Nilachal Carbo Metalicks Ltd Directors Report

To,

The Members,

Nilachal Carbo Metalicks Limited

Your Directors have great pleasure in presenting the Annual Report on the business and operations of the Company together with the Audited Accounts and Auditors Report for the financial year ended 31 st March, 2025 containing the matters as required under section 134(3) of the Companies Act, 2013 (the Act) and Companies (Accounts) Rules, 2014 (the Rules).

1. FINANCIAL SUMMARY, STATE OF AFFAIRS, OPERATIONS: a) Financial Summary.

(Amount in lakh except e.p.s))

Sr. No.	Key Financial Indicators	Stand alone		Consolidated
		2024-25	2023-24	2024-25	2023-24
1.	Gross Revenue	20254.77	26694.74	20278.89	26712.65
2.	Total Expenses	18385.08	25053.92	18402.73	25070.39
3.	Profit Before tax	1869.69	1640.82	1876.16	1642.25
4.	Tax Expenses	480.03	60.53	474.59	60.44
5.	Profit for the Period	1389.67	1580.29	1401.57	1581.81
6.	Earnings per Equity Shares (Basic and Diluted)	6.22	7.08	6.28	7.08

b) State of Affairs / Highlights :

The Company was incorporated on 13th February, 2003 as a Private Limited Company and has been converted into a Limited Company vide the special resolution dated 13.01.2024 passed by the share holders of the Company. The Company is engaged in the business of Manufacturing and Trading of LAM Coke, trading of Cooking Coal and Cock Fine.

2. The Web Link of the Company, If any

The Annual Return of the Company is placed in its website, which can be accessible at

3. Industries Scenario and Business Outlook:

The vision of the company is to expand its existing business.

4. Change in the nature of business of the Company:

There was no change in the nature of business of the Company during the financial year.

5. Amount which the Company proposes to carry to any reserves:

During the year the Company has a profit of Rs. 1389.67 and which your Directors propose to carry forward the amount to reserve and surplus account during the financial year ended 31 st March, 2025

6. Amount which the Company recommends for payment by way of dividend:

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

7. Share Capital of the Company:

As on 31 st March, 2025 the Authorized Capital of the Company is Rs. 25,00,00,000/- consists of 2,50,00,000 Equity Shares of face value of Rs.10/- each and the issued, subscribed and paid up capital of the Company stood at Rs. 22,32,70,000/- comprising 2,23,27,000 Equity Share of Rs. 10/- each.

During the year on 31 st March 2025 the Company has not increased its Authorised Share Capital.

08. Details relating to the Deposits covered under Chapter- V of the Act:

The Company has not accepted any deposits during the financial year 2024-25.

09. Name of the companies which became / ceased to be the Companys subsidiary, associate or joint venture company and their Performance and financial position:

There is no cessation of any accompany to be holding / subsidiary of the Company during the year under review. Details of Subsidiary Company is enclosed as Annexure - II with this report

10. Details of Composition of the Board and Key Managerial Person:

The Strength of Board of Directors as on 31 st March 2025 is Six consisting of Two Executive Directors and Three Independent Directors and One Non executive Director serving in the Board. Apart from above the Managing Director, Whole time Director, the Company Secretary & the Chief Finance Officer have been declared as the Key Managerial Persons within the meaning of Section - 203 of the Companies Act, 2013.

The composition of Board of Directors of the Company and other details as on 31 st March 2025:

Sl No	Name of the Director	Category of Directorship	Date of original appointment
1	Bibhudatta Panda	Managing Director	13/02/2003
2.	Rishiraj Panda	Whole time Director	22/11/2023
3.	Geeta Rani Panda	Director	06/06/2011
4.	Jyoti Ranjan Rath	Independent Director	27/02/2024
5.	Amitesh Sinha	Independent Director	09/01/2024
6.	Lala Tarun Prakash Narayan	Independent Director	29/05/2024

Key Managerial Persons (KMP):

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on 31.03.2025:

1.	Mr. Bibhudatta Panda -	Managing Director.
2.	Mr. Rishiraj Panda -	Whole Time Director.
3.	Mr. Haraprasad Rout -	Company Secretary.
4.	Mr. Sunil Kumar Mishra -	Chief Finance Officer.

11. Disclosure of statement on declaration given by Independent Directors under section 149(6)

The Independent Directors of your Company have confirmed that:

(a) they meet the criteria of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 and

(b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Companies Act and are independent of the management of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

12. Committees of the Board:

The details of composition of the Committees of the Board of Directors are as under:- a. Audit Committee:

The Composition of Audit Committee of the Company as constituted under section 177(1) of the Companies Act, 2013 is as follows:

Name	Position in the Committee	Designation
Mr. Jyoti Ranjan Rath	Chairman	Independent Director
Mr. Lala Tarun Prakash Narayan	Member	Independent Director
Mr. Bibhudatta Panda	Member	Whole Time Director

b. Nomination and Remuneration Committee:

The Composition of Nomination & Remuneration Committee of the Company as constituted under section 178 of the Companies Act, 2013 is as follows:

Name	Position in the Committee	Designation
Mr. Jyoti Ranjan Rath	Chairman	Independent Director
Mr. Lala Tarun Prakash Narayan	Member	Independent Director
Mr. Amitesh Sinha	Member	Independent Director

c. Stakeholders Relationship Committee:

The Composition of Nomination & Remuneration Committee of the Company as constituted under section 178 (5) of the Companies Act, 2013 is as follows:

Name	Position in the Committee	Designation
Mr. Jyoti Ranjan Rath	Chairman	Independent Director
Mr. Lala Tarun Prakash Narayan	Member	Independent Director
Mr. Bibhudatta Panda	Member	Managing Director

d. Corporate Social Responsibility Committee.

The Composition of Nomination & Remuneration Committee of the Company as constituted under section 135 of the Companies Act, 2013 is as follows:

Name	Position in the Committee	Designation
Mr. Lala Tarun Prakash Narayan	Chairman	Non-Executive Independent Director
Mr. Jyoti Ranjan Rath	Member	Independent Director
Mr. Bibhudatta Panda	Member	Managing Director

13. Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 is applicable to the Company as its net profit exceeding 5 crore or more. Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large. The Company has a well defined Policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which cover the activities as prescribed under Schedule VII of the Companies Act, 2013. During the Financial Year under review the Company is required to spend a minimum amount of Rs. Rs 29.68 Lakhs.

However, the Company has provided Rs 29.80 lakhs to "Institute for Development & Implementation of Technicism (IDIOT), a Society registered under the Societies Registration Act,1860 which is a social development organization working for all round development and welfare of deprived and economically weaker people of the society in the state of Odisha. The CSR report, pursuant to clause (0) of sub-section (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014 forms part of the Boards Report as Annexure-III..

14. Annual evaluation of performance of the Board, its Committees and Individual Directors

(i) Pursuant to provision of Section 178 (2) of the Companies Act, 2013, Nomination and Remuneration Committee (NRC) of the Board in its meeting held on 10th August 2024 had specified the manner for effective evaluation of performance of Board, its Committees and individual Directors. Accordingly, NRC in its meeting held on 3rd March 2025 had carried out the evaluation of performance of Board, its Committees except NRC and that of individual Directors on the basis of various attributes and parameters as well as in accordance with Nomination and Remuneration Policy of the Company.

(ii) A meeting of Independent Directors was held on 10th March, 2025 without the attendance of Non- Independent Directors or any member of the Management, for evaluation of performance of Non- Independent Directors and Board as a whole and the Chairperson as well as to assess the quality, quantity & timeliness of information between Company management and Board that was necessary for Board to effectively & reasonably perform their duties.

(iii) As per para VIII (1) of the Schedule IV of the Companies Act, 2013 the Board of Directors in their meeting held on 3rd March, 2025 evaluated the performance of the Board as a whole, performance of the Nomination and Remuneration committee and also the performance of every individual Director (including Independent Directors).The evaluation of Independent Directors was done by the entire Board, excluding the Director being evaluated. Further, the Board also evaluated fulfilment of the criteria of independence and their independence from the management.

15. Directors Responsibility Statement:

Pursuant to clause (c) of section 134(3) of the Companies Act, 2013, your Directors hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31 st March, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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;

(c) The Directors 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) The Directors had prepared the annual accounts on a going concern basis, and

(e) 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.

16. Statutory Auditors, their Report and Financial Statements and Notes to Financial Statements:

M/s. Goutam & Co. Chartered Accountants (Firms Registration No: 326869E), were re-appointed as Statutory Auditors for the F.Y 2024-25, to hold office till the conclusion of Annual general meeting to be held for the FY 2024-25. However, they have resigned due to their pre occupation in other professional assignments before expiry of their term and M/s. PAMS & Associates, Chartered Accountants (FRN-316079E) have been appointed to fill the casual vacancy caused, who will hold office till the Conclusion of ensuing Annual General Meeting of the Company.

17. Cost Audit:

As per the provision of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rule, 2014, Cost Audit was applicable to the Company during the F.Y. 2024-25. M/s Asutosh & Associates, Cost Accountants (Registration No.000258) have been re-appointed as the Cost Auditor of the Company vide the Board resolution dated 13 th June 2025 to carry out Cost Audit for the FY 2025-26

18. Secretarial Audit:

In view of the thresh hold limit of Turnover & other Criteria as prescribed under Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Secretarial Audit is not applicable to your Company for the Financial year ending on 31st March 2025. However, your Company is going to be listed under the SME Platform of Bombay Stock Exchange Limited for which the company is already in receipt of in principle approval dated 9th May 2025 from the Stack Exchange. Every listed company and certain other prescribed categories of companies are required to annex a Secretarial Audit Report, issued by a Practicing Company Secretary, to their Boards report, prepared under Section 134(3) of the Act. Furthermore, pursuant to recent amendments to Regulation 24A of the SEBI Listing Regulations, every listed entity is required to conduct a Secretarial Audit and annex the Secretarial Audit Report to its annual report. Additionally, a listed entity must appoint a Secretarial Auditor, with shareholder s approval to be obtained at the Annual General Meeting.

Hence your Directors propose to appoint M/s. Biswajit Mohapatra & Associates, Company Secretaries as the Secretarial Auditor of the Company.

19. Internal Audit:

As per the provision of Section 138 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rule, 2014, Internal Audit was applicable to the Company during the F.Y. 202425. M/s. J M Lenka & Associates have been appointed as the Internal Auditor of the Company to conduct internal audit.

20. Boards Comment on the Auditors Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment

21. Explanations or comments by the Board on every qualification, reservation or adverse remarks given by the auditor in its Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self explanatory.

22 . Details of Fraud reported by Auditors:

The Auditors Report doesnt contain any information in relation to fraud.

23. Details of Commission to Managing Director or Whole time Directors of the Company from any of Its Subsidiaries.

Neither the Managing Director nor any of the Whole time Directors of the Company received any remuneration or commission from any of its subsidiaries required to be disclosed in terms of Section 197(14) of the Companies Act, 2013.

24. Particulars of Loans, Guarantees or Investments:

The Company has given the loans (unsecured) or advances in the nature of loan or guarantee to Om Avi Carbon Resources Pvt Ltd (Concern under common control) and the balance outstanding as on Balance Sheet date is Rs.43.54 Lakh. Apart from this your company has extended corporate guarantee for the amount of Rs.520.00 lakhs.

The Company has Invested Rs. 231.99 lakhs (including security premium) in Nilachal Coffee & Agro Estate Private Limited. (9,45,278 Equity Shares of Rs. 10/- each fully paid up)

25. Particulars of contracts or arrangements with Related Parties:

During the financial year ended 31st March, 2025 particulars of contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013 have been disclosed in Form AOC-2, which has been attached to this report as Annexure I.

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Your Company has nothing to report regarding Technology absorption and Foreign exchange earnings and outgo during the year under review, however the management of the Company has taken every possible steps to conserve energy in its business operation.

27. Vigil mechanism:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

To ensure proper functioning of vigil mechanism the Company is having provision for the Audit Committee to take note of the same on quarterly basis.

28. Risk Management Policy:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, fmancial, human, environment and statutory compliance.

29. Compliance with Secretarial Standard:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

30. Internal Financial Control:

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

31. Particulars of Employees:

None of the employees of the Company are in receipt of Rs. 8,50,000/- per month or Rs. 1,02,00,000/- per year pursuant to Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

32. Nos. of Board, Committee and General Meetings Held During the year.

The Company is having its Board meetings at a regular interval as per the Law and all the Directors attend the meeting at the Registered Office of the Company. The meetings are scheduled well in advance with notice, agenda along with agenda notes which are issued at least seven days prior to the meeting.

There are 8 nos of Board meetings are held during the year and the dates of the Meetings are 29.05.2024, 05.07.2024, 10.08.2024, 04.09.2024, 30.09.2024, 21.10.2024, 07.11.2024, 03.03.2025.

Detailed attendance: -

Date of Board Meeting	Number of Directors associated on the date of meeting	Number of Directors attended the Meeting	% of Attendance
29.05.2024	05	05	100
05.07.2024	06	06	100
10.08.2024	06	06	100
04.09.2024	06	06	100
30.09.2024	06	06	100
21.10.2024	06	06	100
07.11.2024	06	06	100
03.03.2025	06	06	100

Committee Meetings:

Audit Committee Meetings

Date of Audit Committee Meeting	Number of Committee Members associated on the date of meeting	Number of Committee Members attended the Meeting	% of Attendance
07.09.2024	03	03	100
21.10.2024	03	03	100
07.11.2024	03	03	100
03.03.2025	03	03	100

Nomination & Remuneration Committee Meetings

Date of Nomination & Remuneration Committee Meeting	Number of Committee Members associated on the date of meeting	Number of Committee Members attended the Meeting	% of Attendance
10.08.2024	03	03	100

CSR Committee Meeting

Date of CSR Committee Meeting	Number of Committee Members associated on the date of meeting	Number of Committee Members attended the Meeting	% of Attendance
05.07.2024	03	03	100

General Meetings:

During the year under review the company has conducted the below mentioned General Meetings of members Extra Ordinary General Meeting:

Sl	Date of Meeting
1	04.09.2024
2	26.09.2024

Annual General Meeting:

Sl

Date of Meeting

T : 10.08.2024

33. Adequacy of internal financial controls with reference to the Financial Statements:

The internal financial controls with reference to the Financial Statements of the Company for the year are adequate.

34. Inter-corporate loans and Investments- 186:

During the year under review the company has complied with the provision of section 186 of Companies Act 2013 in relation to Loan, Investment & Guarantee given by the company.

35. Contracts and arrangements with Related Parties:

All related party transactions that were entered into during the financial year ended March 31, 2025, were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the financial year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in respective Note to the Balance Sheet as on March 31, 2025.

36. Particulars of Loans and Investment:

The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

37. Material changes and commitments, if any, affecting the financial position of the Company occurred after the Balance Sheet date:

No such material changes and commitments occurred after the Balance Sheet date.

38. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future:

There was no such case happened during the year.

39. Human Resources:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attracting, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

40. Corporate Governance:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. It lays emphasis on transparency, accountability, ethical operating practices and professional management.

41. Steps taken to prevent sexual harassment of women at workplace:

Your company has in place a formal policy for prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During

i v/v/ / "t- ± u ^ JL^xixciii xi^ixipuLiw\Lt/g,iixaii.v^wiii, vv vv vv .xmavnaiwivv.wm

the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. Details of application made or any proceeding pending under the Insolvency and Bankr uptcy Code, 2016 during the year along with their status as at the end of the financial year:

Ther e is no any application made nor any proceedings pending under Insolvency and Bankruptcy Code, 2016, during the year under review.

43. 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.

Not applicable to the company for the year under review.

44. Acknowledgement:

Your Directors wish to place on record their appreciation of the excellent support received from its Bankers during the year under review.

Your Directors also wish to place on record their appreciation of the co-operation and support received from all the employees of the Company in sustaining the gr owth of the Company.

For and on behalf of the Board M/s. Nilaclral Carbo Metalicks Limited

Date: 13.06.2025	Bibliudatta Panda	Geeta Rani Panda
Place: Bhubaneswar.	Managing Director	Director
	DIN- 01579026	DIN-032838