Nilkamal Ltd Directors Report

BOARDS REPORT

REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDED MARCH 31, 2025.

Dear Members,

The Board of Directors present the Companys 39^th Annual Report and the Companys audited financial statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The Companys financial performance (standalone) for the financial year ended March 31, 2025 as compared to the previous financial year, is summarised below:-

		(Rs. in Lakhs)
Particulars	2024-2025	2023-2024
Revenue and Other Income	3,25,385.85	3,14,990.58
Profit before Depreciation, Amortisation and Tax	24,018.59	25,755.26
Less: Depreciation and Amortisation charges	11,923.30	11,434.14
Profit before Tax	12,095.29	14,321.12
Less: Taxes	2,968.21	3,589.90
Profit after Tax	9,127.08	10,731.22
Add/Less: Other Comprehensive Income	(76.49)	51.13
Total Comprehensive Income	9,050.59	10,782.35
Opening balance in Retained Earnings	90,042.83	82,238.89
Amount available for appropriation	99,093.42	93,021.24
Final Dividend	2,984.51	2,984.51
Closing balance in Retained Earnings	96,209.21	90,042.83
Earnings Per Share ( )	61.16	71.91
Cash Earnings Per Share ( )	141.06	148.54
Book Value per Share ()	931.80	891.15

YEAR IN RETROSPECT

On a consolidated basis, the revenue from operations for FY 2024-25, stood at Rs.3,31,274.06 Lakhs registering a growth of approximately 4% as compared to the previous year (Rs.3,19,632.68 Lakhs in FY 2023-24). The consolidated EBITDA decreased to Rs.30,167.88 Lakhs for FY 2024-25, which was approximately 4 % lower than that of the previous year (31,301.99 Lakhs in FY 2023-24).

On a standalone basis, revenue from operations for FY 2024-25 stood at Rs.3,23,931.79 Lakhs, registering a growth of 3.36 % as compared to the previous year (Rs. 3,13,410.96 Lakhs in FY 2023-24). The standalone EBITDA is Rs.28,095.11 Lakhs for FY 2024-25 which was 4.60% lower than that of the previous year (Rs.29,449.25 Lakhs in FY 2023-24). The Profit After Tax for the year stood at Rs.9,127.08 Lakhs against 10,731.22 Lakhs in the previous Financial Year. The segment wise performance of the Company is detailed under the section Management Discussion and Analysis Report which forms part of this Annual Report.

The Company has rebranded its retail division into Nilkamal Homes under mother brand of Nilkamal. Pursuant to rebranding, the Chief Operating Decision Maker (CODM) have re-evaluated the manner to review operating results of the Company and accordingly, the segment disclosures have been revised to Business to Business (B2B) and Retail & E-commerce (Retail). B2B segment includes sales to industrial customers and channel partners. Retail includes sales to customer from stores operating under Nilkamal brand and E-commerce.

NATURE OF BUSINESS AND ANY CHANGES THEREIN

The Company is in the business of manufacturing and selling of material handling products, moulded furniture, modular & metal furniture, metal racking and storage, bubbleguard for packaging and protection, mattress and primary rigid plastic packaging. During the financial year under review, there has been no change in the nature of the business of the Company.

DIVIDEND

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations), the Board of Directors of the Company (the Board) formulated and adopted the Dividend Distribution Policy (the Policy).

The Dividend Distribution Policy of the Company can be viewed on the Companys website at the following weblink:https:// nilkamal.com/wp-content/uploads/2019/11/Dividend-Distribution-Policy.pdf

The Board of Directors have recommended a Final Dividend of Rs.20 (i.e. 200%) per share of Rs.10 each for the Financial Year 2024-25. The dividend, if approved at the 39^th Annual General Meeting (AGM), will be paid to those members whose names appear in the register of members of the company as of end of the day on July 11, 2025 and shall be subject to deduction of income tax at source. The total outflow on account of the proposed final dividend shall be Rs.2,984.51 Lakhs.

The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy which is linked to long term growth objectives of your Company to be met by internal cash accruals. The dividend will be paid out of the profits for the year.

TRANSFER TO RESERVES

The Board of Directors of your Company have decided not to transfer any amount to the General Reserves, for the year ended March 31, 2025.

SHARE CAPITAL

As on March 31, 2025, the Authorised Share Capital of the Company is at Rs.3,000.00 Lakhs comprising of 2,70,00,000 equity shares of face value Rs.10 each and 30,00,000 preference shares of face value Rs.10 each. Whereas, the Issued, Subscribed and Paid-up share capital of the Company is Rs.1,492.25 Lakhs comprising of 1,49,22,525 Equity Shares of face value of Rs.10 each.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company did not give any other loans or guarantees, provide any security or make any investments as covered under Section 186 of the Companies Act, 2013.

DEPOSITS

Your Company has not accepted Deposits from public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

MEETINGS

During the year, five Board meetings were convened and held in accordance with the provisions of the Companies Act, 2013 and as per Secretarial Standards -1, the details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

COMMITTEES OF THE BOARD

As on the date of this report, the Board has the following Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

All the recommendations made by the Board Committees including the Audit Committee, were accepted by the Board.

Detailed information of these Committees and relevant information for the year under review are set out in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy relating to remuneration of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The Nomination and Remuneration Committee is fully empowered to determine /approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc. The Non-Executive Directors are paid sitting fees for every meeting of the Board and its Committees attended by them. The Board has also formulated and adopted the policy on the "Succession policy of Directors". The Nomination and Remuneration Policy of the Company is available on the website of the Company at https://nilkamal. com/wp-content/uploads/2019/01/Nomination-and-Remuneration-Policy 11052018.pdf

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (2) (p) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken an annual evaluation of its own performance, performance of its various Committees and individual Directors. The details of the said evaluations have been mentioned in the Report on Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to its Corporate Social Responsibility and firmly believes that its business objectives must align with the broader developmental goals of the society in which it operates.

In accordance with the provisions of the Section 135 of the Companies Act, 2013, your Company has constituted a CSR Committee to oversee and monitor the CSR activities of the Company. The Companys CSR policy is available on the Companys website at https://nilkamal.com/wp-content/uploads/2019/01/CSR-Policy.pdf

Your Company has undertaken various CSR initiatives directly/through various NGOs/trust for various projects. The said activities were carried out in the areas of promoting education and healthcare along with undertaking other activities in terms of Schedule VII of the Companies Act, 2013.

A detailed report on CSR activities as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is annexed as "Annexure A".

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As required pursuant to the Regulation 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has prepared a Business Responsibility and Sustainability Report (BRSR) for the financial year 2024-25, which forms part of this Annual Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

A separate section on corporate governance practices followed by the Company, together with a certificate from the auditors confirming its compliance, forms a part of this Annual Report, as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, as per Regulation 34 (2) (e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis report also forms a part of this report.

ANNUAL RETURN

Pursuant to Section 92 and Section 134 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on March 31, 2025 will be available on Companys website at www. nilkamal.com .

CREDIT RATING

The Credit Ratings of the Company for all the debt instruments as on March 31, 2025 is as below: -

Total Bank Loan Facilities Rated	551.96 Crore
Long-Term Rating	CARE AA; Stable (Reaffirmed)
Short-Term Rating	CARE A1+ (A One Plus) (Assigned Reaffirmed)
200 Crores Non-convertible debentures	CARE AA; Stable (Reaffirmed)
200 Crores Commercial paper (Carved out)*	CARE A1+ (A One Plus) (Reaffirmed)

*Carved out from sanctioned working capital limits.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. S R B C & CO LLP, Chartered Accountants, Mumbai (Firm Registration No: 324982E/E300003) were appointed as the Statutory Auditors for a term of five years to hold office from the conclusion of 37^th Annual General Meeting up to the conclusion of the 42^nd Annual General Meeting of the Company to be held in the year 2028.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditor. Further in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors Report to the Members on the Accounts of the Company for the year ended March 31, 2025 is a part of the Annual Report. The said Audit Report does not contain any qualification, reservation or adverse remark. During the financial year 2024 -25, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records and have them audited every year. Accordingly, your Company has made and maintained the cost accounts and records, as required.

Based on recommendation of the Audit Committee and Board, M/s. V. B. Modi and Associates, Cost Accountants, are appointed as the Cost Auditors of the Company to carry out audit of the cost records of the Company for the financial year 2025-26.

The resolution seeking ratification of the remuneration to the said cost auditors for the financial year 2025-26 is set out in the Notice calling the 39^th Annual General Meeting of the Company.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. N.L. Bhatia & Associates, Practising Company Secretaries were appointed as the Secretarial Auditor of the Company to undertake the Secretarial Audit in the prescribed Form MR- 3 for the financial year 2024-25. The Secretarial Auditors report to the members is annexed to this report as "Annexure B". The Secretarial Auditors report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore disclosure of details under Section 134(3)(ca) of the Companies Act, 2013 is not applicable.

A Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from M/s. N. L. Bhatia & Associates, Practising Company Secretary, and submitted to both the stock exchanges.

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s. N. L. Bhatia & Associates, Practising Company Secretaries, a peer reviewed firm (Firm Registration No: P1996MH055800), as the Secretarial Auditors of the Company for a first term of five consecutive years, from April 1, 2025 to March 31, 2030 subject to the approval of the Members in the ensuing AGM.

M/s. N.L. Bhatia & Associates, Practising Company Secretaries have confirmed their eligibility and qualification required under the Act for holding the office, as the Secretarial Auditors of the Company in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

Accordingly, an Ordinary Resolution, proposing the appointment of M/s. N. L. Bhatia & Associates, Practising Company Secretaries, as Secretarial Auditor of the Company forms part of the Notice of the 39^th AGM of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Further, the Company has received declarations from all the Independent Directors stating that they meet the criteria of independence as given under Section 149(6) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations & Disclosure Regulations) Requirements, 2015. In the opinion of the Board, they fulfil the conditions for appointment/re-appointment as Independent Directors on the Board.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise, proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

As required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (IICA) and also completed the online proficiency test conducted by the IICA, wherever required.

Further, in accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Hiten V. Parekh (DIN: 00037550), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-election.

The required information of the Directors being appointed/re-appointed, pursuant to the provisions of the Listing Regulations, forms part of the Annual Report.

During the year under review, Mr. K. R. Ramamoorthy, Mr. Mahendra V. Doshi, Mr. Mufazzal Federal and Mr. S. K. Palekar have ceased to be an Independent Directors of the Company w.e.f. June 27, 2024 on completion of their second term. The Board places on record its sincere appreciation for the contribution to the growth and governance of the Company during their tenure on the Board of the Company.

Further, the Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of the following Directors:

• Mr. Abhay Jadeja (DIN: 03319142) as an Independent Director of the Company for a period of 5 years with effect from May 14, 2024 upto May 13, 2029 and the shareholders of the Company approved his appointment as an Independent Director of the Company on July 19, 2024.

• Mr. Hiten V. Parekh (DIN: 00037550) as the Executive Director, designated as Managing Director of the Company for a period of 5 years with effect from April 1, 2025 to March 31, 2030 (both days inclusive) and the shareholders of the Company approved his re-appointment as an Executive Director, designated as Managing Director of the Company on May 8, 2025.

• Mr. Manish V. Parekh (DIN: 00037724) as the Executive Director, designated as Joint Managing Director of the Company for a period of 5 years with effect from April 1, 2025 to March 31, 2030 (both days inclusive) and the shareholders of the Company approved his re-appointment as an Executive Director, designated as Joint Managing Director of the Company on May 8, 2025.

• Mr. Nayan S. Parekh (DIN: 00037597) as the Executive Director, designated as Joint Managing Director of the Company for a period of 5 years with effect from April 1, 2025 to March 31, 2030 (both days inclusive) and the shareholders of the Company approved his re-appointment as an Executive Director, designated as Joint Managing Director of the Company on May 8, 2025.

• Mr. Sharad V. Parekh (DIN: 00035747) as a Non-Executive and Non-Independent Director of the Company, who shall not be liable to retire by rotation, with designation as a Chairman of the Company for a period of 4 (four) years, with effect from August 15, 2025 to August 14, 2029 (both days inclusive), subject to the approval of the shareholders at the Annual General Meeting of the Company.

The Company has following Key Managerial Personnel:

1.	Mr. Hiten V. Parekh	- Managing Director
2.	Mr. Manish V. Parekh	- Jt. Managing Director
3.	Mr. Nayan S. Parekh	- Jt. Managing Director
4.	Mr. Paresh B. Mehta	- Chief Financial Officer
5.	Mr. Sagar Mehta	- Company Secretary & Compliance Officer

Ms. Priti P. Dave, Company Secretary & Compliance Officer had resigned on November 15, 2024 and Mr. Sagar Mehta was appointed as Company Secretary & Compliance Officer on February 5, 2025 by the Board of Directors.

There was no change in the composition of the Board of Directors and the Key Managerial Personnel, except as stated above.

The Board expressed its deep sorrow on the passing of Mr. Vamanrai V. Parekh, Chairman Emeritus of the Company and Mr. K.R. Ramamoorthy, Non-Executive Independent Director. The Board acknowledged their visionary leadership and invaluable contributions, which have left a lasting legacy within the Company. The Board expresses its heartfelt gratitude for their dedication and service.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors confirm the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 at the end of the financial year and of the profit of the Company for that period;

(c) that they have 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) that the annual financial statements have been prepared on a going concern basis;

(e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF RISK MANAGEMENT SYSTEMS

The Board of Directors have adopted an Enterprise Risk Management Policy framed by the Company, which identifies the risk and lays down the risk minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Employees/Directors in conformation with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website at www.nilkamal.com .

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

An Internal Complaints Committee has been duly constituted by the Company in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints of sexual harassment.

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company takes continuous efforts to ensure that the Women in our workplace are safe, and have trust in the Organisation to speak up and report to the Internal Complaints Committee if they are faced with any kind of harassment. When employers and employees know the rules and regulations regarding sexual harassment, they are better equipped to identify and prevent it. To ensure this, at the Organisation level the Company is doing the following:

1. Providing awareness trainings to employees (through Bandhan - our partners for employee wellness).

2. New employees are sensitized and educated in matters of Prevention of Sexual Harassment during their Induction. The entire POSH module, the grievance handling mechanism and the ICC members details are shared with all new joinees.

3. Taking appropriate action to address any instances of sexual harassment.

RELATED PARTY TRANSACTIONS

Your Company has formulated a Policy on materiality of dealing with related party transactions and the same has been hosted on its website at https://nilkamal.com/wp-content/uploads/2024/06/Policy-On-Materiality-of-and-Dealing-With- Related-Party-Transactions-1.pdf

In accordance with the provisions of the Companies Act, 2013 and applicable regulations, all related party transactions undertaken by the Company during the financial year were conducted at arms length and in the ordinary course of business.

To ensure transparency and regulatory compliance, all related party transactions were presented to the Audit Committee for their review and approval. Additionally, for transactions of a repetitive nature conducted at arms length in the ordinary course of business, omnibus approval of the Audit Committee was obtained prior to execution.

Further, all transactions with related parties were in strict adherence to the provisions of the Companies Act, 2013 and the rules framed thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companys Policy on materiality in dealing with related party transactions.

During the year under review, there were no transactions for which consent of the Board or Shareholders, as the case may be, was required to be taken in terms of Section 188 of the Act and accordingly, no disclosure is required in Form AOC-2 under Section 134(3)(h) of the Act and rules framed thereunder. Further, there were no material related party transactions in terms of the SEBI Listing Regulations requiring approval of the Members during the year under review. The disclosures on related party transactions for the financial year ended March 31, 2025 is a part of the Annual Report.

Further, pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the stock exchanges within statutory timelines.

TRANSFER TO IEPF

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), the Company had sent individual notices and also advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for past seven consecutive years i.e. for Final Dividend 2016-2017 and Interim Dividend 2017-2018 and thereafter, had transferred such unpaid or unclaimed dividends and corresponding 1,114 equity shares held by 11 shareholders and 1,842 equity shares held by 11 shareholders to the IEPF Authority on October 9, 2024 and January 9, 2025 respectively.

Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforestated IEPF Suspense Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 along with requisite fee as decided by the IEPF Authority from time to time. As on March 31, 2025 total 51,472 equity shares have been transferred to the IEPF authorities.

Further, the Company shall be transferring the unclaimed Dividend for the financial year 2017-2018 (Final) and 20182019 (Interim) to the IEPF Account on or before August 26, 2025 and December 25, 2025 respectively. The Company will transfer the shares on which the dividend has remained unclaimed for a period of seven consecutive years, to the IEPF Suspense Account simultaneously on the same date. The Company will send individual letters to the shareholders for claiming the said dividend and will also advertise the same in the newspapers in accordance to the Rules. Members are therefore requested to ensure that they claim the dividends referred above, before they are transferred to the said Fund.

Details of shares /shareholders in respect of which dividend has not been claimed, are provided on our website at https://nilkamal.com/shares-transferred-to-iepf-suspense-account/. The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure C".

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms a part of the Annual Report.

Further, the disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure D" to this Report.

However, having regard to the provisions of Section 136(1) read with its relevant provision of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

SUBSIDIARIES AND JOINT VENTURES

As on March 31, 2025, your Company has three direct subsidiaries viz, Nilkamal Foundation in India, Nilkamal Eswaran Plastics Private Limited (NEMPL) in Sri Lanka and Nilkamal Crates and Bins - FZE (NCB - FZE) in UAE and one step- down subsidiary viz, Nilkamal Eswaran Marketing Private Limited in Sri Lanka; and one Joint Venture Company which is Cambro Nilkamal Private Limited in India, which is the Indo-US Joint Venture.

Your Company has in accordance with the Listing Regulations adopted the Policy for determining material subsidiaries. The said Policy is available on your Companys website at https://nilkamal.com/wp-content/uploads/2019/01/Policy-on- determining-Material-subsidiaries.pdf

During the year under review, the Companys subsidiaries as well as Joint Venture Company has exhibited a satisfactory performance. Further, Nilkamal Foundation - a Section 8 Company - is the Companys Implementing Agency for undertaking the CSR activities of the Company.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.nilkamal.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.nilkamal.com.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under the regulation 34(2)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations) Requirements, 2015, a Cash Flow Statement is part of the Annual Report 2024-25. Further, the Consolidated Financial Statements of the Company for the financial year 2024-25 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of the audited financial statements of the Company, its subsidiaries and joint venture companies as approved by their respective Boards of Directors.

AWARDS AND CERTIFICATIONS

Your Company has received the following awards/ certifications during the year under review:

• The Company has been awarded with a certificate of compliance from Green Guard and Green Pro for furniture products.

• The Company also been awarded for product certificates like CE certificate, AIOTA certificate for office & educational furniture and GRIHA certificate and IGBC membership.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Companys operations in future.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

Your Company has defined policies and standard operating procedures for the business processes to guide business operations in an ethical and compliant manner. Compliance to these policies is ensured through periodic self-assessment as well as internal and statutory audits. The Company has robust ERP and other supplementary IT systems which are an integral part of internal control framework.

Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors Responsibility Statement contains a confirmation regarding adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

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

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial year 2024-25, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER CONFIRMATIONS

During the year under review, your Company has not issued shares with differential voting rights and sweat equity shares.

Further, your Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

ACKNOWLEDGEMENTS

Your Directors expresses its sincere appreciation for the continued support, trust, and confidence reposed by the Companys shareholders, customers, business partners, and other stakeholders.

We also place on record our deep gratitude to the Companys employees for their dedication, commitment, and hard work, which have been instrumental in driving the Companys performance and growth.

We further acknowledge the valuable guidance and cooperation extended by various regulatory authorities, government departments, financial institutions, and banks during the year.

	For and on behalf of the Board
Place: Mumbai	Sharad V. Parekh
Date: May 14, 2025	Chairman