Neelkanth Rockminerals Ltd Directors Report

(Pursuant to the provisions of Sub Section [3] of Section 134 of the Companies Act, 2013]

To,

The Shareholders of

NEELKANTH ROCK-MINERALS LIMITED

On behalf of the Board of Directors, it is our pleasure to present the 37^th Annual Report together with the Audited Statement of Accounts of NEELKANTH ROCK-MINERALS LIMITED ("the Company”] for the Financial Year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The performance of the Company during the year has been as under:

(Amount in Lakhs]

	31.03.2025	31.03.2024
Revenue From Operations	0	0
Other Income	66.43	66.24
Total Revenue	66.43	66.24
Total Expenses	36.50	33.18
Profit/(Loss] Before Exceptional Items And Tax	29.93	33.06
Extraordinary Items	3.80	-
Tax Expenses
Current Tax	6.58	8.60
Deferred Tax	0.00	0.00
Income Tax Paid	0.00	.43
Total Tax Expense	6.58	9.03
Profit/(Loss] For The Year	19.55	24.03

PERFORMANCE AND OPERATIONS

During the year, the No Revenue from Operations of your Company, your Companys has profit of Rs. 19,55,374/- vis-a-vis Rs. 24,02,929/- in the previous year.

The closure of the Companys unit has posed a challenge for the Company. Your directors are exploring alternate avenues to make the Company operative.

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA] on February 16, 2015, notified that Indian Accounting Standards (IND AS] are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. IND AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 ("the Act"] read with Rule 7 of the Companies (Accounts] Rules, 2014. IND AS is applicable to the Company from April 1, 2017.

COMPLIANCE WITH THE ICSI SECRETARIAL STANDARD

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI] related to the Board Meetings and General Meeting have been complied with by the Company.

TRANSFER TO RESERVES

The company except its profits/losses does not propose any amount to transfer to the General Reserves.

DIVIDEND

Your Board of Directors is not recommended any dividend.

SUBSIDIARIES / ASSOCIATES

Your Company had no subsidiaries, joint Venture or Associate Company during the year under review.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The details of Loans, Guarantees, Securities and Investments made during the financial year ended 31^st March, 2025 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

CHANGES IN THE NATURE OF THE BUSINESS

There is no change in the nature of business of the Company.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SUB-SECTION (1) OF SECTION 188

The Company has not entered into any of the Contracts or arrangements with related parties as per the provisions of sub - section (1) of section 188 of the Companies Act, 2013

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website - www.neelrock.com.

SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st March, 2025 was Rs. 5,50,00,000 divided in 55,00,000 Equity Shares of Rs. 10/- each and the Paid-up Equity Share Capital of the Company as on date was Rs. 5,04,37,000 divided in 50,43,700 Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued any shares with or without differential voting rights nor granted stock options, sweat equity, or bonus shares.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-Executive Directors, including Independent Directors who are having wide and varied experience in different disciplines of corporate functioning. The Directors and Key Managerial Personnel of the Company are:

S.NO NAME OF DIRECTORS /KMP	POSITION HELD
1. Mr. Noratmal Kawar	Chairman & Managing Director
2. Mr. Anil Sayarchand Kawar	Director
3. Mrs. Shweta Vikash Kawar	Women Director
4. Mr. Rajendra Kumar Abani	Independent Director
5. Mr. Naresh Kumar Jain	Independent Director
6. Rameshwar Jangid	Chief Financial Officer
7. Mr. Sourabh Arora	Company Secretary

Mr. Noratmal Kawar (DIN- 00464435), as Managing Director of the company for a period of three years with effect from 27th March, 2023 to 26th March, 2026.

Mr. Sourabh Arora Company Secretary of the company has resigned with effect from 09.07.2025.

DIRECTORS RETIRE BY ROTATION

As per the provisions of the Companies Act, 2013, Mrs. Shweta Vikash Kawar, retires by rotation at the forthcoming ACM and being eligible, offers herself for reappointment. The Board recommends her reappointment.

PERFORMANCE EVALUATION OF THE BOARD

During the year under review, pursuant to the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the 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 comprise evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the valuation process.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from all Independent Director as per Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

The Company has made practice of regularly informing the Directors all the changes in the Company as well as changes in laws which are applicable to the Company at Board meeting held during the year.

REPORT ON FRAUDS

There were no frauds reported during the year.

NUMBER OF BOARD MEETINGS

During the financial year under review, 6 (six) Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015.

	Attendance
Date of meeting (DD/MM/YYYY)	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
30th May. 2024	6	6	100 %
24th July. 2024	6	6	100%
14th Aug, 2024	6	6	100%
5th Sep. 2024	6	6	100%
14th Nov. 2024	6	6	100%
14th Feb. 2025	6	6	100%

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause [c] of sub-Section (3) of Section 134 of the Act, the Directors would like to state that:

a) in the preparation of the annual accounts for financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to 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 that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the year ended March 31, 2025, 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 are 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.

STATUTORY AUDITORS

A copy of the Auditors Report for the year ended on March 31, 2025 along with the standalone financial statements thereon forms part of the Annual Report. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and there are no qualification remarks made by the Auditors in their report, hence no explanation is required in this regard. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under section 143(12) of the Companies Act, 2013.

Explanations or comments By Board of Directors

The Board of Directors takes note of the Auditors qualification concerning the non-enablement of the audit trail feature in the companys accounting software. The Board acknowledges the importance of maintaining an adequate audit trail to ensure transparency and accountability in financial reporting.

Due to certain operational challenges and constraints faced during the financial year, the company was unable to enable and maintain the audit trail feature as required. The Board regrets this lapse and assures stakeholders that steps are being taken to address this issue promptly. The company has initiated corrective measures, including upgrading the accounting software to ensure that the audit trail functionality is fully enabled and operational in the future.

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The Board is committed to ensuring full compliance with all applicable regulatory requirements and enhancing the internal controls to prevent such occurrences going forward.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under section 143(12) of the Companies Act, 2013.

COST AUDITOR

The Cost audit of the Company has not been conducted for the financial year 2024 -2025 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

COST RECORDS

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed SK] & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-25.

In terms of provisions of sub-section 1 of section 204 of the Companies Act, 2013, the Company has annexed to this Board Report as Annexure-II, a Secretarial Audit Report given by the Secretarial Auditor. The response of your directors on the observation made in Secretarial Audit Report is as follows:

Response to Point No. 1

The Company is in process of finding suitable candidate to act as an Internal Auditor.

Response to Point No. 2

The Company is in the process of dematerialization of promoters shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Companys business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as Annexure-III.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements. The Report on Corporate Governance with auditors certificate thereon in terms of Regulation 34 Listing Regulations, 2015 read with Schedule V of said regulations forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of section 135 of the Companies Act, 2013 the company is not required to undertake Corporate Social Responsibility activities.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has appointed a designated person in a Board meeting and the same has been reported in Annual Return of the company.

SECRETARIAL STANDARDS OF ICSI

The Company confirms compliance with the applicable requirements of Secretarial Standards 1 and 2.

PARTICULARS OF EMPLOYEES

There are NO employees who are receiving remuneration exceeding of Rs. 8.5 lakh per month or Rs. 1.20 Crore per annum under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows:

• CONSERVATION OF ENERGY

> The steps taken or impact on conservation of energy; NIL

> The steps taken by the company for utilizing alternate sources of energy; NIL

> The capital investment on energy conservation equipments; NIL

• TECHNOLOGYABSORPTION

> the efforts made towards technology absorption: NIL

> the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

> in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

a. the details of technology imported: NA

b. the year of import: NA

c. whether the technology been fully absorbed: NA

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development: NA

• FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there was no foreign exchange earnings or out flow.

S. No.	Particulars	Current Year
CO	Foreign exchange earnings	Nil
00	Foreign exchange outgo	Nil

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

RISK MANAGEMENT

The Company has been undertaking periodic review of its operations to address various risks impacting it and consequently measures are taken to mitigate or minimize the risks. Normal foreseeable risks to the Companys assets are adequately covered by comprehensive insurance. The Companys risk management approach and practices continued to focus on minimizing the adverse impact of risks on its business objectives and to enable the Company to leverage market opportunities based on risk-return parity.

COMMITTEES OF THE BOARD

The Board has 3 (Three) Committees - the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All committees consist of majority of Independent Directors. The Composition and terms of reference, details of meetings and other matters has been mentioned in the Corporate Governance Report of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There were NO material changes and commitments, affecting the financial position of the Company which has occurred from the end of financial year i.e. March 31, 2025 to the date of Directors Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACATING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the year under review there was NO such orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There are NO applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

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

There are NO instances of one time settlement during the financial year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

GREEN INITIATIVE

Electronic copies of the Annual Report 2024-2025 and Notice of the 37^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ Depository Participants], For members who have not registered their email addresses, physical copies of the Annual Report 2024-2025 and the Notice of the 37^th Annual General Meeting under Section 101 of the Companies Act, 2013 are sending through permitted mode. Members requiring physical copies can send a request to the Company.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies [Management and Administration] Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

The Company has entered into an arrangement with Central Depository Service [India] Limited [CDSL], the authorized agency for this purpose, to facilitate such e-voting for its members.

POLICY ON SEXUAL HARASSMENT

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace [Prevention, Prohibition & Redressal] Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees [permanent, contractual, temporary, trainees] are covered under this policy. The Company did not receive any complain during the year 2024-25.

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the following details are disclosed:

a] Number of complaints of sexual harassment received during the year: Nil

b] Number of complaints disposed of during the year: Nil

c] Number of complaints pending for more than 90 days: Nil

The Company has zero tolerance towards any kind of sexual harassment and maintains a safe working environment for all employees.

MATERNITY BENEFITS ACT, 1961

The Board confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, includes those relating to maternity leaves facilities. The Company remains committed to ensuring a safe, inclusive and supportive working environment for all women employees..

ACKNOWLEDGMENTS

The Directors take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government Departments and the shareholders for their support and co-operation extended to the Company from time to time. Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels

For and on behalf of Board

Date: 05/09/2025	Anil Kawar	Noratmal Kawar
	DIN:00464523	DIN:00464435
Place: Jodhpur	Director	Managing Director