NDA Securities Ltd Directors Report

MANAGING DIRECTORS LETTER

Mr. Gaurav Jindal

Managing Director of the NDA Securities Limited

As the new steward of NDA Securities Limited, I am committed to transforming this legacy- driven institution into a dynamic, technology-led force in the financial markets-one that is agile, ambitious, and built for sustainable growth

Dear Shareholders, Board Members, Clients, and Stakeholders,

It is with great pride and responsibility that I address you as the Managing Director of NDA SECURITIES LIMITED in presenting our Annual Report for the financial year 2024-25. The past year has been a defining period for us-one marked by resilience, strategic agility, and forward-looking progress in a rapidly evolving capital markets environment.

Despite global uncertainties and domestic market volatility, NDA SECURITIES LIMITED demonstrated strength and adaptability by not only sustaining operations but delivering consistent value. We continued to enhance our service offerings, deepen client relationships, and advance our technological edge, further solidifying our reputation as a trusted and forward-thinking stock broking institution. As we move ahead, we remain firmly committed to driving sustainable growth, embracing innovation, and creating long-term value for all our stakeholders. We sincerely thank our shareholders for their continued trust, enduring support, and confidence in our vision and leadership.

Appreciation to Our Stakeholders

Our progress is reflection of the unwavering support and dedication of all our stakeholders. I extend my heartfelt gratitude to our shareholders for their continued trust, to our clients for choosing us as their preferred financial partner, and to our employees whose relentless commitment, expertise, and passion have propelled our performance. I would also like to thank our Board of Directors for their strategic guidance and oversight throughout the year.

Our goal is to strengthen our digital platforms, enhance customer outreach, and diversify our product offerings to meet the evolving needs of retail and institutional investors across India. We are also focusing on operational excellence, compliance, and innovation to build a future-ready organization. I extend my heartfelt thanks to our clients, team members, and partners for their continued trust and support. Together, we will chart a path of inclusive progress and market leadership.

Performance Overview

During the year under review, NDA SECURITIES LIMITED reported consolidated revenue of ?625.04 lacs, reflecting a growth of 9% over the previous year. Our profit after tax stood at ?155.38 lacs, with stable profit margins underpinned by operational efficiencies and disciplined risk management. Our brokerage income, interest earnings, and ancillary service streams contributed meaningfully to overall performance. We maintained a healthy market share in the retail and institutional broking segments, driven by client-centric innovations and robust digital infrastructure. Our research division remained instrumental in delivering timely market insights, which enabled informed client decision-making and increased engagement.

Industry Landscape and Regulatory Developments

The year saw dynamic shifts in the securities market, fueled by macroeconomic headwinds, global monetary tightening, and a wave of regulatory enhancements aimed at increasing transparency and investor protection.

Key SEBI reforms, including enhanced margin requirements and streamlined KYC norms, reshaped market behavior and operational models. We have proactively aligned with these changes by investing in compliance automation, improving customer on boarding journeys, and strengthening internal risk controls. Our technology and legal teams worked closely to ensure seamless adoption of these reforms without disrupting client experience.

Strategic Vision and Future Outlook

Looking ahead, NDA SECURITIES LIMITED is committed to scaling new heights through innovation, digital acceleration, and sustainable value creation. Our strategic priorities include:

• Expanding Retail Participation: through intuitive trading platforms, and educational outreach programs.

• Enhancing Technology Infrastructure: leveraging analytics, automation, and cyber security to deliver frictionless, secure client experiences.

• Sustainability & Governance: embedding ESG principles into our operations, corporate governance, and reporting standards.

We are acutely aware of the evolving risk landscape-geopolitical tensions, interest rate fluctuations, and tech disruptions. However, we view these challenges as opportunities to adapt, innovate, and lead.

As we look ahead, I do so with unwavering optimism for the future of NDA SECURITIES LIMITED. Our journey continues to be guided by the enduring values of integrity, insight, and our people-values that have not only shaped our past but remain the cornerstone of our path forward. These principles empower us to navigate a dynamic market landscape with confidence, clarity, and conviction.

At the heart of our vision is a resolute mission: to become the leading clientcentric, technology-driven, and socially responsible stock broking firm in the country. This means not just keeping pace with change, but leading it—through deepening client relationships, embracing innovation, and conducting our business with a strong sense of purpose and responsibility toward the communities we serve. I extend my heartfelt gratitude to all our stakeholders—our shareholders, clients, employees, partners, and regulators—for your trust, encouragement, and continued belief in our journey. Your support fuels our ambition and strengthens our resolve to reach greater heights. As we move into the new financial year, I look forward to your continued partnership as we build a future that is not only prosperous but also principled. Together, let us shape a company that delivers sustainable and enduring value for all. We invite you to stay with us on this exciting journey of transformation, impact, and growth.

Thank you Warm regards,

GAURAV JINDAL

MANAGING DIRECTOR NDA SECURITIES LIMITED

#CSEnd#

#DRStart#

DIRECTORS REPORT

DIRECTORS REPORT

Dear Shareholders,

Your Board of Directors has immense pleasure in presenting the 33rd Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31st March, 2025. 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.

		(Amount in Lacs)
FINANCIAL METRIC	31.03.2025	31.03.2024
Revenue from Operations	625.04	572.83
Other Income	137.11	82.38
TOTAL INCOME	762.15	655.21
Total Expenditure (inclusive of interest & Depreciation)	592.04	561.00
Profit (loss) before Tax	170.11	94.21
Current Tax	(27.67)	(27.75)
Earlier Year Tax	-	0.48
Deferred Tax (Asset)	(17.14)	0.14
NET PROFIT (LOSS)	159.58	65.84
Other Comprehensive Income	0.13	4.33
NET PROFIT (LOSS) AFTER COMPREHENSIVE INCOME	159.70	70.17
Paid up Equity Capital	594.84	594.84
Reserves	686.01	526.31

2. DIVIDEND

The Directors do not recommend any dividend for the year.

3. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31st March, 2025, 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 33rd 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. Further, NDA Securities limited, has entered into an agreement of acquiring the shares from shareholders of NDA Research and Technologies Private Limited and to maintain the company i.e., NDA research and Technologies Pvt. Ltd. as its wholly owned subsidiary company.

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 2024-25.

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, 2025, 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 31st March, 2025 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 self- explanatory.

7. AUDITORS OF THE COMPANY

i) Statutory Auditors:

The Members of the company had at their 30th Annual General Meeting held on 29th 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 30th Annual General Meeting till the conclusion of 35th 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.

Boards Report

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 2024-25.

The Secretarial Audit Report for the Financial Year ended March 31,2025 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. NUMBER OF BOARD MEETINGS

There were Six (6) meetings of the Board of Directors held during the financial year 2024-25 are as follows:

S.NO.	DATE OF MEETING	NAME OF DIRECTORS WHO ATTENDED THE MEETING
1.	29.05.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
2.	09.08.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
3.	16.08.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
4.	09.10.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
5.	13.11.2024	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
6.	12.02.2025	Mr. Sanjay Agarwal, Mrs. Deepti Agarwal, Mr. Akshay Saxena, Ms. Naina Singh

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

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.

10. 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 26th March, 2025, wherein the performance of the non- independent 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.

11. 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.

12. DEPOSITS

During the FY 2025-26, 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.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL

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

• Mr. Gaurav Jindal - Managing Director

• Mr. Arun Kumar Mistry - Chief Financial Officer

• Ms. Shalini Chauhan - Company Secretary.

CHANGE IN DIRECTORS:

• Mr. Gaurav Jindal (DIN: 06583133) was appointed as an Additional Director, designated as the Managing Director of the Company, in the Board Meeting held on 28.05.2025, subject to the approval of the shareholders and after obtaining necessary prior approvals from NSE and BSE.

• Mr. Ram Gopal Jindal (DIN: 06583160) was appointed as an Additional Director (NonExecutive, Non-Independent) of the Company in the same Board Meeting held on 28.05.2025, subject to the approval of the shareholders and after obtaining necessary prior approvals from NSE and BSE.

• Mr. Arvind Sharma was appointed as an Additional Director (Executive, Non-Independent) of the Company with effect from 12.05.2025 pursuant to the authorization granted by the Board.

• Mr. Deepak Khurana was appointed as an Additional Director (Executive, Non Independent) of the Company with effect from

12.05.2025 pursuant to the authorization granted by the Board. He tendered his resignation dated 31.05.2025 from the post of Additional Director.

Change in Key Managerial Personnel

During the year, Mr. Gaurav Jindal was appointed as the Managing Director of the Company with effect from May 28, 2025, following the cessation of Mr. Sanjay Agarwal from the said role. Therfore Mr. Gaurav Jindal has been appointed as the KMP of the company from 28.05.2025 in place of Mr. Sanjay Agarwal.

14. CHANGE IN SHARE CAPITAL

There is no change in the paid up equity share capital during the Financial Year 2024-25. Presently, Paid up capital of the company is 59,48,364 equity shares of face value Rs.10/- each.

15. SIGNIFICANT CHANGES OCCURRED AFTER TAKEOVER OF THE COMPANY AND THE END OF THE FINANCIAL YEAR 2024-25 TILL DATE

1. Completion of the Takeover and Change in Control of Management

The takeover of NDA Securities Limited has been successfully completed in accordance with all applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. All requisite approvals were duly obtained from the Stock Exchange, Depository Participants, and Clearing Corporations to facilitate the transaction.

This milestone was achieved pursuant to the Share Purchase Agreement dated 01st February 2024, which marked the formal initiation of the takeover process. Consequent to this acquisition, there has been a change in the control of the management of the Company.

2. Reclassification of Promoters And Public Shareholders

Pursuant to the takeover and in accordance with the applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Ram Gopal Jindal (Acquirer) and Mr. Gaurav Jindal (Person Acting in Concert) have been reclassified and recognized as Promoters and members of the Promoter Group of the Company.

Simultaneously, the erstwhile promoters of the Company have been reclassified from Promoter category to Public category, upon receipt of necessary approvals and in compliance with the applicable regulatory framework.

3. Margin Trading Facility (MTF):

Under the supervision of the new management, the Company has obtained the Margin Trading Facility (MTF) license from both the NSE and BSE stock exchanges to offer MTF services.

4. SEBI Market Maker facilities:

The Company has successfully applied for approval of SEBI Market Maker facilities from the National Stock Exchange (NSE), thereby enabling it to enhance liquidity and depth in the trading of designated securities.

5. Change of Corporate Office:

The Company has shifted its Corporate Office from E-157, Second Floor, kalkaji, New Delhi-110019 to 307, 3rd Floor, D Mall, Pitampura, Netaji Subhash Place, New Delhi-110034, where it now maintains its books of accounts in compliance with applicable statutory requirements.

6. New LOGO Adoption

Adoption of a New Corporate Logo as a Result of the Recent Takeover, Reflecting the Change in Management and Brand Identity.

ONDA

WE MAKE INVESTMENT EASIER

16. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of business of the Company during the financial year 2024-25.

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, transactions which are required to be reported under Section 188 of the Act in Form AOC-2 which is enclosed, forming a part of the Board Report.

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 26th March, 2025, 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 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:

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. Sanjay Agarwal-Member* (resigned w.e.f 22.05.2025)

2. Akshay Saxena - Chairman

3. Naina Singh - Member

4. Gaurav Jindal - Member (appointed w.e.f 28.05.2025)

MEETINGS:

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

S.NO.	DATE OF MEETING	NAME OF DIRECTORS WHO ATTENDED THE MEETING
1.	29.05.2024	Mr. Sanjay Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
2.	09.08.2024	Mr. Sanjay Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
3	09.10.2024	Mr. Sanjay Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
4.	13.11.2024	Mr. Sanjay Agarwal, Mr. Akshay Saxena, Ms. Naina Singh
5.	12.02.2025	Mr. Sanjay Agarwal, Mr. Akshay Saxena, Ms. Naina Singh

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 subsection 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 wholetime 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. Deepti Agarwal- Member * (Resigned w.e.f. 22.05.2025)

ii. Akshay Saxena- Chairman

iii. Naina Singh - Member

iv. Ram Gopal Jindal- Member *( Appointed w.e.f. 28.05.2025)

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	16.08.2024	Deepti Agarwal, Akshay Saxena- Chairman and Naina Singh

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. Sanjay Agarwal- Member * (Resigned w.e.f. 22.05.2025)

ii. Akshay Saxena- Member

iii. Naina Singh - Member

iv. Arvind Sharma- Member* (Appointment w.e.f. 12.05.2025)

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	26.03.2024	Sanjay Agarwal, Akshay Saxena- Chairman and Naina Singh

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 2024-25 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
2021-22	29th September, 2022	2.00 PM	ThroughVideo Conferencing/ Other Audio Visual Means	-
2022-23	10th August, 2024	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 nonpromoter category.
				3. Appointment of Mrs. Pooja Agarwal (DIN: 03111152) as a Non-Executive Independent Director of the Company.
				4. Appointment of Mr. Varundeep Gupta (DIN: 07355393) as a Non-Executive Independent Director of the Company.
2024-25	10th September 2024	2:00 PM	ThroughVideo Conferencing/ Other Audio Visual Means	1. To consider and adopt:
				a. The Audited Standalone Financial Statement of the Company for the financial year ended 31st March, 2024 and the Directors and Auditors Reports thereon, and
				b. The Audited consolidated financial statement of the Company for the financial year ended 31st March, 2024.
				2. To appoint a director in place of Mrs. Deepti Agarwal (DIN: 00049250), who retires by rotation and being eligible, offered herself for re-appointment.

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

Resolution for the appointment of Mr. Akshay Saxena and Ms. Naina Singh passed through Postal Ballot of the company in 29th May 2025.

MARKET PRICE DATA (*)

Month	High	Low
April, 2024	64.69	46.20
May, 2024	56.06	46.68
June, 2024	58.68	42.00
July, 2024	50.15	39.45
August, 2024	43.30	33.80
September, 2024	44.29	37.50
October, 2024	51.31	38.16
November, 2024	47.50	38.20
December, 2024	48.67	30.10
January, 2025	39.50	29.25
February, 2025	34.50	28.51
March, 2025	36.00	25.70

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2025

Share Holding of Nominal Value of *10	No of shareholders	% age of shareholders	No. of Shares held	% age of Shares held
Upto 5000	3891	93.421	473925	7.9673
5001-10000	120	2.881	99059	1.6653
10001-20000	66	1.585	98273	1.6521
20001-30000	24	0.576	60270	1.0132
30001-40000	11	0.264	40566	0.6820
40001-50000	5	0.120	22798	0.3833
50001-100000	13	0.312	84484	1.4203
100001 & above	35	0.840	5068989	85.2165
Total	4165	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 31st March, 2025 the statement of the shares in demat form is given below:

S.No. Particulars	No. of Shares	%
1. NSDL	4094521	68.83
2. CDSL	1497613	25.17
3. Physical	356230	5.98
Total	5948364	100.00

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 the period 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 2024-2025:

• 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-2024-25 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 2024-25 to BSE LTD.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS 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 COURTS OR 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 2nd 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.

	By Order of the Board of Directors
	Sd/-	Sd/-
Place : New Delhi	AkshaySaxena	Ram Gopal Jindal
Date: 18 July 2025	(Director)	(Director and Chairperson)
	DIN: 10558168	DIN: 06583160