Nakoda Group of Industries Ltd Directors Report

To,

The Members,

Nakoda Group of Industries Limited,

Nagpur

Your Directors are pleased to present the 13th Annual Report on the business and operations of the Company and the financial results for the year ended 31 st March, 2026.

1- FINANCIAL PERFORMANCE OF THE COMPANY:

(Amount in Lakhs)

Particulars	31.03.2026 In Rs.	31.03.2025 In Rs
Income from Operations	4345.60	4625.24
Other Income	0.38	1.38
Total Revenue	4345.98	4626.62
Total Expenditure	4133.86	5112.86
Financial Costs	133.67	170.01
Depreciation	131.67	117.86
Profit Before Tax	212.12	(486.24)
Tax	61.71	(122.19)
Profit After Tax (Net Tax)	150.41	(364.06)

During the financial year 2025-26, the Company recorded total revenue of Rs. 43.46 Crores, as against Rs. 46.27 Crores in the previous financial year. The Company reported a Profit Before Tax of Rs. 2.12 Crores and a Profit After Tax of Rs. 1.50 Crores during the year, as compared to a Loss Before Tax of Rs. 4.86 Crores and a Loss After Tax of Rs. 3.64 Crores in the previous financial year.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Subsequent to the financial year ended 31st March, 2026, the Company proposed the issue of up to 87,00,000 Convertible Warrants at an issue price of Rs. 28/- per Warrant, aggregating to Rs. 24.36 Crores, on a preferential basis. The said issue was approved by the Members of the Company at the ExtraOrdinary General Meeting held on 13th May, 2026. Subsequently, the Company allotted the said Convertible Warrants in tranches in July 2026, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Regulations.

3. CHANGE IN NATURE OF BUSINESS:

There has been no major change in the business of the company during the financial year ended 31st March, 2026.

4. DIVIDEND:

The Board of Directors has not approved any dividend for the period ended 31 st March, 2026.

5. RESERVES AND SURPLUS:

Please refer note no 15 of financial statement for amount transferred to the Balance sheet under the head of Reserves and Surplus in F.Y. 2025- 26.

6. MEETINGS:

(i) BOARD MEETINGS:-

During the year, 06 Board Meetings were held the details are as mentioned below:

Sr. No. Date of Meeting	Total No of Directors as on Meeting	Attendance
1 28.05.2025	6	6
2 07.08.2025	6	6
3 01.10.2025	6	6
4 14.11.2025	6	6
5 09.02.2026	6	6
6 23.03.2026	6	6

COMMITTEE MEETINGS:

? AUDIT COMMITTEE MEETINGS

During the year, 04 Audit Committee Meetings were held the details are given as under:

Sr. No. Date of Meeting	Total No of Directors as on Meeting	Attendance
1 28.05.2025	3	3
2 07.08.2025	3	3
3 14.11.2025	3	3
4 09.02.2026	3	3

? NOMINATION & REMUNERATION COMMITTEE MEETINGS

During the year, 03 Nomination & Remuneration Committee Meetings were held the details are given as under:

Sr. No. Date of Meeting	Total No of Directors as on	Attendance
1 28.05.2025	3	3
2 07.08.2025	3	3
3 01.10.2025	3	3

? STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

During the year, 02 Stakeholders Relationship Committee Meetings were held the details are given as under:

Sr. No. Date of Meeting	Total No of Directors as on Meeting	Attendance
1 29.07.2025	3	3
2 07.08.2025	3	3

? RIGHT ISSUE COMMITTEE MEETINGS

Sr. No. Date of Meeting	Total No of Directors as on Meeting	Attendance
1 19.04.2025	3	3
2 25.04.2025	3	3
3 23.06.2025	3	3

7. COMPOSITION OF COMMITTEES:

During the year, your directors have constituted following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level committees have been elaborated below:

A. AUDIT COMMITTEE

BRIEF DESCRIPTION AND TERMS OF REFERENCE

The role and terms of reference of the Audit Committee have been updated to be in line with Section 177 of the Companies Act, 2013 besides other terms as may be referred by the Board of Directors. The said Committee reviews reports of the Statutory Auditors and Internal Auditors periodically to discuss their findings and suggestions, internal control system, scope of audit, observations of the auditors and other related matters and reviews major Accounting policies followed by the Company.

COMPOSITION AND MEETING:

Composition of Audit Committee as on 31 st March, 2026:

Name of Directors	Status	Nature of Directorship	Number of Meetings held during the Financial Year 2025-26
			Held	Attended
Mr. Hemraj Dekate	Chairman	Independent Director	4	4
Mr. Sandeep Jain	Member	Independent Director	4	4
Mr. Kapil Agrawal	Member	Independent Director	4	4

B. NOMINATION AND REMUNERATION COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to the Managing Director/Whole Time Directors; sitting fee payable to the Non-Executive Directors; remuneration policy covering policies on remuneration payable to the senior Executives.

COMPOSITION:

Name of Directors	Status	Nature of Directorship	Number of Meetings held during the Financial Year 2025-26
			Held	Attended
Mr. Hemraj Dekate	Chairman	Independent Director	3	3
Mr. Sandeep Jain	Member	Independent Director	3	3
Mr. Kapil Agrawal	Member	Independent Director	3	3

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are given below:-

Criteria and Qualification for Nomination & Appointment

The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.

• A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position.

• The Company shall not appoint or continue the employment of any person as Whole time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Policy on Remuneration

The Companys Remuneration policy considers human resources as its invaluable assets. The Remuneration policy for all the employees are designed in a way to attract talented executives and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organization. The Remuneration of Directors should be in accordance with the provisions of the Companies Act, 2013 read with Schedule-V of the companies Act, 2013 as amended from time to time.

• To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and other employees of the quality required to run the Company successfully.

• No director/KMP/other employee are involved in deciding his or her own remuneration.

• The trend prevalent in the similar industry, nature and size of business are kept in view and given due weight age to arrive at a competitive quantum of remuneration.

• It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance bench marks which are unambiguously laid down and communicated.

• Improved performance should be rewarded by increase in remuneration and suitable authority for value addition in future.

• Provisions of all applicable laws with regard to making payment of remuneration to the Board of Directors, KMP and Senior Management, as maybe applicable from time to time, shall be complied.

• Whenever, there is any deviation from the Policy, the justification/reasons should also be indicated/ disclosed adequately.

Managing Director and Executive Directors

The Company remunerates its Managing Director and Executive Directors by way of salary, perquisites and allowances, Performance Bonus etc. Remuneration is paid within the limits recommended by the Nomination & Remuneration Committee and the Board and as approved by the shareholders within the stipulated limits of the Companies Act, 2013 and the Rules made there under. The remuneration paid to the Managing Director and the Executive Directors is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance.

Non-executive Directors

Your Company has paid sitting fees to them for attending the meeting of the Board as per the provisions of the Companies Act, 2013 and the rules made there under, The Company, however, reimburses the expenses incurred by the Non -Executive Directors to attend the meetings,

Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basic salary, perquisites, and allowances.

Perquisites and retirement benefits are paid according to the Company policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry and its peer group.

C. STAKEHOLDER S RELATIONSHIP COMMITTEE BRIEF DESCRIPTION AND TERMS OF REFERENCE

The Board has delegated the powers to a committee to approve transfer/transmission of shares, considering and resolving the grievances, to oversee the performance of the Registrar & Share Transfer Agent, Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading and to attend all other matters related thereto:

COMPOSITION:

Composition of Stakeholders Relationship Committee as on 31st March, 2026:

Name of Directors	Status	Nature of Directorship	Number of Meetings held during the Financial Year 2025-26
			Held	Attended
Mr, Hem raj Dekate	Chairman	Independent Director	2	2
Mr. Sandeep jain	Member	Independent Director	2	2
Mr. Kapil Kishanlal Agrawal	Member	Independent Director	2	2
Mr. Jayesh Choudhary	Member	Executive Director	2	2

8. DIRECTORS AND KEY MANAGERIAL PERSONS: A. COMPOSITION OF THE BOARD:

Sr. Name of Director No.	Designation	Date of Appointment	Date of Resignation
1 Mr. Pravin N. Choudhary	Managing Director	10.02.2017	NA
2 Mrs. Kokila A. Jha	Women Director	02.02.2022	NA
3 Mr. Jayesh P. Choudhary	Whole Time Director	06.06.2017	N.A.
4 Mr. Sandeep Jain	Independent Director	06.01.2020	N.A.
5 Mr. Hemraj Dekate	Independent Director	29.07.2023	N.A.
6 Mr. Kapil Agrawal	Independent Director	14.08.2024	N.A.

A. COMPOSITION OF KEY MANAGERIAL PERSONNEL:

The details of the Key Managerial personnel of the Company are as tabled below:

Sr. Name of Director No.	Designation	Date of Appointment	Date of Resignation
1. Ms. Sakshi Tiwari	Chief Financial Officer	10.02.2017	N.A.
2. Mr. Rishi Upadhaya	Company Secretary & Compliance Officer	14.08.2024	19.09.2025
3. Mr. Aditya Vinod Kokil	Company Secretary & Compliance Officer	01.10.2025	01.04.2026

Subsequent to the close of the financial year, Mr. Apurv Avinash Hirde (Membership No. A60955) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 16th April, 2026.

9. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from all the Independent Directors of the Company as per the provisions of Section 149 subsection (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed both under Section 149 sub-section (6) of the Companies Act, 2013 read with the Rule 4 of Companies (Appointment and Qualification of Directors) Rule, 2014 and the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE & REMUNERATION:

Ratio of the Remuneration of each Director to the Median Employees Remuneration for the Financial Year ended on 31st March, 2026 is enclosed to this report and marked as Annexure 1.

10. RELATED PARTY TRANSACTIONS:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year 2025-26 are placed before the Audit Committee for the review and approval. Prior omnibus approval is obtained for related party transactions which are repetitive in nature. All the related party transactions entered into by the company with related parties during the financial year 2025-26 under review were in the ordinary course of business and on an arms length pricing basis and the same are disclosed in financial statements and the same were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made there under and the Listing regulations. Appropriate approvals have been taken for related party transactions from the Board and Audit Committee. Members may check all the related party transactions done during the financial year 2025-26, which mentioned in the audit report and the same are placed before the members for their confirmation. Form AOC-2 is also attached below. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.