On Door Concepts Ltd Directors Report

To,

The Members, ON DOOR CONCEPTS LIMITED

Your Directors have pleasure in presenting their 12 th Annual Report on the business and operations of the Company and the Audited Financial Statements (consisting of Balance sheet, Statement of Profit and Loss and Cash Flow Statement) of the Company for the Financial Year ended March 31, 2026.

1. Financial Results

The Company delivered a strong financial performance during the Financial Year ended March 31, 2026, driven by healthy growth in revenue and improved operational efficiency. The total turnover of the Company increased significantly over the previous financial year, reflecting the continued strength of its business operations. The financial highlights for the year are presented below: (Amount in Lakhs)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Turnover	32046.28	27,301.07
Other Income	30.88	7.53
Total Income	32077.16	27,308.60
COGS & Other Expenses	30512.16	26,111.29
Finance Costs	105.91	40.93
Depreciation	395.37	395.53
Profit/(loss) before exceptional items and tax	1063.73	760.85
Exceptional items	-	-
Profit / (loss) before tax	1063.73	760.85
Prior Period Item	0.00	0.00
Tax expense:
Current tax	-	-
Deferred tax Assets	(13.86)	(17.11)
Total tax expense	(13.86)	(17.11)
Profit/(Loss) after tax	1077.59	777.96
Earning per Equity shares
	19.08	13.77
Basic
Diluted	-	-

2. Dividend

Your Directors are pleased to report that the Company has earned a Net Profit of INR 1,077.59 lakhs during the financial year ended March 31, 2026. With a view to conserving resources to support the Companys future growth, expansion plans, and strengthen its financial position, the Board of Directors has decided not to recommend any dividend for the financial year under review.

3. Change in the capital structure of the Company

During the financial year under review, the Company increased its Authorized Share Capital from INRs. 6,50,00,000 (Indian Rupees Six Crore Fifty Lakh Only) to INRs. 10,00,00,000 (Indian Rupees Ten Crore Only). Consequently, Clause V of the Memorandum of Association of the Company relating to the Authorized Share Capital was altered in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. The proposal was approved by the Board of Directors at its meeting held on May 28, 2025 and subsequently approved by the shareholders at the Extraordinary General Meeting held on June 27, 2025.

4. Reserves

During the Financial Year ended March 31, 2026 the Company has not transferred any amount to the General Reserve.

5. Transfer to Investor Education and Protection Fund

During the period under review, there is no amount of unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

6. Brief description of the Companys working during the year and future outlook

During the financial year under review, the Company continued to strengthen its presence in the retail sector and remained engaged in the retailing of household and consumer products through a combination of e-commerce platform, company-owned departmental stores and B2C operations, along with franchise stores across multiple cities in Madhya Pradesh.

The Company delivered very good performance during the year. Revenue from operations increased to 320.46 Crore during the financial year ended 31 st March 2026, as compared to 273.01 Crore in the previous financial year, registering a growth of approximately 17.38% in the topline of the Company . The Company reported Profit after tax for the year of 10.78 Crore, as against 7.78 Crore in the previous year, registering a growth of approximately 38.56% in the bottom line of the Company. The performance reflects the Companys continued focus on strengthening its retail operations, expanding its customer base and improving operational efficiency.

During the year, the Company continued to focus on efficient inventory management, strengthening its distribution and retail network, enhancing customer experience and leveraging its multi-channel business model. The Company also continued to maintain a balanced approach towards operational growth and financial discipline.

Future Outlook

The Company remains focused on building a sustainable and scalable retail business by strengthening its presence across existing markets and exploring opportunities for expansion into new geographies. Going forward, the Company intends to leverage its e-commerce, company-owned store and franchise-led business models to increase its market reach and customer base.

The Company will continue to focus on enhancing operational efficiency, improving supply-chain and inventory management, expanding its retail and franchise network, strengthening its digital capabilities and providing greater value and convenience to customers. The Company believes that continued focus on these areas, together with prudent financial management and disciplined execution, will support sustainable growth and long-term value creation for its stakeholders.

The management remains cautiously optimistic about the future prospects of the Company and is committed to pursuing growth opportunities while maintaining operational discipline and strengthening the Companys overall business fundamentals.

7. Change in the nature of business

During the year under review, there has been no change in the nature of the business of the Company.

8. Listing on SME Platform

Your Company is listed on the SME Platform of NSE (EMERGE) since November 01, 2023. Being a SME-listed company, corporate governance provisions under Regulation 15(2) of SEBI (LODR) Regulations, 2015 are not mandatory.

The Company has duly paid the applicable Annual Listing Fees for the Financial Year 2026-27 to the Stock exchange where its equity shares are listed and has ensured compliance with all the applicable listing regulations.

09. Dematerialization of Shares

As on March 31 2026, all Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The breakup of the equity shares held in dematerialized and physical form as on March 31, 2026 are as follows:

MODE	SHARES	% TO CAPITAL
NSDL	3742600	66.26
CDSL	1906012	33.74
Physical	0	0
Total	5648612	100.00

The ISIN No. allotted to the Company is INE00ER01015 and Registrar and Share Transfer Agent is BIGSHARE SERVICES PRIVATE LIMITED .

10. Material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Company hereby discloses that subsequent to the close of the financial year and up to the date of this Report, the following material changes and commitments affecting the financial position of the Company have occurred:

1. The Company allotted 13,51,900 Equity Shares of face value of INRs 10.00 each at an issue price of INR. 156.00 per equity share (including a premium of INRs 146.00 per equity share) on a preferential basis to identified non-promoter investors, aggregating INRs. 21.09 Crores in the Board Meeting held on 18.06.2026. The equity shares have since been listed and admitted to trading on NSE EMERGE with effect from July 20, 2026, pursuant to receipt of the necessary approvals.

2. The Company also allotted 20,00,000 convertible warrants on a preferential basis at an issue price of INRs. 156.00 per warrant (including a premium of INRs. 146.00 per warrant) in the Board Meeting held on 09.07.2026, each warrant being convertible into one equity share of face value of INRs. 10.00/- within a period of 18 months from the date of allotment, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

These capital-raising initiatives are expected to strengthen the Companys capital base, enhance financial flexibility, and support its long-term growth and expansion plans.

Except as disclosed above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

The Company continues to operate its business in the ordinary course and remains financially stable. Any developments or strategic decisions made during this period are in line with the Companys long-term objectives and have not adversely impacted its financial position.

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

12. Risk Management

The Company recognizes that effective risk management is integral to achieving sustainable growth and safeguarding the interests of its stakeholders. Accordingly, the Company has established a structured framework for identifying, assessing, monitoring and mitigating various risks associated with its business operations and strategic objectives.

The Company has a Risk Management Policy in place, which provides a structured approach for identification and evaluation of key risks, assessment of their potential impact, implementation of appropriate mitigation measures and periodic monitoring of risk factors. The Policy enables the Company to proactively address risks and uncertainties while supporting informed decision-making and sustainable business growth.

The Risk Management Policy aims to enhance risk awareness across the organization and enables the Company to proactively manage operational, financial, strategic and other business-related risks while supporting informed decision-making and long-term value creation.

Further, pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement for constitution of a Risk Management Committee is applicable to the top 1000 listed entities and a high value debt listed entity.

Since the Company does not fall within the category of entities to which the provisions of Regulation 21 are applicable, constitution of a Risk Management Committee is not mandatory for the Company. However, the Company continues to strengthen its internal processes and governance framework to effectively identify and manage risks associated with its business activities.

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has established and maintained an adequate system of Internal Financial Controls commensurate with the size, scale and complexity of its operations. The internal control framework is designed to provide reasonable assurance regarding the reliability and integrity of financial reporting, compliance with applicable laws, rules and regulations, safeguarding of assets, prevention and detection of frauds and errors, and the overall effectiveness and efficiency of business operations.

During the financial year under review, the adequacy and effectiveness of the Internal Financial Controls were evaluated periodically and testing carried out by the Internal Auditors and Statutory Auditors of the Company. Based on such assessments, no material weaknesses were identified in the design or operating effectiveness of the internal financial control systems.

The Companys internal control systems and procedures facilitate orderly conduct of operations, proper authorization and recording of transactions, protection and optimum utilization of resources, maintenance of accurate and complete accounting records, and timely preparation of reliable financial information.

The Audit Committee and the Board of Directors periodically review the adequacy, effectiveness and implementation of the internal control framework and provide necessary guidance to ensure continuous improvement and strengthening of internal controls in line with the evolving requirements of the business environment.

14. Deposits

The details relating to deposits, covered under Chapter V of the Act, -

(a) Accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: NIL

As at the end of the financial year under review, the Company had outstanding borrowing comprising secured loan from Financial Institutions i.e. Tata Capital Limited and RBL Bank amounting to INRs. 851.77 Lakhs and unsecured loans amounting to INRs. 167.74 Lakhs from OXYZO Financial Services Limited and the related parties respectively.

The aforesaid borrowings have been utilized for the business requirements of the Company and are accounted for in accordance with the applicable provisions of the Companies Act, 2013 and the relevant accounting standards.

15. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure I and is incorporated herein by reference and forms an integral part of this report.

16. Auditors and Auditors Report

Statutory Auditors & their report

M/s B.C.P. Jain & Co., Chartered Accountants, Bhopal (Firm Registration No. 000802C), were appointed as the Statutory Auditors of the Company at the 11 th Annual General Meeting held on September 26, 2025, to hold office for a term of five consecutive years, from the conclusion of the said Annual General Meeting till the conclusion of the 16 th Annual General Meeting of the Company.

The Statutory Auditors have audited the books of accounts and financial statements of the Company for the financial year ended March 31, 2026 and have issued their report thereon. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, during the financial year under review, no instance of fraud has been reported by the Statutory Auditors to the Audit Committee or the Board of Directors under the provisions of the Companies Act, 2013.

The Auditors Report, along with the notes forming part of the financial statements, is self-explanatory and does not require any further comments or explanations from the Board of Directors as referred to under Section 134 of the Companies Act, 2013.

Cost Auditors & their report:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and other applicable rules and provisions, if any, the requirement of Cost Audit is not applicable to the Company.

Secretarial Auditors & their report :

Pursuant to section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing the secretarial audit report in Form MR-3 accordingly M/s Piyush Bindal & Associates appointed as Secretarial Auditors of the Company and further was re-appointed for the term of 5 years in their 11 th AGM of the Company. The Secretarial Audit Report for the financial year ended March 31, 2026, as required under Section 204 of the Act is annexed with this Annual Report. The Secretarial Auditors Report for financial year 2025-26 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors Report is enclosed as Annexure II to the Boards report, which forms part of this Integrated Annual Report.

Internal Auditors:

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Further, pursuant to Section 138(1) of the Companies Act, 2013 the Board appointed M/s. Akash Saxena & Co., Chartered Accountants (Firm Reg. No. 028465C) on May 28, 2025 to act as an Internal Auditor of the Company for the Financial Year 2025-26.

17. Performance and financial position of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2026, the Company does not have any Subsidiaries/Associate Companies and has not entered into a joint venture with any other Company and accordingly, the requirement of furnishing Form AOC-1 for the financial year ended March 31, 2026 is not applicable.

18. Corporate Governance Report

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V is not applicable to companies listed on the SME Platform.

Accordingly, the Report on Corporate Governance is not required to be furnished by the Company for the financial year under review. Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices. However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied within the period of 6 months.

19. Share Capital

A) Issue of equity shares with differential rights

As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

C) Issue of employee stock options

As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

D) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

20. Weblink of the Annual return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Company maintains a functional website at www.ondoor.com . The Annual Return of the Company for the financial year ended March 31, 2026 , as required under the provisions of the Companies Act, 2013, shall be made available on the website of the Company after filing the same with the Registrar of Companies, Ministry of Corporate Affairs .

21. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as required to furnish for the year 2025-26 are under:

S.No. Particulars	Comments
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy;	In view of business activities, the Company is not a manufacturing Company and using very less power for its business activities hence it is not beneficial for the interest of the company to take substantial steps for the conservation of energy.
(ii) the steps taken by the Company for utilizing alternate sources of energy;
(iii) the capital investment on energy conservation equipments

S. No. Particulars	Comments
(B) Technology absorption
(i) the efforts made towards technology absorption	The Company uses latest technology and equipment in its business. Further, the Company is not engaged in any manufacturing activity
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Develop ment	No expenditure incurred on Re- search & Development during the year.
(C) Foreign exchange earnings and Outgo	Inflow	Out Flow
The Foreign Exchange earned in terms of actual in- flows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	0.00	0.00

22. Board of the Company

A) Board of Directors and Key Managerial Personnel

The Company has following Directors as on date of this report:

S. No Name of Director	Designation	Date of Appointment on Current Designation	DIN
1 Mr. Narendra Singh Bapna	Chairman and Managing Director	08.05.2023	03201953
2 Mr. Pramod Ramdas Ingle	Whole Time Director	08.05.2023	03201939
3 Mrs. Vaishali Pramod Ingle	Executive Director	13.04.2023	07022154
4 Mr. Ratnakar Venkappa Rai	Independent Director	08.05.2023	00126309
5 Mrs. Shivani Shivshankar Tiwari	Independent Director	08.05.2023	09359208
6 Mrs. Shalini Agrawal	Independent Director	13.03.2026	11557287

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

During the Financial Year 2025-26, following changes took place in the composition of the Board of Directors of the Company:

1. Cessation of Independent Director:

Mrs. Sangita Bhamesh Kamble (DIN: 10130251) ceased to be a Director in the category of Independent Director of the Company with effect from October 08, 2025.

2. Appointment of Additional Independent Director:

Mrs. Shalini Agrawal (DIN: 11557287) was appointed as an Additional Director in the category of Independent Director of the Company by the Board of Directors at its meeting held on March 13, 2026, subject to the approval of the Members of the Company.

Changes subsequent to the closure of the financial year:

(a) Regularization of Additional Independent Director:

The appointment of Mrs. Shalini Agrawal (DIN: 11557287) as an Independent Director was approved by the Members of the Company at the Extraordinary General Meeting held on May 15, 2026, whereby she was designated as an Independent Director of the Company.

Further, pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company during the period under review are: -

S. No Name of Director	Designation
1 Mrs. Vaishali Bakliwal	Company Secretary (CS) & Compliance Officer
2 Mr. Rahul Gurmalani	Chief Financial Officer (CFO)

B) Constitution of the Board of directors and their meetings

(a) Constitution of the Board

The Board of Directors of the Company comprises an appropriate mix of Executive and Non-Executive Directors, including Independent Directors, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to companies listed on the SME Platform as on March 31, 2026, the Companys Board comprises of 6 (Six) Directors, comprising of Three Executive Director and Three Non-Executive Independent Directors including Women Independent Director.

The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time. The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills experience, expertise, diversity, and Independence. The Board provides leadership, strategic guidance, an objective and independent view to the Companys management while discharging its fiduciary duties, thereby ensuring that the management adheres to the high standards of ethics, transparency, and disclosure.

(b) Meetings of the Board

The Board meets at regular intervals to discuss Company operations apart from other Board business. The Board continues to guide the Company with strategic insight, sound governance, and accountability, in line with its commitment to long-term stakeholder value creation.

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

During the Financial Year 2025-26, the Board met 4 (Four) times as per Section 173 of the Companies Act, 2013 which is summarized below and the maximum interval between any two meetings did not exceed 120 days.

S. No Date of Board Meeting	Board Strength	No. of Directors Present	No. of Director Absent
1 28.05.2025	6	6	0
2 28.08.2025	6	4	2
3 14.11.2025	5	4	1
4 13.03.2026	5	5	0

And the company conducted 11 th Annual General Meeting on September 26, 2025 for passing the shareholders resolution on various matters.

Attendance details of Directors during the Financial Year ended March 31, 2026 are given below:

Name of the Directors	Category	No. of Board Meetings required to attend for FY 2025-26	Number of Board Meetings attended
Mr. Narendra Singh Bapna	Chairman & Managing Director	4	4
Mr. Pramod Ramdas Ingle	Whole Time Director	4	3
Mrs. Vaishali Pramod ingle	Executive Director	4	2
Mrs. Sangita Bhamesh Kamble	Independent Director	2	2
Mrs. Shivani Shivshankar Ti- wari	Independent Director	4	4
Mr. Ratnakar Venkappa Rai	Independent Director	4	4
Mrs. Shalini Agrawal (ap- pointed w.e.f. 13.03.2026)	Independent Director	0	0

(c) Directors seeking re-appointment

In terms of the provisions of the Companies Act, 2013, Mr. Narendra Singh Bapna (DIN: 03201953) , Chairman & Managing Director of the Company will retire by rotation and being eligible, offer himself for reappointment at the forthcoming 12 th Annual General Meeting.

The Board recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under the secretarial standards and required under Regulation 36(3) of Listing Regulations, 2015 are included as annexure in the Notice of forthcoming 12 th Annual General Meeting of the Company.

(d) Separate Meeting of Independent Director: Board Evaluation and Discussions with Independent Director

Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Boards policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. During the Financial Year 2025-26, 1(One) meeting of Independent Director was held on March 13, 2026 and had reviewed the performance of the Board as a whole.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and the Directors expressed their satisfaction with the evaluation process.

(e) Declaration by Independent Director

During the Financial Year 2025-26, the Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (Including the proficiency of the independent director as ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of Section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfil the conditions specified under the Companies Act, 2013.

Further, as per the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time, the declaration received from the Independent Directors of the Company related to Online Proficiency Self-Assessment Test.

(f) I nformation available for the members of the Board

The Board has complete access to any information within the Company, The Company has provided inter alia following informations and discussed the matters:

Financial results for the Company;

Minutes of meeting of the Board.

Periodic compliance reports which includes non-compliance, if any,

Disclosure of Interest received from Directors;

Related party transactions;

Regular business updates;

Report on action taken on last Board Meeting decisions;

Various Policies of the Board

Discussion with the Auditors.

23. Committees of the Board

In terms of the Companies Act, 2013, your Company has already constituted the following Committees of the Board: i. Audit Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee iv. Executive Committee of Board

i. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of the Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Section 177 of the Companies Act, 2013 (Act).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provision of Section 177 of the Companies Act, 2013. All the members of the committee are financially literate. During the Financial Year 2025-26, 4 (Four) meetings were held, the dates of which are 28.05.2025, 28.08.2025, 14.11.2025 and 13.03.2026. The following is the composition of the Audit Committee:

Sr. No Name of Director	Category	Position in Committee	Number of Meetings Attended
1. Mr. Ratnakar Venkappa Rai (DIN: 00126309)	Independent Director	Chairman	4
2. Mrs. Shivani Shivshankar Tiwari (DIN: 09359208)	Independent Director	Member	4
3. Mrs. Sangita Bhamesh Kamble (DIN: 10130251 - ceased to be member of the Committee w.e.f 08.10.2025)	Independent Director	Member	2
3. Mrs. Shalini Agrawal (DIN:11557287 - appointed w.e.f. 13.03.2026)	Independent Director	Member	0

ii. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of the Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Section 178 of the Companies Act, 2013 (Act).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provisions of section 178 of the Companies Act, 2013. The Policy is available on the website of the Company. During the year ended, 3 (Three) meeting of the Committee were held on August 28, 2025, Novem-ber 14, 2025 and March 13, 2026 The following is the composition of the Nomination and Remuneration Committee

Sr. No Name of Director	Category	Position in Committee	Number of Meetings Attended
1. Ms. Shivani Shivshankar Tiwari (DIN: 09359208)	Independent Director	Chairperson	3
2. Mr. Ratnakar Venkappa Rai (DIN: 00126309)	Independent Director	Member	3
3. Ms. Sangita Bhamesh Kamble (DIN: 10130251 - ceased to be member of the Committee w.e.f 08.10.2025)	Independent Director	Member	1
4. Mr. Narendra Singh Bapna (DIN: 10130251 - ceased to be member of the Committee w.e.f 13.03.2026)	Managing Director	Member	1
4. Mrs. Shalini Agrawal (DIN:11557287 - appointed w.e.f. 13.03.2026)	Independent Director	Member	0

iii. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of the Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Section 178 of the Companies Act, 2013 (Act).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provisions of section 178 of the Companies Act, 2013. During the year ended, 1(One) meeting of the Committee was held on May 28, 2025. The following is the composition of the Stakeholders Relationship Committee:

Sr. No Name of Director	Category	Position in Committee	Number of Meetings At- tended
1. Ms. Shivani Shivshankar Tiwari (DIN: 09359208)	Independent Director	Chairperson	1
2. Ms. Sangita Bhamesh Kamble (DIN: 10130251 - ceased to be member of the Committee w.e.f. 08.10.2025)	Independent Director	Member	1
3. Mr. Narendra Singh Bapna (DIN: 03201953)	Managing Director	Member	1
4. Mrs. Shalini Agrawal (DIN:11557287 - appointed w.e.f. 13.03.2026)	Independent Director	Member	0

The details of complaints received and resolved during the Financial Year ended March 31, 2026 are given in the table below:

Particulars	Number of Complaint
Investor Complaints:
Opening as on April 01, 2025	0
Received during the Year	0
Resolved during the Year	0
Closing as on March 31, 2026	0

iv. Executive Committee:

The Executive Committee of the Board was set up in the Board Meeting of March 09, 2024 to handle urgent matters that require consideration outside of regular board meetings. The Executive Committee is headed by the Managing Director (MD) with other Functional Directors as Members and ensure day-to-day operations of the Company within the Board approved framework including strategic management of the Companys businesses, supervise and monitor implementation of business plans, formulate, and implement control systems, urgent decision-making, guiding top management, daily operations, compliance, and crisis leadership.

During the Financial Year 2025-26, 1 (One) meeting was held on 20.06.2025. The following is the composition of the Executive Committee:

Sr. No Name of Director	Category	Position in Committee	Number of Meetings Attended
1. Mr. Narendra Singh Bapna (DIN: 03201953)	Chairman and Man- aging Director	Chairman	3
2. Mr. Pramod Ramdas Ingle (DIN: 03201939)	Whole Time Director	Member	3
3. Mrs. Vaishali Pramod Ingle (DIN: 07022154)	Executive Director	Member	3

24. Code for Prohibition of Insider Trading

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 (Code) for prohibition of insider trading in the securities of the Company to curb the practice for dealing in the securities while possessing Unpublished Price Sensitive Information (UPSI) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

25. Code of Conduct

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

26. Details of establishment of vigil mechanism for directors and employees

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, no whistle blower complaint has been received during the Financial Year 2025-26. The Policy is available on the website of the Company.

27. Corporate Social Responsibility (CSR)

Our Company is committed to discharging its social responsibilities as a responsible corporate citizen and to contributing towards the social and economic development of the communities in which it operates.

The provisions of Section 135 of the Companies Act, 2013 became applicable to the Company with effect from April 1, 2024, based on the financial performance of the Company for the preceding financial years.

Accordingly, the Company has formulated and adopted a Corporate Social Responsibility (CSR) Policy in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

In accordance with Section 135(9) of the Companies Act, 2013, since the amount required to be spent by the Company towards CSR activities does not exceed the prescribed threshold of INRs. 50.00 Lakh, constitution of a separate CSR Committee is not required and the functions of the CSR Committee are being discharged by the Board of Directors.

CSR Obligation for the Financial Year 2025 26

Based on the average net profit of the Company for the three immediately preceding financial years, calculated in accordance with the applicable provisions of the Companies Act, 2013, the CSR obligation of the Company for the Financial Year 2025 26 was INRs. 8.60 Lakhs. Accordingly, the Company was required to spend INRs. 8.60 lakh towards CSR activities during the Financial Year 2025 26.

CSR Expenditure and Unspent Amount

During the year under review, the Company undertook a process of identifying, evaluating and assessing suitable CSR initiatives and implementing agencies in accordance with its CSR Policy and the activities specified under Schedule VII to the Companies Act, 2013. The Company endeavored to identify projects which would ensure meaningful, sustainable and effective utilization of the CSR funds and create a positive impact on the intended beneficiaries.

However, despite the efforts undertaken during the year, the Company could not finalize a suitable CSR project or implementing agency during the Financial Year 2025 26 which, in the considered view of the Board, met the Companys CSR objectives and the applicable statutory requirements. Accordingly, no amount was spent towards CSR activities during the year and the entire CSR obligation of INRs.8.60 lakh remained unspent as at March 31, 2026.

The Board remains committed to undertaking CSR initiatives in a structured and purposeful manner and shall continue to identify and evaluate suitable CSR projects in accordance with the Companys CSR Policy and the provisions of the Companies Act, 2013.

Since the unspent CSR amount does not pertain to any ongoing CSR project, the Company shall transfer the unspent amount of 8.60 lakh to a Fund specified in Schedule VII to the Companies Act, 2013, within the period prescribed under Section 135(5) of the Companies Act, 2013.

The requisite disclosures relating to the CSR obligation, CSR expenditure and the unspent CSR amount are provided in the Annual Report on CSR Activities as Annexure-III forming part of this Annual Report.

28. Particulars of loans, guarantees or investments under Section 186

The company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the financial year under review.

29. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188

All the related party transactions that were entered into during the financial year ended March 31, 2026 were on arms length basis and were in the ordinary course of business and have been noted through resolutions. Therefore, the provisions of Section 188 were complied with during the year under review and there were no material contract and arrangements entered by the Company with its related parties not on arms length basis and therefore, no details are required to be mentioned in the Form AOC-2.

30. Particulars of employees and related disclosures

Disclosures under Section 197(12) of the Companies Act, 2013 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of remuneration drawn during the financial year 2025-26, by Directors and Key Managerial Personnel is annexed to the Boards report as

Annexure-IV .

However, none of the employee was in receipt of remuneration exceeding INRs. 102.00 Lakhs or more per annum or INRs. 8.50 Lakhs per month or more during the Financial Year 2025-26, therefore details of top ten employees are not required to be annexed with.

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Further, during the year under review, no complaints were received, nor are any complaints pending for more than ninety days or outstanding for redressal as on March 31, 2026 under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 in respect of the Company.

32. Compliances with the Provisions of the Maternity Benefit Act,1961

The Companys Maternity Benefit Policy has been formulated to provide a structured framework for extending maternity and related benefits to eligible women employees and to promote a supportive work environment.

During the year under review, there have been no instances requiring reporting under the said Act, and the Company remains committed to ensuring full compliance with the applicable provisions in letter and spirit.

33. Compliances of Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

34. General Disclosure

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Provisions dealing with purchase of its own shares by a company, Provisions governing Issue of Sweat Equity and Employees Stock Options Scheme, issue of shares with differential voting rights etc. regulated by the Act under Companies (Share Capital & Debentures) Rules, 2014.

b. There were no application made during the year and there were no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) at the end of the financial year. c. As there was no settlement that has been made with any Banks or financial Institutions during the year therefore, there is no requirement of reporting the required information as per the Section 134(3) and the rules made thereunder.

35. Directors Responsibility Statement

Pursuant to the requirement under clause ( c ) of sub-section ( 3 ) of Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement the Directors confirm that:

(a) In the preparation of the annual accounts, 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 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review.

(e) The directors had prepared the annual accounts for the Financial Year ended March 31, 2026 on a going concern basis; and

(f) 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.

36. Acknowledgements

The Company is grateful and would like to thank its customers, shareholders, debentures holders, suppliers, financial institutions, bankers, auditors, company secretary, Central and State Governments for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS ON DOOR CONCEPTS LIMITED

Sd/-	Sd/-
MR. NARENDRA SINGH BAPNA	MR. PRAMOD RAMDAS INGLE
CHAIRMAN & MANAGING DIRECTOR	WHOLE TIME DIRECTOR
DIN:03201953	DIN:03201939
PLACE: BHOPAL
DATE: 01.09.2026