Your directors take pleasure in presenting their Twenty Second Annual Report on the Business and Operations of
the Company and the Accounts for the Financial Year ended March 31, 2025 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of financial performance for the financial year ended March 31, 2025 and previous financial year
ended March 31, 2024 is given below:

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

The turnover for the year was Rs. 235.14 Lakhs on standalone basis as compared to Rs. 49.34 Lakhs in the previous
year. The Earnings before Interest, Depreciation and Tax was Rs. 49.05 Lakhs in previous year as compared Loss of
Rs. 9.74 Lakhs in current year.

A detailed discussion on review of operations of the Company has been included in Management Discussion and
Analysis which forms part of this Report.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

4. CASH FLOW:

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of
Annual Report.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the
company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that
are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the
Investor Education and Protection Fund (IEPF). In FY 2024-2025, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The authorized share capital of the company is Rs.22,00,00,000/- (Rupees Eleven Crores Only) comprising of
22,00,00,000Equity shares of Rs. 10/- (Rupees Ten Only) each.

The paid-up share capital of the Company is Rs 10,52,04,800/- (Rupees Ten Crore Fifty-Two Lakhs Four Thousand
and Eight Hundred Only) comprising of 1,05,20,480 Equity shares of Rs. 10/- (Rupees Ten Only) each.

Company has appointed M/s Cameo Corporate Services Ltd, as the Registrar and Transfer Agent of the Company.

8. CHANGE IN SHARE CAPITAL:

There were changes in Share Capital for the period under review.

The Authorized Share capital increased from Rs. 110,000,000/- (Rupees Eleven Crore) divided into 11,000,000
(One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 220,000,000/- (Rupees Twenty-
Two Crore only) divided into 22,000,000 (Two Crore Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only)
dated September 26,2024

9. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations")
and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended
Listing Regulations"), is presented in a separate section forming part of the Annual Report as Annexure III.

10. CHANGE IN NATURE OF BUSINESS, IF ANY

There have been changes in nature of business of the Company due to change in main object during the FY under
review as mentioned below Pursuant to the Special Resolution passed by the Members of the Company at 21st
Annual General Meeting ("AGM") held on September 26, 2024 and with the approval of the Ministry of Corporate
Affairs, the Company has altered its main object by addition of sub clause (2), (3) and (4) after sub clause (1) of
Clause III (A) of the Memorandum of Association of company which are as under:

3. (a) the objects to be pursued by the company on its incorporation are:

1. To carry on the Business of Agro Processing and trading, setting up of warehousing, warehousemen, custodians,
and to establish warehouses, storage rooms, godowns, cold storage, bins and to provide facilities for storage of
commodities, merchandise, articles and things of any description, keepers of cold storages, storages chambers, ice-
plants, warehouses, refrigerators, freezing houses and room coolers and to carry on and undertake storage, packing,
removal carrying delivery, purchases, sale and exchange of fish, seafood, marine products and processed fish,

seafood, marine products meats, eggs, poultry products, protein foods, milk, cream, cheese, butter, bacons, sausages,
fruits, roots, vegetables or other substances made of all or any of them and canned, tinned and processed foods of
every description.

2. To carry, collect, store, consign, distribute, transfer and deliver goods, wares, post, merchandise, parcels,
packages, baggage, freight, animals, livestock, timber, coal, oil, ores and other minerals and other property of every
description by any mode of transportation, and generally for such purposes to acquire, manage and operate
warehouses, and bonded warehouses, act as agents for shippers and consigners, and to issue warehouse warrants and
receipts and bills of lading.

3. To carry on the Business of Real Estate Developer by entering/executing Memorandum of Understanding
(MOUs), Sale-Purchase Agreement, Non-Disclosure Agreement, Investment Agreement, real estate developers by
acquiring land and developing commercial as well as residentials projects etc. and entered into all such contract or
agreement for expansion & diversification plan of the Company in the business of Real Estate Developer.

According, the Ministry of Corporate Affairs ("MCA") vide its letter dated January 03, 2025 has approved the
alteration in objects clause of the Memorandum of Association and the Certificate of alteration in objects clause
issued by MCA

11. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation
by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the
Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is
annexed to the Board’s Report as “Annexure VII”.

12. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as “Annexure I”.

13. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which
have occurred between the end of the FY and the date of this Report.

14. ANNUAL RETURN:

Pursuant to the provisions of section 92(3) and Section 134 (3) (a) of the Companies Act, 2013 a copy of the Annual
Return of the Company for the year ended March 31, 2025 will be placed on the website of the Company at
https://www.nakshmetals.com/.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured
orientation programme. Presentations are made by Senior Management giving an overview of the operations, to
familiarize the new Directors with the Company's business operations. The Directors are given an orientation on the
products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for
the Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review, there were following changes in Directors and KMP.

The Board at its meeting held on February 14, 2025 had decided to change Mr. Nitin Dinkar Vispute (DIN:
03634249) designation from Non-Executive Director to Executive Director of the Company.

The Board at its meeting held on May 29, 2024 appointed, Mr. Sanjay Rajkumar Dua (DIN: 10537921) as an
Independent Director for a term of five years with effect from May 29, 2024

The Board at its meeting held on November 14, 2024 appointed Mr. Akshit Lakhani as an additional executive
director and he has been resigned from the post of additional executive director on February 14,2025

Mr. Subhashchandra Damodar Malwadkar resigned from the post of Non-Executive - Independent Director on
May 30, 2024.

ii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming
that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and
Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and there has been no change in the circumstances, which may affect their status as Independent Director during
the year.

The Independent Directors met on March 22, 2025, without the attendance of Non-Independent Directors and
members of the Management. The Independent Directors reviewed the performance of Non-Independent
Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Abhijeet Pramod Sonawane, Whole-Time Director of the Company, retires by rotation and offers himself
for re- appointment.

iv. Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

a) Mrs. Sneha Sachin Vispute (DIN 09693252)- Managing Director.

b) Mr. Abhijeet Pramod Sonawane- Whole Time Director & CFO

c) Ms. Muskan Kacchawaha- Company Secretary & Compliance Officer upto May 28, 2024

d) Mr. Bhupendra Kanjibhai Bhadani - Company Secretary & Compliance Officer w.e.f. May 29, 2024.

There were changes in the Key Managerial Personnel during the year.

17. BOARD MEETINGS:

The Company held seven meetings of its Board Meetings during the year on May 29, 2024, July 06, 2024, July 30,
2024, August 14, 2024, November 14, 2024, December 21, 2024 and February 14, 2025.

18. BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly
diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience,
cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive
advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and
Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The
Board of Directors has carried out an annual evaluation of its own performance, performance of Individual
Directors, Board Committee including the Chairman of the Board on the basis of composition and structure,
attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by
Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience
and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome. The performance of each of the Non-Independent Directors
(including the Chairman) was also evaluated by the Independent Directors at the separate meeting held between the
Independent Directors of the Company on March 22, 2025.

19. COMMITTEE OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mr.
Vinit Picha. During the year the committee met Five times with full attendance of all the members. The composition
of the Audit Committee as at March 31, 2025 and details of the Members participation at the Meetings of the
Committee are as under:

* Mr. Subhashchandra Damodar Malwadkar resigned on May 29, 2024

* Mr. Sanjay Rajkumar Dua was admitted as member of Audit Committee on May 29, 2024.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the
Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock
Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Quarterly Unaudited Financial Statements and the Auditor’s Limited
Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before
submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting
policies and reasons for the same, major accounting estimates based on exercise of judgement by the
Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made
by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s
accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and
possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The
Company Secretary acts as the Secretary to the Committee.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working
under Chairmanship of Mr. Radhika Kharote. During the year, the committee met four times with full attendance of
all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2025 and details
of the Members participation at the Meetings of the Committee are as under:

* Mr. Subhashchandra Damodar Malwadkar resigned on May 29, 2024

* Mr. Sanjay Rajkumar Dua was admitted as member of Audit Committee on May 29, 2024.

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the
following:

prepare a description of the role and capabilities required of an independent director. The person recommended
to the Board for appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:

• Use the services of an external agencies, if required;

• Consider candidates from a wide range of backgrounds, having due regard to diversity; and

• Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and
removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(b) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working
under Chairmanship of Mr. Vinit Picha. The Committee is governed by a Charter, which is in line with the
regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with
full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31,
2025 and details of the Members participation at the Meetings of the Committee are as under:

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company
had no share transfers pending as on March 31, 2025.

20. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees,
Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial
year ended March 31, 2025. As part of the evaluation process, the performance of Non- Independent Directors, the
Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective
Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director
being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of
discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship
with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its
functions etc.

The Board carried out formal annual evaluation of its own performance and that of its committees viz., the Audit
Committee, Stakeholders’ Relationship Committee, Nomination and Remuneration Committee (NRC). The Board
also carried out the performance evaluation of all the individual directors including the Chairman of the Company.
Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of
the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through
a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into
consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the
Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC
respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was
carried out by the Independent Directors at their separate meeting.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed
there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

22. AUDITORS:

i. Statutory Auditors:

The Board has re-appointed M/s DGMS & Co ,Chartered Accountants, (FRN 0112187W), Chartered
Accountants as the statutory auditors of the Company for 2^nd term of five consecutive years, from the
conclusion of 18th Annual General Meeting till the conclusion of the 23rd Annual General Meeting to be
held in the year 2026, as approved by shareholders of the Company

ii. Secretarial Auditor:

In terms of provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board of Directors (the Board), at its meeting held on Friday, 5^th
September, 2025 had appointed M/s. JNG & CO. LLP, Practicing Company Secretaries (Firm registration

No:-L2024MH017500), as the Secretarial Auditor of the Company to conduct Secretarial Audit for the
financial year 2024-25.

In reference to recent amendments in Listing regulations dated 13 th December 2024 read with Section 204
and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations,
other applicable laws/statutory provisions, if any, as amended from time to time, based on the
recommendation of the Audit Committee, the Board of Directors, at its meeting held on Frioday, 5^th
September, 2025 has considered, approved, and recommended to the Members of the Company the
appointment of M/s. JNG & CO LLP, Practicing Company Secretaries as Secretarial Auditors of the
Company. The proposed appointment is for a term of 5 (five) consecutive years from the financial year 2025 -
26 to the financial year 2029-30, on payment of such remuneration as may be mutually agreed upon between
the Board and the Secretarial Auditors from time to time.

M/s. JNG & CO LLP, Practicing Company Secretaries, have confirmed they are not disqualified from being
appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The
Secretarial Audit Report and Certificate on Corporate Governance for the financial year 2024-25 is annexed
herewith as “Annexure II”.

iii. Cost Auditor:

Section 148 of the Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the
provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed M/s.
B B Gusani and Associates., Chartered Accountants (FRN No. 140785W) as the Internal Auditors of your
Company for the F.Y. 2023-2024 and F.Y. 2024-25. The Internal Auditor conducts the internal audit of the
functions and operations of the Company and reports to the Audit Committee and Board from me to me.

23. AUDITOR’S REPORT:

The Statutory Auditor’s Report does not contain any qualifications, reservations or adverse remarks. Report of the
Auditor is given as an Annexure, which forms part of this report.

Further Secretarial Auditor’s Report containing qualifications, reservations or adverse remarks. Report of the
Secretarial Auditor is given as an Annexure - II, which forms part of this report.

24. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

The company disposed of its investment in Vaksons Metaplast Private Limited on March 31, 2024. Consequently, as
on date, the company no longer has any subsidiaries. Therefore, it is not required to prepare consolidated financial
results for the year ended March 31, 2025.

Further post financial year the Company incorporated a subsidiary, NAS Global Industries Private Limited, on June
9, 2025. As of June 30, 2025, the subsidiary had not commenced operations.

25. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been
uploaded on the website of the Company at https://www.nakshmetals.com/

26. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s. B B Gusani
and Associates., Chartered Accountants (Firm Registration Number: 140785W), as an Internal Auditors of the
Company to check the internal controls and functioning of the activities and recommend ways of improvement. The
Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board
Meeting for their consideration and direction.

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 observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

27. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks
involved in its business as part of its risk management policy. Your Company also takes all efforts to train its
employees from time to time to handle and minimize these risks.

28. LISTING WITH STOCK EXCHANGES:

Naksh Precious Metals Limited (previously known as Vaksons Automobiles Limited) continues to be listed on
BSE Limited under scrip code 539402. It has paid the Annual Listing Fees for the year 2025-26 to BSE Limited.

29. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the
Board of Directors and General Meetings respectively.

30. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted policies which are available on its
website https://www.nakshmetals.com/investor-relations.html

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of
Conservation of Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not
applicable to the Company. However, the Company takes all possible efforts towards energy conservation. The
requirement for disclosure with regard to technology absorption does not apply to the Company as the activity in
which the Company operates does not require any technology. During the period under review the Company has
earned Foreign Exchange of ‘Nil’ and incurred the Foreign Exchange outgo of ‘Nil’

32. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial
statements.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties
were in the ordinary course of business and on an arm’s length basis. Thus, Disclosure in form AOC-2 is not

required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with
related parties which could be considered material in accordance with the policy of the Company on materiality of
related party transactions. All related party transactions are placed before the Audit Committee and Board for review
and approval, if required. The details of the related party transactions as required under Indian Accounting Standard
(Ind AS) 110 are set out in Note to the financial statements forming part of this Annual Report.

34. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

35. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for
Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to
be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website
https://www.nakshmetals.com/

36. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the financial year 2024-25 were in
the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions 46 of Section
188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the
financial year that conflicted with the interests of the Company.

37. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going
concern status and Company’s operations in future.

38. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of
Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

39. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as of March 31, 2025.

Male Employees: 03
Female Employees: 01
Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity
for all individuals, regardless of gender.

40. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ‘Believing in People’ is at the heart of its human resource
strategy. It has put concerted efforts in talent management and succession planning practices, strong performance
management and learning and training initiatives to ensure that your Company consistently develops inspiring,
strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results.
With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives
and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust
and mutual respect in all its employees seek to ensure that business world values and principles are understood by all
and are the reference point in all people matters.

Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), is annexed to this Annual Report.
The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the
remuneration is as per the remuneration policy of the Company.

41. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review
with the Certificate issued by M/s JNG and Co. LLP, Practicing Company Secretaries, on compliance in this regards
forms part of this Annual Report as Annexure- VI.

42. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there
are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively.

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

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company’s internal financial controls were adequate and effective during the financial year
2024-2025.

43. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given below

a) The median remuneration of employees of the Company during the financial year is Rs. NA

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: NA

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: NA

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the
Company. - NA

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period
under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014.

44. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31,
2025, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all
relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements
for record retention is applicable for the financial year ended March 31, 2025.

45. INTERNAL FINANCIAL CONTROLS:

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company’s internal financial controls were adequate and effective during the financial year
2024-2025.

46. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as
explained in the Corporate Governance Report, describing the Company’s objectives, projections, estimates and
expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations.
Actual results might differ materially from those either expressed or implied in the statement depending on the
circumstances.

47. ACKNOWLEDGEMENTS:

Your directors would like to express deep sense of appreciation for the assistance and co-operation received from
the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the

Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: By order of the Board of Directors

105, 1st Floor, Barodia Tower, Plot No 12, FOR, NAKSH PRECIOUS METALS LIMITED

D Block, Central Market, Prashant Vihar, (Formerly known as Vaksons Automobiles Limited)

New Delhi -110085, Delhi, India
Tel : 130-2218572

CIN: L52109DL2003PLC119052 S/d/-

Website: https://www.nakshmetals.com/ Mrs. Sneha Vispute

Email: info@nakshmetals.com (Chairman & Managing Director)

DIN: 09693252

New Delhi, Friday, September 05, 2025

1

Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,

2

Mr. Subhashchandra Damodar Malwadkar resigned on May 29, 2024

* Mr. Sanjay Rajkumar Dua was admitted as member of Audit Committee on May 29, 2024.

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.