On Door Concepts Ltd Directors Report

To,

The Members,

ON DOOR CONCEPTS LIMITED

Your Directors have pleasure in presenting their 11^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, 2025.

1. Financial Results

The Financial performance of the Company for the Financial Year ended March 31, 2025 has been considerably good since the total turnover of the Company as compared to previous financial year increased significantly. The operating results of the Company for the Financial Year ended March 31, 2025 are as under:

PARTICULARS	Year ended March 31, 2025	Year ended March 31, 2024
Turnover	27,301.07	23,351.54
Other Income	7.53	0.40
Total Income	27,308.60	23,351.94
COGS & Other Expenses	26,111.29	22,402.62
Finance Costs	40.93	8.76
Depreciation	395.53	406.02
Profit/(loss) before exceptional items and tax	760.85	534.53
Exceptional items	-	(5.53)
Profit / (loss) before tax	760.85	529.00
Prior Period Item	0.00	0.00
Tax expense:
Current tax	-	-
Deferred tax Assets	(17.11)	(76.79)
Total tax expense	(17.11)	(76.79)
Profit/(Loss) after tax	777.96	605.79
Earning per Equity shares	13.77	10.72
Basic
Diluted	-	-

2. Dividend

Your directors inform you that your company has posted a Net Profit of INRs. 777.96 lakhs for the year and in order to conserve the financial resources for further growth and aiding the financial

resources, your Directors have decided, not to recommend any dividend for the financial year ended on March 31, 2025.

3. Change in the capital structure of the Company

During the period under review, there has been no change in the Capital Structure of the Company. However after the close of the financial year, the Board of Directors at its meeting held on May 28, 2025, had approved an increase in the authorized share capital of the Company from INRs.

6.50.00. 000 (Rupees Six Crore Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs) equity shares of INRs. 10/- each to INRs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 100,00,000 (One Hundred Lakhs) Equity Shares of INRs. 10/- (Rupees Ten) each by creation of additional

35.00. 000 (Thirty Five Lakhs) equity shares of INRs. 10/-(Rupees Ten) each to facilitate capital raising in the future and the business expansion and the same was also approved by the shareholders through an Ordinary Resolution passed at the Extra-ordinary meeting of the Company held on June 27, 2025. Accordingly, Clause V of the Memorandum of Association was altered to reflect the revised authorized share capital of the Company.

There were no other changes in paid-up equity share capital as on March 31, 2025, which stood at INRs. 5,64,86,120 comprising 56,48,612 equity shares of INRs. 10 each.The Company has not made any issue of shares or allotment of shares during the year under review.

4. Reserves

During the Financial Year ended March 31, 2025 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 Performance of the Company:

Your Companys financial performance for the financial year under review showed a substantial improvement and has been encouraging. During the financial year under review, the Company has achieved a gross turnover of INRs. 27,301.07 Lakhs in comparison to previous years turnover of INRs. 23351.54 Lakhs. It represented an increase of 16.91% over the previous year. Your Company has earned a PAT of INRs. 777.96 Lakhs as against previous years PAT of INRs. 605.79 Lakhs.

The Financial Year 2024-25 has been an important year for the Company from the point of view of getting good business prospects and transforming the prospects into the revenues. The Company continues to operate in the retail segment through its stores and e-commerce platforms, engaged in

B2B sales and is actively exploring growth opportunities within the B2B segment. It has registered a growth of 16.91% in revenue and 28.42% in profit after tax over the previous year, indicating robust business performance and cost management.

Future Outlook:

Your Company is optimistic about its growth in the coming years. The organized retail and grocery segment in India is growing steadily, and consumer preferences are shifting toward convenient and value-driven shopping through online and offline channels.

Management anticipates maintaining the growth trajectory with similar year-on-year improvement in both revenue and profitability metrics through:

• Expanding high-margin product categories.

• Leveraging economies of scale to improve profitability margins.

• Conservative capital allocation and prudent financial planning.

The Company is actively evaluating new store openings and expansion opportunities, with the objective of consolidating its market presence. The Company remains focused on sustainable and profitable growth.

On Door Concepts Limited is confident of achieving higher performance in the future.

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 2025-26 to the Stock exchange where its equity shares are listed and has ensured compliance with all the applicable listing regulations.

09. Utilization of IPO Proceeds

The Company has utilized the IPO proceeds during the financial year 2023-24 and there are no deviation(s) or variation(s) in respect of the utilization of the proceeds of the Initial Public Offer by the Company as per Regulation 32(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and has submitted the Statutory Auditors Certificate on the utilization of IPO proceeds to the Exchange on November 14, 2024.

10. Dematerialization of Shares

As on March 31 2025, 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, 2025 are as follows:

MODE	SHARES	% TO CAPITAL
NSDL	4093400	72.47
CDSL	1555212	27.53
Physical	0	0
Total	5648612	100

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

11. 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 Board confirms that there have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the Financial Year i.e., March 31, 2025, 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 longterm objectives and have not adversely impacted its financial position.

12. 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.

13.Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the organization.

The Company does not fall under the ambit of the top 500 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance

under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable on the Company.

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

The Company has in place an adequate internal financial control system commensurate with the size, scale, and complexity of its operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, compliance with applicable laws and regulations, and the effectiveness and efficiency of operations.

During the year under review, the internal financial controls were tested and evaluated by both internal and statutory auditors. No material weaknesses in the design or operation of controls were observed. The systems and procedures adopted by the Company ensure orderly and efficient conduct of its business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial statements.

The Audit Committee and the Board of Directors periodically review the adequacy and effectiveness of the internal control systems and take appropriate steps to strengthen them further as required.

15. 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 year under review, the Company has outstanding balance of secured loan from Financial Institutions amounting to INRs. 910.00 Lakhs and unsecured loan amounting to INRs. 192.80 Lakhs from OXYZO Financial Services Limited and the related parties respectively.

16. 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.

17. Auditors and Auditors Report Statutory Auditors & their report

M/s B.C.P. Jain & Co., Chartered Accountants, Bhopal (ICAI Firm Registration Number 000802C) were appointed as the Statutory Auditors of the Company at the 06^th Annual General Meeting held on

December 31, 2020 for a term of 5 Years. The Company proposed to re-appoint them to hold office for second term of 5 years from the conclusion of this Annual General Meeting till the conclusion of Sixteenth Annual General Meeting of the Company subject to approval by the members at the upcoming Annual General Meeting of the Company.

The Company has received a written consent from M/s B.C.P. Jain & Co. along with a certificate confirming that their re-appointment, if made, would be in accordance with the provisions of Section 139 read with Section 141 of the Companies Act, 2013.

M/s B.C.P. Jain & Co. Chartered Accountants, have audited the books of accounts of the Company for the Financial Year ended March 31, 2025 and have issued the Auditors Report thereon. There are no qualifications, or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditors Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

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 have been appointed as Secretarial Auditors of the Company. The Secretarial Audit Report for the financial year ended March 31, 2025, as required under Section 204 of the Act is annexed with this Annual Report. The Secretarial Auditors Report for fiscal 2025 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, the Board appointed M/s. Akash Saxena & Co., Chartered Accountants (Firm Reg. No. 028465C) on May 29, 2024 to act as an Internal Auditor of the Company for the Financial Year 2024-25.

18.Performance and financial position of Subsidiarv/Joint Ventures/Associate Companies

The Company does not have any Subsidiaries/Associate Companies and has not entered into a joint venture with any other Company.

19. 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.

20 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.

21. Weblink of the Annual return

As per Section 92(3) of the Companies Act, 2013, the Company is having website “www.ondoor.com” and the Annual Return for the Financial Year 2024-25 will be placed on its website after filing of the same done with Registrar of Companies, Ministry of Corporate Affairs.

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

The particulars as required to furnish for the year 2024-25 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
(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 Development	No expenditure incurred on Research & Development during the year.
(C) Foreign exchange earnings and Outgo	Inflow	Out Flow
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	0.00	0.00

23. 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 Ingle	Executive Director	13.04.2023	07022154
4 Mr. Ratnakar Venkappa Rai	Independent Director	08.05.2023	00126309
5 Mrs. Sangita Bhamesh Kamble	Independent Director	08.05.2023	10130251
6 Mrs. Shivani Shivshankar Tiwari	Independent Director	08.05.2023	09359208

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 2024-25, there were no changes took place in the composition of the Board.

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, 2025, the Companys Board comprises of 6 (Six) Directors, comprising of Three Executive Director and Three Non-Executive Independent Directors.

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 2024-25, 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.

Date of Board Meeting	Board Strength	No. of Directors Present	No. of Director Absent
29.05.2024	6	6	0
29.08.2024	6	6	0
14.11.2024	6	6	0
13.03.2025	6	6	0

And the company conducted 10^th Annual General Meeting on September 30, 2024 for passing the shareholders resolution on various matters.

Attendance details of Directors during the Financial Year ended March 31, 2025 are given below:

Name of the Directors	Category	Number of Board Meetings attended
Mr. Narendra Singh Bapna	Chairman & Managing Director	4
Mr. Pramod Ramdas Ingle	Whole Time Director	4
Mrs. Vaishali Pramod ingle	Executive Director	4
Mrs. Sangita Bhamesh Kamble	Independent Director	4
Mrs. Shivani Shivshankar Tiwari	Independent Director	4
Mr. Ratnakar Venkappa Rai	Independent Director	4

(c) Directors seeking re-appointment

In terms of the provisions of the Companies Act, 2013, Mrs. Vaishali Pramod Ingle (DIN: 07022154), Executive Director of the Company will retire by rotation and being eligible, offer herself for reappointment at the forthcoming 11^thAnnual 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 11^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 2024-25, 1(One) meeting of Independent Director was held on March 13, 2025 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 2024-25, 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 selfassessment 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) Information 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.

24. 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 2024-25, 4(Four) meetings were held, the dates of which are29.05.2024, 29.08.2024, 14.11.2024 and13.03.2025. The following is the composition of the Audit Committee:

Sr. No Name of Director	Category	Position in Committee	Number of Meetings Attended
1. Mr. RatnakarVenkappa Rai (DIN: 00126309)	Independent Director	Chairman	4
2. Ms. ShivaniShivshankar Tiwari (DIN: 09359208)	Independent Director	Member	4
3. Ms. SangitaBhameshKamble (DIN: 10130251)	Independent Director	Member	4

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, 1(One) meeting of the Committee was held on August 29, 2024. 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	1
2. Mr. Ratnakar Venkappa Rai (DIN: 00126309)	Independent Director	Member	1
3. Ms. Sangita Bhamesh Kamble (DIN: 10130251)	Independent Director	Member	1

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 29, 2024. The following is the composition of the Stakeholders Relationship Committee:

Sr. No Name of Director	Category	Position in Committee	Number of Meetings Attended
1. Ms. Shivani Shivshankar Tiwari(DIN: 09359208)	Independent Director	Chairperson	1
2. Ms. Sangita Bhamesh Kamble(DIN: 10130251)	Independent Director	Member	1
3. Mr. Narendra Singh Bapna (DIN: 03201953)	Managing Director	Member	1

The details of complaints received and resolved during the Financial Year ended March 31, 2025 are given in the table below:

Particulars	Number of Complaint
Investor Complaints:
Opening as on April 01, 2024	0
Received during the Year	0
Resolved during the Year	0
Closing as on March 31, 2025	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 2024-25, 3(Three) meetings were held, the dates of which are 13.05.2024, 31.12.2024 and 07.03.2025.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 Managing Director	Chairman	3
2. Mr. Pramod Ramdas	Whole Time Director	Member	3
Ingle(DIN: 03201939)
3. Mrs. Vaishali Pramod Ingle(DIN: 07022154)	Executive Director	Member	3

25. 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].

26. 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.

27. 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 2024-25. The Policy is available on the website of the Company.

28. Corporate Social Responsibility (CSR)

Your Company is committed to discharging its social responsibilities as a good corporate citizen.

The provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company in the previous financial years. However, based on the audited financial statements for the Financial Year 2023-24, the increase in the Companys net profits triggered the applicability of Section 135 of the Companies Act, 2013 with effect from April 1, 2024.

Consequently, the CSR Policy indicating the activities to be undertaken by the Company has been approved by the Board at its meeting held on August 29, 2024.In accordance with Section 135(9) of the Companies Act, 2013, since the CSR obligation of the Company does not exceed the prescribed threshold, the constitution of a CSR Committee is not required.

As per average net profit of the Company calculated as per the applicable provisions of the Companies Act, 2013, the Company was not required to spend any amount towards CSR activities during the Financial Year 2024-25. Therefore, Annual Report on CSR activities is not required to be annexed and does not form an integral part of this Report.

29. 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.

30. 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, 2025 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 FormAOC-2.

31. 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 2024-25, by Directors and Key Managerial Personnel is annexed to the Boards report as Annexure-III.

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 2024-25, therefore details of top ten employees are not required to be annexed with.

32. 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, 2025 under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 in respect of the Company.

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

The Company is in the process of revising Maternity Benefit Policy during the current financial year to incorporate enhanced provisions, in line with the provisions of the Maternity Benefit Act, 1961 and the amendments thereto. This policy is being 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.

34. 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.

35. 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.

36. 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, 2025 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.

37.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

Mr. Narendra Singh Bapna	Mr. PramodRamdas Ingle
Chairman& Managing Director	Whole Time Director
DIN:03201953	DIN:03201939
Place: Bhopal
Date: 28.08.2025