NDA Securities Ltd Directors Report

Dear Shareholders,

Your Board of Directors has immense pleasure in presenting the 32^nd Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2024. Further, in compliance with the Companies Act, 2013 the Company has made all requisite disclosures in this Board Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

INFORMATION ON STATE OF THE COMPANYS AFFAIRS

In the year 1994, the Company came out with a public issue, which was a success. The Company is among the first broking houses of Northern India to go public. Our share is presently listed at Bombay Stock Exchange.

The Company had started its journey by acquiring the membership in National Stock Exchange as soon as it came into existence in the year 1994, and held Category-1 Merchant Banking license till 1998.

1. FINANCIAL STATEMENT

Particulars	Amount (in Lakhs)
	31.03.2024	31.03.2023
Revenue from Operations	572.83	510.48
Other Income	82.38	62.74
Total Income	655.21	573.23
Total Expenditure (inclusive of interest & Depreciation)	561.00	547.89
Profit (loss) before Tax	94.21	25.34
Current Tax	(27.75)	(11.46)
Earlier Year Tax	0.48	-
Deferred Tax (Asset)	0.14	68.14
Net Profit (loss)	65.84	82.02
Other Comprehensive Income	4.33	(9.58)
Net Profit (loss) after Comprehensive Income	70.17	72.44
Paid up Equity Capital	594.84	509.22
Reserves	526.31	391.76

2. DIVIDEND

The Directors do not recommend any dividend for the year.

3. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2024, the Company has only one Subsidiary Company i.e. M/s NDA Commodity Brokers Private Limited.

Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, our Company has prepared Consolidated Financial Statements of the Company which forms part of 32^nd Annual Report. Further, a statement containing salient features of Financial Statements of the Subsidiary in the prescribed format AOC-1, pursuant to Section 129 (3) of the Companies Act, 2013, is annexed as "Annexure-1" to this Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiary are available on our website i.e. www.ndaindia.com.

4. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred any amount to reserves.

5. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) They had 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 ended 31^st March, 2024 and of the profit of the company for the same period;

c) They had taken proper and sufficient care 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) They had prepared the annual accounts on a going concern basis;

e) They had laid down internal financial controls in the company that are adequate and were operating effectively.

f) They had devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

6. AUDIT OBSERVATIONS

Auditors observations are suitably explained in notes to the Accounts and are selfexplanatory.

7. AUDITORS OF THE COMPANY

i) Statutory Auditors:

The Members of the company had at their 30^th Annual General Meeting held on 29^th September, 2022, approved the appointment of M/s. J M and Associates (Firm Registration

No.: 017544N) as the Statutory Auditor of the Company to hold office for a term of five years commencing from the conclusion of 30^th Annual General Meeting till the conclusion of 35 ^th Annual General Meeting.

M/s. J M and Associates (FRN.: 011270N), have provided their consent and confirmed that they meet the eligibility criteria prescribed under section 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and they are not disqualified to act as Statutory Auditors of the Company.

ii) Secretarial Audit :

Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board of Directors had appointed Mona Bansal& Associates (Membership No. 44163 & COP No.- 17676), as Secretarial Auditor of the Company for the FY 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is given in this Report as Annexure- A.

iii) Internal Auditor:

M/s Ashutosh Gupta & Co., Chartered Accountants, is the Internal Auditor of the Company.

8. WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of section 92(3) and section 134(3)(a) of the Companies Act, 2013, the annual return as on 31st March, 2024 in the prescribed format is available at companys website at (www.ndaindia.com)

9. NUMBER OF BOARD MEETINGS

There were Ten (10) meetings of the Board of Directors held during the financial year 202324 are as follows:

S.No. Date of Meeting	Name of Directors who attended the meeting
1. 29.05.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
2. 13.07.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
3. 29.07.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
4. 14.08.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
5. 24.08.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma, Shanker Gupta and Mr. Ram Kishan Sanghi, Ms. Pooja Agarwal
6. 06.09.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
7. 01.11.2023	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
8. 14.02.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
9. 21.03.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi
10. 29.03.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi

10. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013

Presently Company has two Independent Directors namely Mr. Akshay Saxena and Ms. Naina Singh, appointed w.e.f. 01.04.2024 and have given their declarations that they meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Whereas, Mr. Uma Shanker Gupta and Mr. Ram Kishan Sanghi, have completed Two consecutive terms of their tenure as Independent Directors served the company till 31.03.2024, and they also provided their declarations to meet the eligibility criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

11. BOARD EVALUATION

In line with the requirement of Regulation 25 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the

Company was held on 14^th November, 2023, wherein the performance of the nonindependent directors was evaluated.

The Board, based on the recommendation of the Nomination and Remuneration Committee evaluated the effectiveness of its functioning and that of the Committees.

The aspects covered in the evaluation included the contribution to and monitoring of Corporate Governance practices, participation in the long- term strategic planning and fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee meetings.

12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR

In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing Regulations, the Company familiarizes its independent directors at regular intervals, with their roles and responsibilities and the business strategies of the Company. Apart from the aforementioned, the Company also updates the independent directors periodically with the recent changes in statutory provisions applicable on the Company and/or any change /addition in the business operations of the Company.

The details of training and familiarization program conducted during the year are provided on the website of the Company at www.ndaindia.com.

13. DEPOSITS

During the FY 2023-24, the Company did not accept any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

Following officials are the Key Managerial Personnel (KMP) of the Company:-

• Mr. Sanjay Agarwal- Managing Director

• Mrs. Deepti Agarwal- Director (upto 31st April, 2023)

• Mr. Arun Kumar Mistry- Chief Financial Officer

• Ms. Shalini Chauhan- Company Secretary.

CHANGE IN THE DIRECTORS DURING THE FY 2023-24

Change in Designation of Director from Executive to Non- Executive Director

Mrs. Deepti Agarwal, (DIN: 00049250) was appointed as Whole Time Director of the company. Her tenure as the Whole Time Director of the company has expired w.e.f. 30.04.2023, but she continue to remain the Director of the company.

Therefore, the designation of Mrs. Deepti Agarwal (DIN: 00049250) has been changed to the Non- Executive Director of the Company w.e.f. 01.05.2023.

Appointment and Resignation of Independent Directors

• Ms. Pooja Agarwal (DIN: 03111152) and Mr. Varun Deep Agarwal (DIN: 07355393 ) were proposed to be appointed as the Non- Executive, Independent Directors of the Company in its board meeting held on 13.07.2023 and resolutions for the appointment were placed in the 31^st Annual General Meeting of the Company held on 10.08.2023.

Where the appointment of Ms. Pooja Agarwal was passed with the requisite majority and the resolution for the appointment of Mr. Varundeep Gupta was failed to get the approval of the members in their Meeting.

• Ms. Pooja Agarwal tenured her resignation dated 1^st November, 2023 from her position and the same was effective from the date 10^th November, 2023 after obtaining the requisite approvals from Exchanges as a trading member of BSE and NSE.

• Completion of Tenure of Independent Directors:

Mr. Uma Shanker Gupta (DIN: 00008823) and Mr. Ram Kishan Sanghi (DIN: 00350516) has completed on 31.03.2024, their two terms of tenure as independent directors of the company and relived from their position from 01.04.2024.

• Mr. Akshay Saxena (DIN: 10558168) and Ms. Naina Singh (DIN: 10558307) has been appointed in place of the retiring independent directors of the company w.e.f. 01.04.2024, approval from the members has been received by conducting the postal ballot through electronic means on 29th June, 2024.

Retirement by Rotation

Mrs. Deepti Agrwal (DIN:00049250), will retire from the office by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re- appointment.

Change of Company Secretary and Compliance Officer

Ms. Isha Malik has tendered her resignation dated 14.08.2023 and has been released from the post of Company Secretary and Compliance Officer from the Company w.e.f 14.08.2023.

Ms. Shalini Chauhan, appointed in the place of Ms. Isha Malik w.e.f 16.08.2023 as the Company Secretary and Compliance Officer of the Company.

15. CHANGE IN SHARE CAPITAL PREFERENTIAL ALLOTMENT

The board of directors in their meeting held on August 24, 2023 has approved the allotment of 8,56,164 (Eight Lakh Fifty Six Thousand One Hundred and Sixty Four) equity shares, on preferential basis, to the persons belonging to the non-promoter category i.e. M/s. Hilum Commodities Private Limited, having face value of INR 10/- (Indian Rupees Ten Only) per equity share at an issue price of INR 17.52/- each per share aggregating to Rs. 149,99,993/- (rupees one crore forty-nine lakhs ninety nine thousand nine hundred ninety three only) approved by the members in their 31^st Annual General Meeting held on 10^th August, 2023.

Consequently, paid up share capital of the company increased from 50, 92,200 to 59, 48,364 equity shares having face value of Rs. 10 per share during the FY 2023-24.

Presently, the paid up equity share capital of the company is 59, 48,364 equity shares of face value INR 10/- each.

16. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during the financial year 2023-24.

17. MANAGEMENTS DISCUSSION AND ANALYSIS

A comprehensive Managements Discussion and Analysis Report, which is enclosed, forming a part of the Board Report.

18. CORPORATE GOVERNANCE

The Company is listed with BSE Limited (formerly Known as Bombay Stock Exchange Limited). In view of clause 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17,18,19,20,21,22,23,24,25,26,27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company under the criteria given in the said Regulation. Hence, no disclosure has been made on the items covered under Corporate Governance.

19. RELATED PARTY TRANSACTIONS

Pursuant to Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, there are no transactions which are required to be reported under Section 188 of the Act in Form AOC-2.

All related Party Transactions as required under AS-18 are reported in Notes to Accounts of the Financial Statements of the Company.

20. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

As per the requirement under the Act, the Independent Directors had a separate meeting on 01.11.2023, without the presence of non- independent directors and members of management.

21. AUDIT COMMITTEE

The Chairman informed the Board that as per the provisions of Section 177 of the Companies Act, 2013 all Public Companies satisfying the following conditions shall constitute an Audit Committee:

i) Listed Company;

ii) With a paid up capital of T en crore rupees or more;

iii) Having turnover of one hundred crore rupees or more;

iv) Having in aggregate, outstanding loans or borrowings or debentures or depositsexceeding fifty crore rupees or more.

COMPOSITION:

Minimum 3 directors with majority independent further provided that majority including its Chairperson shall be persons with ability to read and understand, the financial statement.

The Audit Committee shall consist of the following members namely:

1) U ma Shanker Gupta- Chairman (until 31.03.2024)

2) Ram Kishan Sanghi- Member (until 31.03.2024)

3) Sanjay Agarwal -Member

4) Akshay Saxena - Chairman (from 01.04.2024)

5) Naina Singh - Member (from 01.04.2024)

MEETINGS

The details regarding number of meetings held by Audit Committee during the year are asfollows:

S.No. Date of Meeting	Name of Directors who attended the meeting
1. 29.05.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
2. 13.07.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
3. 29.07.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
4. 14.08.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
5. 24.08.2023	Mr. Uma Shanker Gupta, Ms. Pooja Agarwal, Mr. Ram Kishan Sanghi and Mr.Sanjay Agarwal
6. 06.09.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
7. 01.11.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal
8. 14.02.2024	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mr. Sanjay Agarwal

ROLE

1) Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. Matters required being included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7) Review and monitor the auditors independence and performance, and effectiveness of audit process;

8) Approval or any subsequent modification of transactions of the company with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14) Discussion with internal auditors of any significant findings and follow up there on;

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) To review the functioning of the Whistle Blower mechanism;

19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

21) Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

22) Review and monitor the auditors independence and performance and effectiveness of audit process;

23) Examination of the financial statement and the auditors report thereon;

24) Approval or any subsequent modification of transactions of the company with related parties;

25) Scrutiny of inter-corporate loans and investments;

26) Valuation of undertakings or assets of the company, wherever it is necessary;

27) Evaluation of internal financial controls and risk management systems;

28) Monitoring the end use of funds raised through public offers and related matters;

29) The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;

30) The Audit Committee shall have authority to investigate into any matter in relation to the items specified (as mentioned at S.No. 21 to 28 above) or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

31) The auditors of a company and the key managerial personnel shall have a right to be heard in the meetings of the Audit Committee when it considers the auditors report but shall not have the right to vote;

32) The Audit Committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the company. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee; and

33) Resolve any disagreements between management and the auditor regarding financial reporting.

REVIEW

The Audit Committee shall review the following information:

1) Management discussion and analysis of financial condition and results of operations;

2) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3) Management letters / letters of internal control weaknesses issued by the statutory auditors;

4) Internal audit reports relating to internal control weaknesses; and

5) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

POWERS

1) To investigate any activity within its terms of reference.

2) To seek information from any employee.

3) To obtain outside legal or other professional advice.

4) To secure attendance of outsiders with relevant expertise, if it considers necessary.

22. NOMINATION AND REMUNERATION COMMITTEE

The Chairman informed the Board that as per the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014, all public Companies satisfying following conditions shall constitute Nomination and Remuneration Committee:

i) Listed Company;

ii) With a paid up capital of ten crore rupees or more;

iii) Having turnover of one hundred crore rupees or more;

iv) Having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding fifty crore rupees or more.

COMPOSITION

The Nomination and Remuneration Committee shall consist of following members namely:

i) Uma Shanker Gupta- Chairman (upto 31.03.2024)

ii) Ram Kishan Sanghi -Member (upto 31.03.2024)

iii) Deepti Agarwal- Member

iv) Akshay Saxena- Chairman (From 01.04.2024)

v) Naina Singh - Member (From 01.04.2024)

MEETINGS

The Committee shall meet as and when it is thought appropriate.

The details regarding number of meeting held by Nomination and Remuneration Committee during the year are as follows:

S.No. Date of Meeting	Name of Directors who attended the meeting
1. 13.07.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mrs. Deepti Agarwal
2. 14.08.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mrs. Deepti Agarwal
3. 31.03.2024	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mrs. Deepti Agarwal

ROLE

1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2) Formulation of criteria for evaluation of Independent Directors and the Board;

3) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report.

4) The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria lay down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

5) The Nomination and Remuneration Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

6) The Nomination and Remuneration Committee shall, while formulating the policy ensures that:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals: Provided that such policy shall be disclosed in the Boards report".

23. STAKE HOLDERS RELATIONSHIP, GRIEVANCE AND SHARE TRANSFER COMMITTEE

The Chairman informed the Board that as per the provisions of Section 178 of the Companies Act, 2013, Companies which consists of more than one thousand shareholders, debenture- holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders Relationship, Grievance and Share Transfer Committee.

COMPOSITION

The Stake Holders Relationship, Grievance Committee shall consist of at least three Directors namely:

i) Uma Shanker Gupta- Chairman (upto 31.03.2024)

ii) Ram Kishan Sanghi -Member (upto 31.03.2024)

iii) Sanjay Agarwal- Member

iv) Akshay Saxena- Chairman (From 01.04.2024)

v) Naina Singh - Member (From 01.04.2024)

MEETINGS

The Committee shall meet as and when it is thought appropriate.

The details regarding number of meeting held by Stakeholders Relationship, Grievance and Share Transfer Committee during the year are as follows:

S.No. Date of Meeting	Name of Directors who attended the meeting
1. 16.06.2023	Mr. Uma Shanker Gupta, Mr. Ram Kishan Sanghi and Mrs. Deepti Agarwal

TERMS OF REFERENCE

i) The Stake Holders Relationship, Grievance and Share Transfer Committee specifically look into the redressal of grievances of shareholders, debenture holders and other security holders;

ii) The Stake Holders Relationship, Grievance and Share Transfer Committee shall consider and resolve the grievances of the security holders of the company including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends.

iii) To expedite the process of share transfers, the Board of the company shall delegate the

power of share transfer to an officer or a committee or to the registrar and share transfer agents. The delegated authority shall attend to share transfer formalities at least once in a fortnight.

iv) The Stakeholders Relationship, Grievance Committee oversees and reviews all matters connected with the securities transfers and also looks into redressing of shareholders complaints like transfer of shares, non-receipt of annual reports/dividends etc.

v) The Committee oversees the performance of the Registrar and Transfer agents and recommends measures for overall improvement in the quality of investor services".

24. PERFORMANCE EVALUATION

The performance of the Board, Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee and that of Individual Directors for the year 202324 were evaluated on the basis of criteria as approved by the Board. All directors were provided the criteria for evaluation which were duly filled in.

The performance of Independent Directors was evaluated by the Board of Directors. Each Board Member completed the evaluation and shared their views with the Chairman. Areas of improvement in the functioning of the Board and Committees were identified.

GENERAL BODY MEETINGS:

Location and time for the last three AGMs:

Year	Date	Time	Venue	Special Resolution
2020-21	29 th September, 2021	4:00 P.M.	Through Video Conferencing/ Other Audio Visual Means	Re- appointment of Mr. Sanjay Agarwal as Managing Director of the Company.
2021-22	29th September, 2022	2.00 PM	Through Video Conferencing/ Other Audio Visual Means	_
2022-23	10 th August, 2023	2.00 PM	Through Video Conferencing/ Other Audio Visual Means.	1. Re-appointment of Mr. Sanjay Agarwal (DIN: 00010639) as Managing Director of the company.
				2. Issuance of equity shares on a preferential basis to the persons belonging to the non-promoter category.
				3. Appointment of Mrs. Pooja Agarwal (DIN: 03111152) as a NonExecutive Independent Director of the Company.
				4. Appointment of Mr. Varundeep Gupta (DIN: 07355393) as a Non-Executive Independent Director of the Company.

(i) Special resolution passed last year through postal ballot and details of voting pattern

No resolution was passed through postal ballot during the year under review.

MARKET PRICE DATA (Rs.)

Month	High	Low
April, 2023	13.49	11
May, 2023	15	11.38
June, 2023	14.55	11.16
July, 2023	16	12.1
August, 2023	20.38	12.88
September, 2023	30.05	21.39
October, 2023	30.35	26.18
November, 2023	26.55	17.31
December, 2023	30.4	19.81
January, 2024	32.6	26.41
February, 2024	85.83	29
March, 2024	89.29	66

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2024

Share Holding of Nominal Value ofRs. 10	No of shareholders	% age of sharehold ers	No. of Shares held	% age of Shares held
Upto 5000	3617	93.972	460677	7.7446
5001-10000	116	3.014	95084	1.5985
10001-20000	52	1.351	77807	1.3080
20001-30000	12	0.312	28200	0.4741
30001-40000	10	0.260	36802	0.6187
40001-50000	4	0.104	19046	0.3202
50001-100000	7	0.182	52346	0.8800
100001 & above	31	0.805	5178402	87.0559
Total	3849	100.000	5948364	100.0000

DEMATERIALISATION OF SHARES

The Shares of the Company are in demat form. The Companys Shares are available for trading in the depository systems of both the National Securities Depository Limited and the

Central Depository Services (India) Limited. As on 31^st March, 2024 the statement of the shares in demat form is given below:

	No. of Shares	%
1. NSDL	40,65,698	68.350
2. CDSL	15,22,636	25.598
3. Physical	3,60,030	6.053
Total	59,48,364	100.000

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

26. PREVENTION OF INSIDER TRADING

The Board has adopted a code for the Prevention of Insider Trading in the securities of the Company. The Code inter alia requires pre- clearance from Designated Persons for dealing in the securities of the Company as per the criteria specified therein and prohibits the purchase or sale of securities of the Company by Designated Persons while in possession of Unpublished Price Sensitive Information in relation to the Company besides during theperiod when the trading window is closed.

The aforesaid Code is available at the website of the Company www.ndaindia.com.

27. VIGIL MECHANISM

The Company has devised a vigil mechanism for Directors and employees through the adoption of Whistle Blower Policy, details whereof on our website i.e. www.ndaindia.com.

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

The Company is in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees etc.) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-2024:

• No. of complaints received- NIL

• No. of complaints disposed of: NIL

29. REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Section 178 of the Companies Act, 2013 and Regulation 19(4) & Schedule II Part D (A) of SEBI (Listing Obligations and Disclosure Requirements), 2015.

30. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975.

The ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the FY-2023-24 is annexed at Annexure-B.

31. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

32. ANNUAL LISTING FEE

The Company has paid the Annual listing fees for the financial year 2023-24 to BSE LTD.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUT GO

During the period under review there was no energy conservation, technology absorption and foreign exchange earnings and outgo.

34. MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS

There have been no significant and material orders passed by Regulators or courts or tribunals impacting the going concern status and the future operations of the Company.

35. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the Risk Assessment and minimization procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Boards view there are no material risks, which may threaten the existence of the Company.

36. REPORTING OF FRAUDS

The auditors of the Company have not reported any fraud as specified under the 2^nd proviso to Section 143 (12) of the Companies Act, 2013.

37. APPRECIATION

Your Directors wish to place on records their sincere appreciation to all the Employees of the Company for their untiring efforts, efficient work management, loyal services, commitment and dedication that developed the culture of professionalism. Your Directors also thank and express gratitude to the Companys Customers, Vendors and Institutions. Your Directors also wishes to express deep sense of gratitude to the all our Bankers, Central and State Governments and their departments and to the local authorities for the continued support.

Your Directors register sincere appreciations to the Shareholders of the Company for keeping faith and confidence reposed in us.