For Nagpur Power And Industries Limited
Registered Office: "Nirmal", 20th Floor, Nariman Point, Mumbai 400021 CIN: L40100MH1996PLC104361 Email: npil investor@khandelwalindia.com Website: www.nagpurpowerind.com	Sd/- Gautam Khandelwal Chairman & Direcor DIN 00270717