Your Directors have pleasure in presenting the Fifty
Second Annual Report of your Company together with
the Audited Balance Sheet as at March 31,2025, the
Statement of Profit & Loss for the year ended that date
and the Auditors' Report thereon

FINANCIAL RESULTS:

The profit after tax for the year under review is at
Rs.101.39 Lakhs as against Rs.670.04 Lakhs in
the previous year. The financial results for the year
2024-25 as compared with the previous year are
summarized as under.

2024-25 2023-24

(Rs. in Lakhs) (Rs. in Lakhs)

REVIEW OF PERFORMANCE
DRY CELL BATTERIES:

Your company managed a 3% value growth backed
by price increases & change in product mix. The input
costs have been on a higher side all through the year
which had an impact on margins. It has been observed
that consumption in urban markets is moving up due
to urbanization and usage of multiple gadgets. At
the same time, rural is also showing a strong revival
due to improved macro-economic conditions. Your

company has worked out focused plans to strengthen
distribution and increase household penetration
through strong brand equity to grow faster in our core.

NON- BATTERY CATEGORIES:

Technology shift in the flashlight category from battery
operated torches to rechargeable torches is happening
at a rapid pace. The rechargeable segment is currently
dominated by unbranded players due to cheap
Chinese imports. Keeping in mind the growing RC
Torch market and its future potential, your company
has planned to increase distribution of range of
rechargeable torches at various consumer price points
to solidify the portfolio in this segment.

Your company had a flat volume growth in LED
category in spite of Industry decline. However, the
pricing challenges led to drop in the topline value.
Your company will continue to leverage its traditional
trade distribution, launch premium LED range and
expand distribution into electrical channel to grow
aggressively in the LED category.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT:

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

DIVIDEND:

Your Directors recommends a dividend of Rs.5/- per
share (100%) for the year 2024-25. This Dividend,
if approved, will be paid to the Shareholders whose
names appear on the Register of Members as on
26th September, 2025. The Company intends to
pay the dividend on 9th October, 2025. The above
dividend declared by the Company is in accordance
with dividend distribution policy of the Company.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 [SEBI
Listing Regulations], the Board of Directors of the
Company had formulated a Dividend Distribution Policy
('the Policy'). The Policy is available on the Company's
website https://admin.nippo.in/uploads/Dividend_

Distribution_Policy_4979eff030_865e23ae9a.pdf

TRANSFER TO RESERVES:

During the year under review, your Company has not
transferred any amount to General Reserves.

SHARE CAPITAL:

During the year under review, the Company has
neither issued any shares with differential voting rights
nor issued sweat equity shares. Further, the Company
did not grant any stock options during the year under
review.

FIXED DEPOSITS:

The Company has not accepted any deposits from
the public.

CREDIT RATING:

During the Financial Year 2024-25 the Company
hasn't obtained any credit rating for the credit facilities
availed during the year 2024-25.

SUBSIDIARIES, CONSOLIDATED FINANCIAL
STATEMENTS:

Your Directors have pleasure in attaching the
consolidated financial statements pursuant to
section 129(3) of the Companies Act 2013 and SEBI
(LODR) Regulations 2015. The consolidated financial
statements have been prepared by the Company in
accordance with the Accounting Standards prescribed
by the ICAI in this regard. The Audited Consolidated
Financial Statements together with the Auditor's
Report form part of the Annual Report. The Auditor's
Report does not contain any qualification, reservation
or adverse remarks.

Your Company's subsidiary, M/s. Kineco Ltd., registered
a consolidated turnover for the year 2024-25 amounts
to Rs.949.37 Lakhs as against Rs.17,452.32 lakhs
in the previous year 2023-24. Total comprehensive
income for the year amounts to (Rs.397.64) Lakhs.
as against Rs.735.14 Lakhs in the previous year. The
total comprehensive income attributable to owners
of the company for the year amounts to (Rs.417.08)
Lakhs as against Rs.499.90 Lakhs in the previous year.

Your Company's subsidiary, M/s. Nippo Green Energy
Private Ltd., registered a Nil turnover for the year
2024-25 and 2023-24.

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing salient features of the
financial statements of the Company's subsidiaries,

Associates and Joint Ventures in Form AOC-1 is
attached to the financial statements of the company.
Pursuant to the provisions of Section 136 of the Act,
the financial statements of the company consolidated
financial statements along with relevant documents
and separate audited financial statements in respect
of the subsidiaries are available on the website of the
company.

M/s. Kineco ltd ceased to be a material subsidiary
of our company effective 06th June 2024 and
subsequently directors so nominated in M/s. Kineco
Limited also vacated the office.

MANAGEMENT'S DISCUSSION AND ANALYSIS
REPORT:

Management's Discussion and Analysis Report for the
year under review, as stipulated under SEBI (LODR)
Regulations 2015 is presented in a separate section
forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors state that:

a) in the preparation of the annual accounts for
the year ended March 31,2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have been
followed and there are no material departures
from the same;

b) they have selected such accounting policies and
applied them consistently and made judgements
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 March 31,2025 and
of the profit of the Company for the year ended
on that date;

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act 2013,
for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

d) they have prepared the annual accounts on a
'going concern' basis;

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

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

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along
with Auditors' Certificate on its compliance is attached
as Annexure - "B" to this report.

RELATED PARTY TRANSACTIONS:

As per the requirements of the Companies Act, 2013
and SEBI (LODR) Regulations 2015, your Company
has formulated a Policy on Related Party Transactions
which is also available on Company's website at
www.nippo.in

The Policy intends to ensure that proper reporting
approval and disclosure processes are in place for
all transactions between the Company and Related
Parties. This Policy specifically deals with the review
and approval of Material Related Party Transactions
keeping in mind the potential or actual conflicts of
interest that may arise because of entering into these
transactions.

All Related Party Transactions are placed before the
Audit Committee as well as Board for review and
approval. Prior omnibus approval is obtained for
Related Party Transactions on a quarterly basis for
transactions which are of repetitive nature and/ or
entered in the Ordinary Course of Business and are
at Arm's Length.

There were no contract / arrangement / transactions
entered in to during the year ended March 31,2025
which were not at arm's length basis.

All the material related party transitions exceeding
Rupees 1000 Crores or 10% of the Annual Standalone
/ Consolidated turnover as per the last audited
financial statement/ other related party transactions
were entered during the year by the company are
disclosed in accordance with section 134 (3) (h) of the
Companies Act, 2013, in form AOC 2 as per Annexure
-"C" of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)
COMMITTEE:

The Board has laid out the Company's policy on
corporate social responsibility (CSR), and the CSR

activities of the Company are carried out as per
the instructions of the committee. The Committee
also monitors the implementation of the framework
of the CSR Policy and recommending the amount
to be spent on CSR activities. During the year, the
Company had spent 2% of its average net profits for
the three immediately preceding financial years on
CSR activities.

The Composition of CSR committee comprises of
following directors:

1. Ms. Deepa Seshadri- Chairperson

2. Mr. M. Sankara Reddy - Member (Resigned on
6^th June, 2025)

3. Mr. P Aditya Reddy- Member

4. Mr. Murali Subramaniam - Member (Appointed
on 6^th June, 2025)

The financial data / Annual Report pertaining to
the Company's CSR activities for the financial year
2024-25 is presented in the prescribed format in
Annexure-"D" to the Board Report.

The CSR Policy is available on our website
www.nippo.in

RISK MANAGEMENT:

The Board has constituted a Risk Management
Committee which has been entrusted with the
responsibility to assist the Board in overseeing that
all the risks that the organization faces such as
strategic, financial, credit, market, legal, regulatory,
reputational and other risks have been identified and
assessed and there is an adequate risk management
infrastructure in place capable of addressing those
risks. The Company regularly updates to committee
on the principal risks and uncertainties that can impact
its ability to achieve its strategic objectives.

The Company has developed and implemented a
risk management policy for the Company including
identification therein of elements of risk, if any, which
in the opinion of the Board may threaten the existence
of the Company.

DIRECTORS / KMP:

In accordance with the Articles of Association of
the Company Mr. P.Dwaraknath Reddy will retire by
rotation at this ensuing Annual General Meeting. He
being eligible, offer himself for re-appointment.

In accordance with the Articles of Association of the
Company Mr. P Aditya Reddy will retire by rotation
at this ensuing Annual General Meeting. He being
eligible, offer himself for re-appointment.

In accordance with the Articles of Association of the
Company Ms. Suneeta Reddy will retire by rotation
at this ensuing Annual General Meeting. she being
eligible, offer herself for re-appointment.

In the opinion of the Board, Mr. Murali Subramaniam,
Mr.Kiran Joseph and Ms.S.Deepa Independent
Directors of the company possess integrity, expertise
and experience (including the proficiency).

During the year under review, Mr. N, Ramesh Rajan
retired from the service of Independent Director of the
Company with effect from 6th May, 2024 and Mrs.
Lakshmi Subramaniam Independent Women Director
retired from the service of the Company with effect
from 16th July, 2024. The Board appreciated their
services rendered during the period of their tenure
as Director of the Company. Re-appointment of
Mr. R.P Khaitan for the post of directorship has not
been passed in the AGM held on 26th September,
2024.

During the year under review, Mr. Kiran Joseph was
appointed as Independent Director of the Company
with effect from 30th April, 2024, Ms. Deepa Seshadri
was appointed as Independent Director of the
Company with effect from 15th July, 2024 and Mr.
Murali Subramaniam was appointed as Independent
Director of the Company with effect from 13th
December, 2024.

After the Closure of Financial Year, Mr. Sankara Reddy
has resigned from his directorship in the Board of the
Company with effect from 6th June, 2025 and Ms.
Suneeta Reddy has been appointed as a director of
the Company with effect from 6th June, 2025. Mr.
B L N Prasad has been appointed as a Director with
effect from 12^th August, 2025 and shall be regularized
in the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the
Companies Act, 2013, the Key Managerial Personnel of
the Company are Mr.P Dwaraknath Reddy, Managing
Director, Mr. P Aditya Reddy, Joint Managing Director,
Mr. C.R. Sivaramakrishnan, Chief Financial Officer
and Mr. J. Srinivasan G. M -Finance & Company
Secretary. During the year, Mr. Pavan Kumar BVS has

been appointed as CEO of the Company with effect
from 1st January, 2025.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE:

The details of inter-se relationship between Directors
are given in the Corporate Governance Report.

Information about all the Directors proposed to
be re-appointed is furnished in the Explanatory
Statement under Section 102 of the Companies
Act, 2013 under the heading "Information about the
Directors proposed to be re-appointed" attached to
the Notice of the ensuing Annual General Meeting
for your consideration.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet with the criteria of independence
as prescribed both under sub-section (6) of Section
149 of the Companies Act, 2013 and SEBI (LODR)
Regulations 2015.

PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND DIRECTORS:

As per Companies Act, 2013 and SEBI (LODR)
Regulations 2015 mandates that the Board shall
monitor and review the Board evaluation framework
and a formal annual evaluation needs to be made
by the Board of its own performance and that of its
committees and individual directors. Schedule IV of
the Companies Act, 2013 states that the performance
evaluation of independent directors shall be done by
the entire Board of Directors, excluding the director
being evaluated. The Board subsequently evaluated
its own performance, the working of its Committees
and Independent Directors without participation of
the relevant Director(s).

TRAINING OF INDEPENDENT DIRECTORS:

To familiarize the strategy, operations and functions
of our Company, the executive directors make
presentations/ orientation programme to non -
executive independent directors about the company's
strategy, operations, product and service offerings,
markets, organization structure, finance, human
resources, production facilities and quality and risk
management. The appointment letters of Independent

Directors has been placed on the Company's website
at www.nippo.in.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met
during the year on 30th January, 2025 to review the
performance of non- Independent Directors and the
Board as a whole, review the performance of the
Chairperson of the Company and had accessed the
quality, quantity and timeliness of flow of information
between the company management and the Board.

MEETINGS OF THE BOARD:

Eleven meetings of the Board of directors were held
during the year. The details of which are given in
the Corporate Governance Report. The intervening
gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee.

5. Risk Management committee

The details of the Committees along with their
composition, number of meetings and attendance
at the meetings are provided in the Corporate
Governance Report.

PERSONNEL:

Your Directors wish to place on record their appreciation
for the dedication and hard work put in by the
employees at all levels for the overall growth of your
Company. Relations with the employees at Factory,
Head office / Depots and other Branches were cordial
during the year.

In terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the information
required in respect of employees of the Company is
appended in Annexure - "F" to this report. As per
section 136(1) of the Companies Act, 2013 the report
and accounts are being sent to the members and others
entitled thereto. Any member interested in inspecting
or obtaining copy of the statement of particulars
of employees being forms part of the Report may

contact the Company Secretary at Registered Office
during working hours and any member interested in
obtaining such information may write to the company
secretary and the same will be furnished on request.
NOMINATION AND REMUNERATION POLICY OF
THE COMPANY:

The Company's policy on directors' appointment
and remuneration and other matters provided in
Section 178(3) of the Act has been disclosed in the
Corporate Governance report, which forms part of
the Board's Report. The objective of the Remuneration
Policy is to attract, motivate and retain qualified and
expert individuals that the Company needs in order
to achieve its strategic and operational objectives.

PARTICULARS OF LOAN, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT 2013:

The particulars of loans, guarantees and investments
under section 186 of the Act read with the Companies
(Meetings of Board and its powers) Rules, 2014 for
the financial year 2024-25 are given in the notes to
the financial statements.

STATUTORY AUDITORS:

M/s. G. Balu Associates (Firm Registration No.
000376S) have been re-appointed as the Statutory
Auditors of the Company for a period of 5 years, to
hold office from the conclusion of 49th Annual General
Meeting till the conclusion 54th Annual General
Meeting of the Company. Further the auditors have
confirmed their eligibility under Section 144 of the
Companies Act, 2013 and the rules made there under.
The Auditor's Report along with Notes to Accounts is
self-explanatory and therefore does not call for any
further explanations/comments. The Auditor's Report
does not contain any qualifications, reservation and
or adverse remarks. Pursuant to provisions of section
143 (12) of the Companies Act, 2013, the Statutory
Auditors have not reported any incident of fraud to
the Audit Committee during the year under review.

COST AUDITOR AND COST RECORDS:

In terms of Section 148 of the Companies Act, 2013
read with Companies (Cost records and audits) Rules,
2014 the Company has appointed M/s. B. Thulasiram
& Co. Cost Accountant, Chennai (Firm Registration
No. 003539) as the Cost Auditor of the Company for
conducting the audit of cost records of the Company

for the financial year ending 31st March 2026 subject
to ratification of remuneration payable to him by the
members of the Company at the ensuing Annual
General Meeting of the Company. The Company
hereby confirms that Cost Accounts and Records
has been maintained as specified by the Central
Government under section 148(1) of the Companies
Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014.

The Cost Auditors' Report of FY 2023-24 did not
contain any qualifications, reservations, adverse
remarks or disclaimers and no frauds were reported by
the Cost Auditors to the Company under sub-section
(12) of Section 143 of the Act.

SECRETARIAL AUDITOR:

As required under Section 204 of the Companies Act,
2013 and Rules thereunder the Board has appointed
M.Damodaran & Associates, Practising Company
Secretaries as Secretarial Auditor of the company to
conduct Secretarial Audit for the financial year 2024¬
25. The Secretarial Audit Report for the financial year
ended March 31,2025 is annexed herewith marked
as Annexure - "E" to this Report. The Secretarial
Audit Report's does not contain any qualification,
reservation or adverse remark.

Further M/s. Damodaran & Associates, Practising
Company Secretaries were appointed as secretarial
auditors of the Company at the board meeting held on
20^th May, 2025 for a period of five years from the FY
2025-26 to 2029-30 subject to approval of members
in the ensuing Annual General Meeting.

REPORTING OF FRAUD BY AUDITORS:

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditor/Cost Auditor has
reported to the Audit Committee, under Section 143
(12) of the Companies Act, 2013, any instances of
fraud committed against the Company by its officers
or employees.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM:

The Company has adopted a whistle blower policy

/Vigil mechanism that cover directors and employees
of the Company to bring to the attention of the
management any issues which is to be in violation or
in conflict with the fundamental business principles
of the Company. The Company is committed to
adhere to the highest standards of ethical, moral and

legal conduct of business operations and in order to
maintain these standards, the Company encourages
its employees who have genuine concerns about
suspected misconduct to come forward and express
those concerns without fear of punishment or unfair
treatment.

No one may take any adverse action against any
employee for complaining about, reporting, or
participating or assisting in the investigation of, a
reasonably suspected violation of any law, this Policy,
or the Company's Code of Conduct and Ethics.

All the employees have been given access to the Audit
Committee. The Company Secretary is the designated
officer for effective implementation of the policy and
dealing with the complaints registered under the
policy.

The Whistle Blower Policy is available on the website
of the Company www.nippo.in

INTERNAL CONTROL SYSTEM AND INTERNAL
FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has a proper and adequate internal
control system to ensure that all the assets of the
Company are safeguarded and protected against
any loss and that all the transactions are properly
authorised and recorded.

The Company has an established Internal Financial
Control to cover internal controls over financial
reporting and operating controls etc., The framework
is reviewed regularly by the management and
tested by internal audit team and presented to the
Audit Committee. Based on the periodical testing,
the framework is strengthened, from time to time,
to ensure adequacy and effectiveness of Internal
Financial Controls of the Company.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE, ETC:

Your Company has always been in the forefront of

^energy ^conservation. ^{Several measures to conserve}

energy and to reduce the costs associated with it
have been taken. The details regarding conservation
of energy, foreign exchange, technology absorption
including R & D efforts as required under Section 134
(3) (m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 are given in Annexure "A" to
this Report. The Company has an in-house Research
Development Department, where the main areas of

focus are Energy Conservation, Process upgradation
and Environment Preservation. The Ministry of
Science and Technology, Department of Scientific
and Industrial Research, Government of India has
recognized in-house R&D facilities of the Company.ny.

EXTRACT OF ANNUAL RETURN:

The Annual Return as required under Section 92
and Section 134 of the Companies Act, 2013 read
with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the
Company's website: www.nippo.in weblink : http://
www.n tml/pdf/ANN.RETURN_2025.pdf

STATEMENT PURSUANT TO SEBI (LODR)
REGULATIONS 2015:

The Company's Securities are listed with Bombay
Stock Exchange (BSE) and National Stock Exchange
(NSE). The Company has paid the Annual Listing
fees to all the Stock Exchanges.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS:

There are no other significant and material orders
passed by the regulators or courts or tribunals
impacting the going concern status of the Company
during the year except cartelization of Zinc carbon
dry cell battery case pending before Hon. National
Company Law Appellate Tribunal, New Delhi. (NCLAT)

Further the Company is in process of amalgamation
with its wholly owned subsidiary, Helios Strategic
Systems Limited and the Company has received order
from Hon'ble Tribunal, Chennai Bench to conduct the
General Meeting of Shareholders on June 21,2025,
to approve the scheme of amalgamation pursuant to
Section 230-232 of the Companies Act, 2013. The
details of the same are mentioned below.

COMPOSITE SCHEME OF AMALGAMATION:

The Board of Directors in its meeting held on
October 25, 2024 approved a Composite Scheme of
Amalgamation ("Scheme of Amalgamation"), inter-
alia, involving amalgamation of Helios Strategic
Systems Limited, wholly owned subsidiary of the
Company with the Company, under Sections 230 to
232 and other applicable provisions of the Companies
Act, 2013 ("the Act"). The said Scheme will be effective
upon receipt of approval of shareholders, creditors,
Hon'ble National Company Law Tribunal and other

regulatory and statutory approvals as applicable with
an appointed date of April 01, 2024. The Company
has filed the application to National Company Law
Tribunal, Chennai seeking directions for convening
the meeting of shareholders, secured creditors and
unsecured creditors and subsequently the Hon'ble
Tribunal has passed the order vide No. In CA(CAA)/4
(CHE)/ 2025 dated April, 29, 2025 to conduct the
General Meeting of Shareholders on June 21,2025
and the shareholders has approved the Scheme of
Amalgamation with majority on the said date. The
Company is awaiting for the final order for the same
from the Hon'ble Tribunal of Chennai bench. All
updates in this regard shall be posted on website of
the Company from time to time for information of
stakeholders.

DISINVESTMENT FROM SUBSIDIARY - KINECO
LIMITED:

During the financial year under review, the Company
has disinvested its entire equity stake in its material
subsidiary, Kineco Limited with effect from 6^th June,
2024. This strategic decision was taken after careful
evaluation of the subsidiary's alignment with the
Company's long-term business objectives. The
disinvestment is in line with the Company's ongoing
efforts to streamline its portfolio, focus on core
business areas, and enhance overall operational
efficiency

Post disinvestment, Kineco Limited has ceased to be
a subsidiary of the Company with effect from June 6,
2024. The transaction was carried out in compliance
with applicable regulatory requirements, including
those prescribed under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASMENT
OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place an anti-sexual Harassment
Policy as required under prevention of Sexual
Harassment of Woman at workplace (Prohibition,
Prevention and Redressal) Act 2013 and constituted an
Internal Complaints Committee (ICC).Your Directors
further states that during the year under review, there
were no cases filed pursuant to the Sexual Harassment
of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

(a) number of complaints of sexual harassment
received in the year; Nil

(b) number of complaints disposed off during the
year; Nil and

(c) number of cases pending for more than ninety
days. Nil

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

As per Section 124(6) of the Companies Act, 2013
read with the IEPF Rules as amended, all the shares
in respect of which dividend has remained unpaid/
unclaimed for seven consecutive years or more have
been transferred to IEPF Account.

MATERNITY BENEFIT ACT, 1961:

The Company is committed to upholding the rights
and welfare of its employees and has duly complied
with the provisions of the Maternity Benefit Act, 1961
and the rules made thereunder.

GENERAL:

During the year under review

1. The Company had not issued equity shares with
differential voting rights as to dividend, voting
right or otherwise.

2. The Company is in compliance with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India.

3. Neither the Managing Director nor the Joint
Managing Director of the company receives
any remuneration or commission from any of its
subsidiaries

4. Application made or any proceeding pending
under the insolvency and bankruptcy code, 2016
during the year - Nil.

5. Major things happened during the year which
made the impact on the overall workings of
the company & the major actions taken by the
company in that respect - Nil.

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 - Nil.

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

8. In case the securities are suspended from trading,

the directors report shall explain the reason
thereof - Not applicable.

ACKNOWLEDGEMENT:

Your Directors thank the Central and State Governments
and the Banks for their continued help and support.
Your Directors also thank the Authorised Wholesale
Dealers, Distributors and Retailers for their excellent
support under difficult conditions and the Consumers
for their continued patronage of your Company's
products. Your Directors are especially thankful
to the esteemed Shareholders for their continued
encouragement and support.

For and on behalf of the Board of Directors
For Indo National Ltd

P Dwaraknath Reddy PAditya Reddy

Managing Director Joint Managing Director

(DIN:00277929) (DIN:00482051)

Place : Chennai
Date : 12^th August, 2025