Nidhi Granites Ltd

Dear Members,

The Board of Directors present their 43rd Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended on 31st March, 2025.

The Financial Statement, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL RESULTS

2. RESERVES

The Company has not transferred any amount to General Reserves.

3. PERFORMANCE AND AFFAIRS OF THE COMPANY

The performance of your Company has been steadily improving. The Company is hopeful that it can leverage improvements in the business environment while also implementing expense controls to enhance its performance.

4. DIVIDEND

Directors do not recommend any dividend for the current year under review.

5. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 10 Cr/- (Rupees Ten Crores Only).

During the year the company allotted 40,00,000 bonus equity shares in the proportion of 1 (One) new fully paid-up equity share of Rs. 10/- (Rupees Ten Only) each for every 1 (One) existing fully paid-up equity share of Rs. 10/- (Rupees Ten Only) each to the shareholders of the Company on 4th May, 2024 and the same were listed on Bombay Stock Exchange ("BSE") on 7th May, 2024.

Considering the change in paid-up capital as stated above, the paid-up capital of the Company has been increased from Rs. 4 Cr/- (Rupees Four Crores Only) to Rs. 8 Cr/- (Rupees Eight Crores Only).

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company on 31st March 2025 and on the date of this report except the following:

The Company acquired 12,500 Equity shares for a consideration of INR 60,57,000 of Auro Fintech Private Limited (CIN: U72900MH2022PTC377921) on 1st April 2025, making it a wholly owned subsidiary of the Company.

7. PROMOTERS

There were no changes in the promoters of the Company during the financial year except as stated below.

During the year, the following inter-se transfer of shares took place between the promoters of the Company i.e. from Darpan Shah, Managing Director of the Company to Devan Pandya, Director and Chairperson of the Company with 33.51% of equity shares through an off-market transaction. The details are as follows:

Consequent to the above transaction shareholding of Mr. Devan Pandya in the Company has increased from 26,59,684 shares (33.25%) to 53,40,380 shares (66.75%) and the aggregate shareholding of Promoter and Promoter group before and after the said transaction remained the same.

8. CHANGE(S) IN THE NATURE OF BUSINESS

There were no material changes with regard to the nature of business of the Company.

9. PUBLIC DEPOSITS

During the financial year under review, the company has not accepted any deposits from public and shareholders and as such, no amount on account of principal on deposits from public was outstanding as on the date of the Balance Sheet.

The Company has two Wholly owned Subsidiaries i.e., SPNP Paper and Pack Private Limited and Yug Fashion Garments Private Limited and one step-down Subsidiary i.e., Fine Papyrus Private limited as on 31st March 2025 and there has been no material changes in the nature of the business.

The Company acquired 12,500 Equity shares for a consideration of INR 60,57,000 of Auro Fintech Private Limited (CIN: U72900MH2022PTC377921) on 1st April 2025, making it a wholly owned subsidiary of the Company. The acquisition was completed on 1st April 2025, which falls in the current financial year. Accordingly, the financial statements of Auro Fintech Private Limited have not been consolidated with the financials of the Company for the financial year ended 31st March 2025. Hence, the requirement to attach a statement in Form AOC-1 is not applicable for the financial year 2024–25.

In accordance with Section 129(3) of the Companies Act, 2013, your Company has prepared consolidated financial statements of the Company, which forms part of the Annual Report.

A Statement in Form AOC-1 (Annexure-A) of Associate Company as prescribed under section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is annexed and is forming part of the Annual Report.

The Company is not having any associate and joint venture Company.

During the Financial year, total 4 (Four) meetings of the Board of Directors were held on 28th May, 2024, 12th August, 2024, 14th November, 2024 and 11th February, 2025. The attendance record of all Directors is as under:

The proceedings were properly recorded and signed in the minutes book maintained for the purpose. The maximum gap between any two meetings was less than 120 days.

During the year the Annual General Meeting (AGM) was held on 22nd July 2024, and the proceedings of the meetings were properly recorded and signed in the Minutes Book maintained for the purpose.

During the year, the Company passed a special resolution and an ordinary resolution vide Postal Ballot notice dated 15th March 2024 for the purpose of Alteration of Articles of Association for adding clauses related to capitalization of reserves & Profits and Issue of Bonus shares to the shareholders of the Company respectively. The said resolutions were passed by the requisite majority as on the last date of the voting i.e. 18th April, 2024.

During the year, there were no changes in directors or Key Managerial Personnel of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Darpan Shah, Managing Director, Mr. Devan Pandya, Director and Chairperson and Mrs. Shreya Pandya, Director of the Company, are directors who are liable retire by rotation at Annual General Meeting. In terms of Section 152 of the Companies Act, 2013, Mrs. Shreya Pandya, retires by rotation at the ensuing Annual General Meeting and is eligible for reappointment. Mrs. Shreya Pandya has confirmed that he is not disqualified for appointment as director under Section 164 of the Act and has offered himself for re-appointment. Details of the Director proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR)"), Regulation 2015") and SS-2 (Secretarial Standards on General Meetings) are provided in the Notice convening the 43rd Annual General Meeting of the Company.

The Company has complied with Regulation 25 of SEBI (LODR), Regulation 2015 and pursuant to the provisions of section 149(6) of the Companies Act, 2013, the Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013.

In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of SEBI (LODR), Regulation 2015, the Board has carried out the annual performance evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Company, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors 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 as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

(iii) the Directors have 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;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down proper systems for financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

1. Mr. Darpan Shah – Managing Director

2. Mr. Amit Sinkar- Independent Director

3. Mr. Amit Patankar – Independent Director

The scope and terms of reference of the Audit Committee has been amended in accordance with the Act. Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee meetings.

The Audit Committee met Four (4) times during the year on 28th May, 2024, 12th August, 2024, 14th November, 2024 and 11th February, 2025.

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of:

1. Mrs. Shreya Pandya–Director

2. Mr. Amit Sinkar- Independent Director

3. Mr. Amit Patankar – Independent Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee met on 10th September, 2024 during the year.

The Board of Directors of the Company have a mechanism for Risk Management to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigations are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company.

Your Company has established a whistle Blower/Vigil Mechanism pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 through which its Employees and Directors can report the genuine concern about unethical behaviors, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The said policy provides for adequate safeguards against victimization and also direct access to the higher levels of supervisions. No case was reported to the Audit Committee during the year under review.

The Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 is not applicable to your Company.

The provisions of the Section 135 the Act are not applicable to the Company.

Your Company's shares are listed on BSE Limited (BSE). Your Directors wish to state that the Equity Shares of your Company are compulsorily traded in the dematerialized form. Presently Equity Shares held by Promoters are in electronic/dematerialized form.

Pursuant to Regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V is not applicable to the Company as the paid-up share capital is less than Rs. 10/- Crores (Rupees Ten Crores Only) and net worth is also less than Rs. 25/- Crores (Rupees Twenty-Five Crores Only) as on the last day of previous financial year. Hence, Corporate Governance Report is not furnished.

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

Annual Return for the financial year ended 31st March, 2025 is available on the website of the Company i.e. www.nidhigranites.com.

The Statutory Auditors of your Company namely, M/s. Jogin Raval & Associates, Chartered Accountant were appointed for a period of five years at the Annual General Meeting held on 29th September, 2021. Auditors had confirmed their eligibility and submitted the Certificate in writing that they are not disqualified to hold office of the Statutory Auditor. There were no reservations / qualifications or adverse remarks contained in Auditor's Report.

Pursuant to provision of Section 204 of the Act and the rules framed there under, the Board has appointed Dholakia & Associates LLP, Company Secretaries in whole time Practice subject to the approval of the Members at the Annual General Meeting scheduled to be held on 22nd July 2025 to undertake the Secretarial Audit of the Company for the Term of Five (5) consecutive Financial Years commencing from 1st April 2025 till 31st March 2030. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report or maintain cost records pursuant to the provisions of the Companies (Cost Record and Audit) Rules, 2014.

The Company has appointed Mr. D. N. Joshi., Chartered Accountant having RN NO: 17226 as an Internal Auditor of the Company for the Financial year 2024-2025.

Maintenance of cost records as specified by Central Government under Section 148(1) of the Companies Act, 2013, is not applicable to the Company.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the internal Auditor of the Company for inefficiency or inadequacy of such controls.

The company has not granted any loans or given guarantees during the year under review.

The details of investments covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the financial statements under note no 3.

All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards under note no. 21 Approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions and to the Board as well.

Your Company has complied with all the applicable environmental laws and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker/employee protection and safety.

The Company is conscious of the importance of being environmentally clean and has safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources. There was no accident during the year.

The Business Responsibility Reporting as required by Regulation 34(2) (f) of the Listing Regulations is not applicable to your Company for the financial year ended 31st March, 2025.

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are given as under:

Energy Conservation: N.A.

Technology Absorption: N.A.

Foreign Exchange Earnings and outgo: Nil

Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Pursuant to Sections 101 and 136 of the Companies Act, 2013, the Company has been transmitting Annual Report through electronic mode (e-mail) to all the shareholders who have registered their e-mail addresses with the Company or with the Depository to receive Annual Report through electronic mode. This will help reduce consumption of paper.

It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, hence no information is furnished.

5. No order has been passed by any regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

6. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable

7. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable.

Your Directors wish to thank various stakeholders, for their co-operation, support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.