Nagreeka Exports Ltd Directors Report

2024-25

To the Members,

Your Directors have pleasure in presenting the 36^th Annual Report on the affairs of your Company together with the Audited Statements of Accounts for the Year ended March 31, 2025.

FINANCIAL RESULTS

	2024-2025 (Rs. In Lakhs)	2023-2024 (Rs. In Lakhs)
Revenue from Operation	52886.29	55903.11
Other Income	84.91	89.28
Total Income Profit Before Finance Costs, Depreciation And	52971.20	55992.39
Taxation	2527.06	2594.45
Finance Costs	1414.41	1319.14
Depreciation and Amortization Expenses	711.23	730.29
Profit/(Loss) Before Taxation	401.42	545.02
Tax Expenses	84.94	(55.80)
Profit/(Loss) After Taxation	316.47	600.82
Total Other Comprehensive Income	358.78	4.57
Total Comprehensive Income for the Period	675.25	605.40

DIVIDEND

Your Directors do not recommend payment of any dividend for the year ended 31^st March, 2025 with a view to improving liquidity to meet part of working capital requirement of the Company which will increase in the financial year 2025-2026.

PERFORMANCE REVIEW

Your Company has achieved revenue of Rs 52971.20 lakhs (previous year Rs. 55992.39 lakhs) with profit of Rs 316.47Jakhs (previous year profit of Rs. 600.82 Lakhs).

SHARE CAPITAL

During the year under review, there have been no changes in Share capital of the Company DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors consists of 8 members of which 4 are Independent Directors including one-woman Independent Director.

Change in designation

During the year under review, following changes took place in the Board of Directors and Key Managerial

1) Mr. Sunil Ishwarlal Patwari (DIN: 00024007), who was liable to retire by rotation was re-appointed as a Director of the Company.

2) Mr. Sushil Patwari (DIN: 00023980), who has attained the age of 70 years, continued to serve as the Executive Chairman cum Whole-time Director of the Company for the remainder of his existing term.

3) Mrs. Jyoti Sinha Banerjee resigned from the post of Company Secretary cum Compliance Officer of the Company with effect from 16/01/2025.

4) Mrs. Monika Kedia was appointed for the post of Company Secretary cum Compliance Officer of the Company with effect from 13/02/2025.

As per provisions of Section 152 of the Companies Act, 2013, Mr. Mahendra Ishwarlal Patwari (DIN: 00024002), is liable to retire by rotation and being eligible for re-appointment, he has offered himself for re- appointment in the ensuing Annual General Meeting of the Company. The Company has received declaration from him specifying his eligibility to be re-appointed as such.

The brief resume of the Directors seeking Appointment/ re-appointment in the ensuing Annual General Meeting in pursuance of relevant provisions of the Companies Act, 2013 and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been given in annexure to the Notice convening the aforesaid Annual General Meeting. Your Directors recommend the resolutions pertaining to appointment/re- appointment of aforesaid Directors for your approval.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, attributes of independence of Directors and other related matters provided under Section 178(3) of the Companies Act, 2013 are covered in Clause 1 of the Corporate Governance Report which forms part of this report. The statement required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure- D forming part of this Report

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) Notification dated October 22, 2019, regarding the requirement relating to enrollment in the Data Bank created by MCA for Independent Directors, has been received from all the Independent Directors. In the opinion of the Board, the Independent Directors of the Company are persons of integrity, expertise and experience and duly qualified to hold such positions.

MANAGEMENT DISCUSSION AND ANALYSIS

As per Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the statement on Management Discussion and Analysis is annexed hereto and marked as Annexure “B”.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance, is annexed as part of this Annual Report and

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marked as Annexure “C”. Requisite Certificate from M/s. M&A Associates a firm of Company Secretaries (Firm Registration Number: P2019WB076400) regarding compliance of Corporate Governance as stipulated under Regulation 34(3)(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the report of Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, a detailed report on Corporate Social Responsibility (CSR) is given under Corporate Governance, which forms part of this report in accordance with the provisions of Section 135 (1) of the Companies Act, 2013.

A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is also available on the Companys website at www.nagreeka.com.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held 4 (four) meetings during the year on 30/05/2024, 13/08/2024, 14/11/2024 and 13/02/2025. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBIs Listing Regulations, 2015. The details of Board Meeting held and attendance of Directors are provided in the Report on Corporate Governance forming part of this report.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various perform ance related aspects. All the results were satisfactory.

The Board of Directors has expressed its satisfaction with the evaluation process.

One separate meeting of Independent Directors was held on 13.02.2025 during the year 2024-25 which reviewed the performance of the Non - Independent Directors and the Chairman of the Board. It also reviewed the performance of the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the company management and the Board and its members that is necessary for the board to effectively and reasonably perform their duties.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act, 2013 and based on the representations received from the management, your Directors state that:

(a) In the preparation of the annual Financial Statements for the year ended March 31, 2025, the applicable accounting standards have been followed with no material departures;

(b) the Directors 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 as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in

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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 Directors have prepared the annual Financial Statements on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitment made, affecting the financial position of the Company, between

1^st April, 2024 and 29^th May, 2025 which is the date of the report except as part of long-term cost reduction plan Operations of Spinning Mills at Yavluj, was temporarily suspended from 21^st February, 2025, The agreement has been signed with the recognized union and efforts are in progress to implement the same.

There were no significant and material orders passed by any regulators or courts or tribunal impacting the going concern status and Companys operations in future.

DEPOSITS

Your Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly no amount was outstanding as on the date of Balance Sheet.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics. The details of establishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of the Company.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Internal Complaints Committee which has been set up to redress complaints regarding sexual harassment. The following is the summary of sexual harassment complaints received and disposed off during the year:

i) No. of complaints received: Nil

ii) No. of complaints disposed off: Nil

All employees (Permanent, Contractual, Temporary, Trainees) are covered under this Act.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees or Investments covered under section 186 of the Companies Act, 2013 forms part of the Notes to the Financial Statements.

STATUTORY AUDITORS AND AUDITORS REPORTS

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M/s. B. Nath & Co., (FRN 307057E), Chartered Accountants, Kolkata were appointed as Statutory Auditors of the Company for 2^nd term of 5 years at 33^rd Annual General Meeting (AGM) held on 29^th September 2022 to hold office from the conclusion of 33rd Annual General Meeting till the conclusion of 38^th Annual General Meeting to be held in the year 2027.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2025. The statements made by the Auditors in their Report are self- explanatory and do not call for any comments.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there-under, the Company has appointed M/s. M & A Associates., a firm of Company Secretaries (CP No. 17218) to undertake the Secretarial Audit of the Company. The same is attached as Annexure “F” and forms an integral part of this report.

Pursuant to amendments under SEBI Listing Regulations, 2015 and SEBI circular dated 8 February 2019, a certificate on secretarial compliance report as required under regulation 24A is being submitted to stock exchanges as obtained from him for the year 2024-25.

The said Reports does not contain any qualification, reservation or adverse remarks or disclaimer by the Secretarial Auditor.

On Board Meeting held on 29.05.2025 the Board has appointed M/s. M & A Associates (FRN No. P2019WB076400), a firm of Practicing Company Secretaries as Secretarial Auditor 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

COST AUDITORS

The Board of Directors had appointed M/s. V.J. Talati &Co., Cost Accountants (Firm Regn No. ROO213) as Cost Auditors of the Company for the financial year 2025-26. Their remuneration is subject to ratification by shareholders at the ensuing Annual General Meeting. Cost Audit Report for the financial year 2024 -25 would be filed within due date.

The Cost records as applicable to the Company are maintained in accordance with the Section 148(1) of the Act. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134 (3) (a) of the Act, an extract of Annual Return as on March 31, 2025 is also available on the Companys website at the link https://nagreeka.com/nagreeka-exports- limited- investor-relations/ The final version of the Annual Return will be uploaded on the Companys website after the conclusion of the ensuing AGM.

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

Information pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of Companies (Accounts) Rules, 2014 is annexed hereto and marked as Annexure “A” to this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the Employees of the Company in detailed is separately attached and marked as Annexure “D” to this report.

HEALTH AND SAFETY MEASURES

The Companys primary objectives are to ensure the safety and health of the companys Employees, and to protect company property. The Company strives to provide safe and healthy working environment for all Company Employees

The Company provides health and safety advisory to all workers and employees of the Company. A safe working environment is based on how well the people, in both management and on the factory floor, adhere to and communicate about safety standards.

SECRETARIAL STANDARDS

The Company has followed the applicable provisions of Secretarial Standard 1 and Secretarial Standard 2 of the Institute of Company Secretaries of India.

RISK MANAGEMENT

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

OTHER STATUTORY DISCLOSURES

• Neither any application was made, nor is any proceeding pending under the insolvency and Bankruptcy Code, 2016 against the Company.

• During FY 2024-25, there was no instance of one-time settlement with Banks or Financial institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014, reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial institutions are not reported.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company.

All Related Party Transactions entered into during the year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and thus Form AOC-2 is not applicable to the Company.

Audit Committee reviews and approves all the related party transactions and based thereon final approval of the Board is obtained.

The policy on Related Party Transactions was adopted and approved by the Board on 30^{th M a y}, 2024 and the same was available on the Companys website.

ACKNOWLEDGEMENT

Your Directors acknowledge the remarkable contribution made by the employees of the company at all leve towards its overall success. The Directors also take this opportunity to place on record their appreciation of all tl stakeholders, bankers and members for their continued support to the Company.

For and on behalf of the Board of Directors

	Sd/-
Place: Kolkata	Sushil Patwari
Date: 29/05/2025	Chairman-00023980