Nexxus Petro Industries Pvt Ltd Directors Report

To

The Members of,

Nexxus Petro Industries Limited

Your directors have pleasure in submitting their 04th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The financial performance of the Company, for the financial year ended on 31st March, 2025 is summarized below:

(Rs. In Lakhs)

Particulars	Amount
	2024-25	2023-24
Revenue from Operations	30,493.34	23,778.48
Other Income	26.78	62.48
Cost of materials consumed	27,780.21	22,358.93
Employee Benefit Expenses	146.26	107.16
Finance Costs	259.88	155.47
Depreciation & amortization Expense	82.21	43.71
Other Expenses	1,442.16	698.25
Profit Before Tax	809.40	478.43
Less: Current Tax	208.99	130.21
Less: Deferred Tax	(4.20)	-
Profit After Tax	608.78	352.00
Earning per Equity Share
Basic	10.14	9.08
Diluted	10.14	9.08

2. PERFOMANCE AT A GLANCE Revenue & Income

Revenue from Operations increased significantly from Rs.23,778.48 lakhs (202324) to Rs.30,493.34 lakhs (2024-25) Rs. +28.2% growth.

Other Income declined from Rs.62.48 lakhs to Rs.26.78 lakhs Rs. -57%, but this is relatively insignificant compared to operational revenue.

Expenditure

Cost of Materials Consumed rose from Rs.22,358.93 lakhs to Rs.27,780.21 lakhs Rs. +24.2%, indicating higher input/raw material costs.

Employee Benefit Expenses grew from Rs.107.16 lakhs to Rs.146.26 lakhs Rs. +36.5%, reflecting expansion in operations/workforce.

Finance Costs increased from Rs.155.47 lakhs to Rs.259.88 lakhs Rs. +67%, higher borrowings or rising interest burden.

Depreciation & Amortization rose from Rs.43.71 lakhs to Rs.82.21 lakhs Rs. +88% due to capital investments in fixed assets.

Other Expenses jumped from Rs.698.25 lakhs to Rs.1,442.16 lakhs Rs. +106%, showing higher operational / administrative overheads

Profitability

Profit Before Tax (PBT): Increased from Rs.478.43 lakhs to Rs.809.40 lakhs Rs. +69% growth.

Profit After Tax (PAT): Increased from Rs.352.00 lakhs to Rs.608.78 lakhs Rs. +73% growth.

Effective tax rate is around 24.7% in FY25 vs 26.4% in FY24.

Performance Summary

Strong revenue growth of ~28% YoY, driven by higher demand or improved pricing in core operations.

Profitability improved sharply with PAT rising 73%, indicating efficiency despite cost pressures.

Operating costs (materials, employees, finance, depreciation, and other expenses) rose substantially, suggesting business expansion, capacity addition, and higher input costs.

Margins remain under pressure due to steep rise in material and overhead costs, but growth in absolute profits highlights strong operational performance.

The Company has continued to achieve an all-round growth in terms of Volume, Revenues, Profit Before Tax (PBT) and Profit After Tax (PAT) over the previous years and has demonstrated strong resilience during yet another challenging year. The performance has been achieved by the Company in spite of the environment of global uncertainty, volatile economic conditions and high-cost pressures.

Your Company delivered a robust performance in FY 2024-25, with revenue growth of 28% and PAT growth of 73%. While expenses have surged due to expansion and financing costs, the companys profit trajectory remains strong, indicating positive future prospects, provided it balances growth with cost and debt management.

3. CHANGE IN NATURE OF BUSINESS

During the year under review the Company was listed on Bombay Stock Exchange (BSE Limited) (SME Portal). Other than the above mentioned particular there was no other change in nature of business of the company.

4. SHARE CAPITAL

The Paid-up Equity Share capital of the Company was Rs. 69,504,000/- as on 31st March, 2025. During the year under review, the company has neither issued any shares with differential voting rights nor granted any stock Option nor any sweat Equity Shares.

However, the company issued 1,850,400 Equity Shares of Rs. 10/- each at a premium of Rs. 95/- each through Initial Public Offer during the Financial year.

5. DIVIDEND

In view of the future expansion plans, the Board of Directors have not recommended any dividend on the Equity Share Capital of the Company for the financial year ended 31st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply

6. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to General Reserve out of the amount available for appropriation.

7. FINANCIAL LIQUIDITY:

Cash and Cash equivalent as at March 31st, 2025 was Rs. 436.65 Lakhs. The Companys working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

8. DEPOSIT

During the year, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force) from the public or the members and as such, no amount on account of principal or interest on public is outstanding.

9. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss.

Internal control systems commensurate with its size and operations to ensure orderly and efficient conduct of business while safeguarding the assets, quality, and safety, procurements, finance and accounts and reducing and detecting error.

The Company also has appointed an external firm of Chartered Accountants to supplement the efficient Internal Audit.

10. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015 is provided in a separate section and forms an integral part of this Report and is annexed as Annexure A.

11. CORPORATE GOVERNANCE

Maintaining of high standards of Corporate Governance has been fundamental to the business of your Company since its inception.

However, the report on Corporate Governance as required under Regulation 34 (3) read with Schedule V of SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 is not provided pursuant to Regulation 15 (2) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 as the company is listed on BSE limited (SME Platform).

12. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the previous financial year with the related parties were in the ordinary course of business and on arms length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company. All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly, the required disclosures are made to the Committee on a quarterly basis in terms of the approval of the Committee. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC - 2 is annexed as Annexure B. The Related Party Transactions took placed during the financial year 2024-25 have placed in Notes of Financial Statements of the Company.

13. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure C to this report

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard at cs@nexxusgroup.co.in

14. WEBLINK / EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual Return of the Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of Companies (Management and Administration) Rules, 2014 in prescribed Form No. MGT-7 is placed on the website of the Company and can be accessed at the weblink: https: / / nexxusgroup.co.in/annual-return/

15. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment and Resignation of Directors/KMP

During the F.Y 2024-25, the following Director have resigned from the Board;

Name of Director	Date of Resignation
Mr. Jignesh Mohanlal Senghani	01/07/2024

No new appointment was made during the financial year 2024-25 MD and CFO Certification

The requisite certification from the Managing Director and Chief Financial Officer required to be given under Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) Regulations, 2015. The aforesaid certificate, duly signed by the Managing Director and Chief Financial Officer in respect of the financial year ended 31st March 2025, has been placed before the Board. (Annexure D)

Retirement by Rotations

In accordance with the provisions of section 152 (6) of the Act and in terms of the Articles of Association of the Company, Mr. Haresh Mohanlal Senghani (DIN: 08163360), will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The board recommends their re-appointment.

Profile of Directors Seeking Appointment / Re-appointment

As required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015, particulars of Directors seeking appointment / re-appointment at the ensuing Annual General Meeting are annexed to Annexure I of the notice convening 04th Annual General Meeting.

Training of Independent Directors

To familiarise the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, organisation structure, finance, human resources, technology, quality and facilities. Further, the Company has devised a Familiarisation Program for Independent Directors as per Regulation 46 (2) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the same has been placed on the website of the Company at: https: / / nexxusgroup.co.in/wp-content/uploads/2024/01/Familiarization- Programme-For-Independent-Directors.pdf

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013, the following are the Key Managerial Personnel of the Company as on 31st March, 2025:

Name of the Key Managerial Personnel	Designation
Mr. Haresh Mohanlal Senghani	Managing Director
Mr. Rahul Mohanlal Senghani	Whole Time Director
Mr. Gaurav Mehta	Chief Financial Officer
Ms. Zehra Ghadiali	Company Secretary

Evaluation of Performance of the Board, its Committees and Individual Directors

During the year, the evaluation of the annual performance of individual directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act and relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the indicative criteria for the evaluation based on the SEBI Guidance Note on Board Evaluation.

The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the nonindependent Directors was carried out by the independent Directors.

Independent Directors Meeting

The Independent Directors met on February, 15th 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board of Director Meetings

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly, half yearly and annual financial results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses.

The Board business generally includes consideration of important corporate actions and events including:

• quarterly and annual result announcements oversight of the performance of the business;

• development and approval of overall business strategy;

• Board succession planning;

• review of the functioning of the Committees and

• other strategic, transactional and governance matters as required under the Companies Act, 2013, Listing Regulations and other applicable legislations

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Registered Office of the company. The Agenda of the Board Meetings is set by the Company Secretary in consultation with the Chairman and the Managing Director and Whole time Director of the Company. The agenda is circulated a week prior to the date of the meeting. The Board Agenda includes an Action Taken Report comprising the actions emanating from the Board Meetings and status update thereof. The Agenda for the Board Meetings covers items set out as per the guidelines in Listing Regulations to the extent it is relevant and applicable. The Agenda for the Board Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

Prior approval from the Board is obtained for circulating the agenda items with shorter notice for matters that form part of the Board Agenda and are considered to be in the nature of Unpublished Price Sensitive Information.

The minutes of proceeding of each Board meetings are maintained in terms of statutory provisions.

During the year under review, the Board of Directors of the Company met Fifteen times.

The Dates of meetings are as follows:

Board Meeting No.	Date of Meeting
01/2024-25	01/04/2024
02/2024-25	19/04/2024
03/2024-25	25/06/2024
04/2024-25	29/06/2024
05/2024-25	01/07/2024
06/2024-25	18/07/2024
07/2024-25	01/08/2024
08/2024-25	09/08/2024
09/2024-25	27/08/2024
10/2024-25	28/08/2024
11/2024-25	22/09/2024
12/2024-25	01/10/2024
13/2024-25	14/11/2024
14/2024-25	29/11/2024
15/2024-25	15/02/2025

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

COMMITTEES OF BOARD OF DIRECTORS

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting.

The Board of Directors of the Company have constituted the following Committees:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

A. AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the companies Act, 2013 read with the Rules issued there under and Regulation 18 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

All the Members of the Audit Committee are well Qualified, experienced and possess sound knowledge of finance, accounting practices and internal controls. The Company Secretary of the Company acts as the Company Secretary of the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

The Composition of Audit Committee*:

Name of the Director	Status in Committee	Nature of Directorship
Hussain Bootwala	Chairman	Non-Executive & Independent Director
Parshwa Shah	Member	Non-Executive & Independent Director
Dhruvi Rameshbhai Patel	Member	Non-Executive & Independent Director

*The Committee was reconstituted due to resignation of Mr. Jignesh Senghani MEETING AND ATTENDENCE

During the Financial Year ended 31st March, 2025, the Audit Committee met six times on 19th April, 2024, 29th June, 2024, 18th July, 2024, 01st October, 2024, 14th November, 2024, 15th February, 2025; and the requisite Quorum was present.

B. NOMINATION & REMUNERATION COMMITTEE

The composition of the Nomination & Remuneration Committee is in alignment with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulation19 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Composition of Nomination and Remuneration Committee*:

Name of the Director	Status in Committee	Nature of Directorship
Dhruvi Rameshbhai Patel	Chairman	Non-Executive & Independent Director
Hussain Bootwala	Member	Non-Executive & Independent Director
Parshwa Shah	Member	Non-Executive & Independent Director

*The Committee was reconstituted due to resignation of Mr. Jignesh Senghani MEETING AND ATTENDENCE

During the Financial Year 2024-25 the Nomination & Remuneration Committee met twice on 01st October, 2024 and 15th February, 2025 and the requisite Quorum was present.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND SHARE TRANSFER COMMITTEE

The compliance with the provisions of Section 178 of the companies Act, 2013 read with the Rules issued there under and Regulation 20 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Board has constituted Stakeholders Relationship Committee and share transfer committee.

The Committee is entrusted with the responsibility of addressing the stakeholders / investors complaints with respect to share transfers, non-receipt of annual reports, dividend payments, issue of duplicate shares, etc and other shareholders related queries, complaints, as well as relating to transfer of shares, Review and approval of all requests pertaining to sub-division, consolidation, transfer, transmission of shares and issue of duplicate share certificates; etc.

Name of the Director	Status in Committee	Nature of Directorship
Parshwa Shah	Chairman	Non-Executive & Independent Director
Rahul Mohanlal Senghani	Member	Whole Time Director
Dhruvi Rameshbhai Patel	Member	Non-Executive & Independent Director

There was one meeting of Stakeholders Relationship Committee held during the year as under on 15 th February, 2025.

16. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of the board members.

The Remuneration and Nomination Policy is available on our website at https: / / nexxusgroup.co.in/wp-content/uploads/2024/01/Nomination-And- Remuneration-Policy.pdf

17. DECLARATION BY INDEPENDENT DIRECTORS

All the independent Directors of your company have given their declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

18. AUDITORS STATUTORY AUDITOR AND THEIR REPORT

The Board has duly reviewed the Statutory Auditors Report for the year ended on 31st March, 2025 and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Companies Act, 2013.

AUDITORS REPORT:

• The Auditors Report for the Financial Year ended 31st March, 2025 does not contain any qualifications, reservations or adverse remarks.

• As regards the comments made in the Auditors Report, the Board is of the opinion that they are self-explanatory and does not require further clarification.

M/s Keyur Shah & Associates, Chartered Accountants, (FRN No: 333288W), were appointed as Statutory Auditors of the Company for the period of five years. M/s Keyur Shah & Associates, Chartered Accountants, (FRN No: 333288W) are to be appointed from conclusion of this Annual General Meeting till the conclusion of Annual General Meeting to be held for the financial year 2028-29.

INTERNAL AUDITOR AND THEIR REPORT

The provisions of Section 139 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 was not applicable to the company during the year under review.

For Financial Year 2025-26 the Board has appointed Ms Zarana & Associates (FRN: 143289W), in its meeting held on 30th August, 2025 as the Internal Auditors of the company and the Internal Audit of the functions and activities of the Company will be undertaken by the them.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of CS Nihar Sheth, (ACS 44829 COP 16920), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditor of the Company for a period of five years, i.e., from April 1, 2025 to March 31, 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

The Report of the Secretarial Auditor for FY25 is annexed herewith as Annexure - E. The said Secretarial Audit Report does not contain any qualification, reservations, adverse remarks or disclaimer.

COST AUDITOR

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s Devang Patel and Associates, a firm of Cost Accountants in Practice (Registration No. 101976) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for FY 2025-26. M/s Devang Patel and Associates have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

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

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

20. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, forms an integral part of this report and is annexed as Annexure - F

21. CORPORATE SOCIAL RESPONSIBILITY

In compliance with section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, Turnover of company is not exceeding Rs. 1000 Crore, or net worth is not exceeding Rs. 500 Crore or net profit of company is not exceeding Rs. 5 Crore; Hence disclosure related to CSR is not applicable to your company.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has No subsidiary, Joint Venture or Associate Companies as on March 31, 2025. Hence Form AOC-1 is not required.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR), 2015, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Task Force or to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website at https: //nexxusgroup.co.in/wp- content/uploads/2024/01/Whistle-Bolower-Policy.pdf

24. PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and" Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

The Policy on Code of Conduct is available at the website of the company at https: / /nexxusgroup.co.in/wp-content/uploads/2024/01/ Code-of-Conduct- Policy.pdf

25. PREVENTION OF SEXUAL HARASSMENT OF WOMAN AT WORKPLACE:

The company has in place the "Policy on Prevention of Sexual Harassment at the workplace" in line the requirements of the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Company had constituted Internal Complaints committee (ICC) to redress the complaints received regarding sexual harassment. During the year under review, no complaints were received by the Committee for Redressal.

The Policy on Prevention of Sexual Harassment is available at the website of the company at http s:// nexxusgroup .co.in/ wp - content / uploads/2024/01/ Prevention - Of-Sexual-Harassment-Policy Nexxus-Petro.pdf

26. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT:

The Business Responsibility and Sustainability Report as per Regulation 34(2) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization.

27. HUMAN RESOURCE

The company considers its employees as its most valuable assets. The company focuses on building an organization through induction and development of talent to meet current and future needs.

28. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement: -

• in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• the directors 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 and of the profit and loss of the company for that period;

• the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• the directors had prepared the annual accounts on a going concern basis;

• The directors had laid down internal financial controls to be followed by the

company and that such internal financial controls are adequate and were operating effectively.

the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. STOCK EXCHANGE

During the year under review on 04th October, 2024 the company listed its equity shares on BSE Limited SME Segment Platform.

30. RISK MANAGEMENT

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximising returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

The policy on Risk Management of the Company is available at the website of the company at https: / / nexxusgroup .co.in/ wp - content / uploads/2024/01/ Risk-Management-Policy.pdf

31. AFFIRMATION AND DISCLOSURE:

All the Members of the Board and the Senior Management Personnel have affirmed their compliance with the Code of Conduct as on 31st March, 2025 and a declaration to that effect, signed by the Managing Director, forms an integral part of this report and is annexed as Annexure G

32. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year and the date of Directors Report.

33. SIGNIFICANT AND MATERIAL ORDERS:

There were no significant and material orders passed by any Regulators or courts or Tribunals during the year ended 31st March, 2025 impacting the going concern status and companys operations in future.

34. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

The Statutory Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

35. LISTING FEES:

The Companys Equity Shares are listed with Bombay Stock Exchange SME Platform. The Company has paid Listing Fees for the financial year 2025-26 to BSE within the prescribed time period.

36. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, your Company has maintained a functional website namely https: / /nexxusgroup.co.in/ containing the information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

37. CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data

38. INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

39. OTHER DISCLOSURES

a) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

b) There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

c) There was no instance of onetime settlement with any Bank or Financial Institution.

40. GENERAL DISCLOSURES

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events of this nature during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any scheme.

4. No significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)c of the Companies Act, 2013).

6. There has been no change in the nature of business of your Company.

7. An application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

8. There was no instance of onetime settlement with any Bank or Financial Institution.

9. Revision of financial statements and Directors Report of your Company.

41. ACKNOWLEDGEMENTS

Your directors wish to thank all stakeholders, employees, Companys bankers, various government authorities, members and business associates for their continued support and valuable co-operation. Your directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For Nexxus Petro Industries Limited

Haresh Mohanlal Senghani

(Chairman & Managing Director)

DIN: 08163360

Place: Ahmedabad

Date: 30/08/2025