Dear Members, 
The Board of Directors present their 44th Annual Report on
the business and operations of your Company along with the audited financial statements
for the financial year ended on 31st March, 2026. 
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 (Amount in Rupees in lakhs) 



  

    

    
Standalone
    

    
Consolidated
    

  
  

    
Particulars
    
Financial Year ended 31st
    March, 2026
    
Financial Year ended 31st
    March, 2025
    
Financial Year ended 31st
    March, 2026
    
Financial Year Ended 31st
    March, 2025
  
  

    
Revenue from
    
17.34
    
17.48
    
6250.44
    
4527.75
  
  

    
Operations
    
138.95
    
0.25
    
205.29
    
28.29
  
  

    
Other Income 
    

    

    

    

  
  

    
Total Income
    
17.59
    
156.43
    
6548.73
    
4733.05
  
  

    
Total Expenditure
    
166.15
    
33.53
    
5316.39
    
4416.85
  
  

    
Gross
    
(148.56)
    
122.90
    
1232.34
    
316.2
  
  

    
Profit/(Loss) before
    

    

    

    

  
  

    
Depreciation and Tax
    

    

    

    

  
  

    
Less: Depreciation
    
0
    
0
    
157.18
    
63.45
  
  

    
Profit/(Loss) before tax
    
(148.56)
    
122.90
    
1075.16
    
252.75
  
  

    
Less: Tax expense
    
(21.99)
    
21.58
    
307.39
    
60.90
  
  

    
Other comprehensive income for the year
    
0
    
0
    
(0.83)
    
(0.31)
  
  

    
Profit/(Loss) for the year
    
(126.56)
    
101.32
    
766.94
    
191.54
  


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). 
The paid-up capital of the Company is 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 during the year and in between the end of the financial year of
the Company on 31st March 2026 and on the date of this report except the
following: 
SPNP Paper and Pack Private Limited, a wholly owned subsidiary of the
Company, divested its entire shareholding comprising 9,90,000 equity shares in Fine
Papyrus Private Limited. Consequently, Fine Papyrus Private Limited ceased to be a
step-down subsidiary of the Company with effect from the 16th March 2026. 

7. PROMOTERS 


There were no changes in the promoters of the Company during the
financial year. 

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. 

10. REPORT ON THE PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE 
COMPANIES 

The Company has three Wholly owned Subsidiaries i.e., SPNP Paper and
Pack Private Limited, Yug Fashion Garments Private Limited and Paynov8 Private Limited
(Earlier known as Auro Fintech Private Limited) as on 31st March 2026 and there
has been no material changes in the nature of the business. 
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 forming part of the Annual Report. 
The Company does not have any associate and joint venture Company. 

11. BOARD MEETINGS 

During the Financial year, total 6 (Six) meetings of the Board of
Directors were held on 1st April 2025, 29th May 2025, 20th
June 2025, 13th August 2025, 14th November 2025 and 13th
February 2026. The attendance record of all Directors is as under: 

  

    
Name of the Directors
    
No. of Board Meetings
    
Attendance at last AGM
    

  
  

    

    
Held
    
Attended
    
held on 22nd July, 2025
  
  

    
Mr. Darpan Shah
    
6
    
6
    
Yes
  
  

    
Mr. Devan Pandya
    
6
    
6
    
Yes
  
  

    
Mrs. Shreya Pandya
    
6
    
6
    
Yes
  
  

    
Mr. Amit Sinkar
    
6
    
6
    
Yes
  
  

    
Mr. Amit Patankar
    
6
    
6
    
Yes
  

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 2025, and the proceedings of the meetings were properly recorded and signed in the
Minutes Book maintained for the purpose. 

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL 
(i) Directors and Key Managerial Personnel 

During the year, there were no changes in directors or Key Managerial
Personnel of the Company except the following: 
1. Ms. Swapna Shivashankaran (ACS 63355) resigned as Company Secretary
and Compliance officer of the Company from close of business hours on 31st July
2025. 
2. Ms. Krinisha Sanghvi (ACS 74032) appointed as Company Secretary and
Compliance Officer, a Key Managerial Personnel of the Company with effect from 13th
August, 2025. 3. 

(ii) Directors retire by rotation 

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 to 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 re-appointment. Mrs. Shreya Pandya has confirmed that she is
not disqualified for appointment as director under Section 164 of the Act and has offered
herself 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 44th Annual General Meeting of the Company. 

(iii) Declaration by Independent Directors(s) 

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. 

(iv) Annual Evaluation of Board 

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. 

13. DIRECTORS' RESPONSIBILITY STATEMENT 

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, 2026 and of the loss 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. 

14. COMMITTEES AND POLICIES OF THE COMPANY 
(1) Audit Committee 

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 6 (Six) times during the year on 1st
April, 2025, 29th May, 2025, 20th June 2025, 13th August,
2025, 14th November, 2025 and 13th February, 2026. 

  

    
Name of the Member
    
No of Meetings attended
  
  

    
Mr. Darpan Shah
    
6
  
  

    
Mr. Amit Sinkar
    
6
  
  

    
Mr. Amit Patankar
    
6
  


(2) Nomination and Remuneration Committee 

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 13th August
2025 and 12th February 2026 during the year. 

  

    
Name of the Member
    
No of Meetings attended
  
  

    
Mrs. Shreya Pandya
    
2
  
  

    
Mr. Amit Sinkar
    
2
  
  

    
Mr. Amit Patankar
    
2
  


(3) Stakeholder Relationship Committee 

The Stakeholder Relationship Committee of Directors was constituted
pursuant to the provisions of Section 178 of the Companies Act, 2013. The Stakeholder
Relationship Committee comprises of: 
1. Mrs. Shreya Pandya–Director (Chairperson) 
2. Mr. Devan Pandya- Director 
3. Mr. Amit Patankar – Independent Director 
The Board has, in accordance with the provisions of Section 178(5) of
the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, constituted the Stakeholders' Relationship Committee
to consider and resolve the grievances of the security holders of the Company and oversee
matters relating to investor services and stakeholder relations. 
The Stakeholder Relationship Committee met on 11th February
2026 during the year. 

  

    
Name of the Member
    
No of Meetings attended
  
  

    
Mrs. Shreya Pandya
    
1
  
  

    
Mr. Devan Pandya
    
1
  
  

    
Mr. Amit Patankar
    
1
  


(4) Risk Management 

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. 

(5 ) Whistle Blower/ Vigil Mechanism 


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. 

(6) Disclosure Under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 

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

(7) Corporate social responsibility 

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

15. LISTING OF SHARES AND DEPOSITORIES 

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. 

16. CORPORATE GOVERNANCE AND REPORT THEREON 

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. 

17. STATEMENT SHOWING THE DETAILS OF EMPLOYEES OF THE COMPANY PURSUANT
TO 
SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) OF THE
COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014: 

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. 

18. ANNUAL RETURN 

Annual Return for the financial year ended 31st March, 2026
is available on the website of the Company i.e. www.nidhigranites.com. 

19. AUDITORS 
(i) STATUTORY AUDITOR 

The Statutory Auditors of your Company, namely, M/s. Jogin Raval &
Associates, Chartered Accountants Firm Registration No.128586W were appointed for a period
of five years at the Annual General Meeting held on 29th September, 2021. Your Company
proposes to re-appoint M/s. Jogin Raval & Associates, Chartered Accountants Firm
Registration No.128586W as the Statutory Auditors for five years at the ensuing Annual
General meeting Auditors have 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. 

(ii) SECRETARIAL AUDITOR 

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 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". 

(iii) COST AUDITOR 

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. 

(iv) INTERNAL AUDITOR 

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
2025-2026. 

20. MAINTENANCE OF COST RECORDS 

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

21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL 
STATEMENTS 

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. 

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT 
(i) Details of loans, guarantees and securities 

During the year under review, the Company has not granted any loans or
provided any guarantees or securities, except for a guarantee of 5 Crores provided to SPNP
Paper and
Pack Private Limited, a wholly owned subsidiary of the Company. 

(ii) Details of investments 

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. 

23. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES 

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. 

24. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION 

Your Company has complied with all the applicable environmental laws
and labor 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. 

25. ENVIRONMENT 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. 

26. BUSINESS RESPONSIBILITY REPORT 

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, 2026. 

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

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 

28. INTERNAL CONTROL SYSTEMS: 

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. 

29. GREEN INITIATIVES 

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. 

30. SECRETARIAL STANDARDS 

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. 

31. GENERAL DISCLOSURES 

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. 

32. ACKNOWLEDGEMENT 

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. 

  

    

    
For and on behalf of the Board
  
  

    

    
For Nidhi Granites Limited
  
  

    

    
Sd/-
  
  

    
Place: Mumbai
    
Devan Pandya
  
  

    
Date: 19th June 2026
    
Chairperson
  
  

    

    
DIN: 09065430
  
  

    
Regd. Office:
    

  
  

    
2010, 20th Floor, 9 Business Bay,
    

  
  

    
Off Link Road, Behind Evershine Mall,
    

  
  

    
Malad West, Mumbai 400064.
    

  
  

    
CIN : L51900MH1981PLC025677
    

  
  

    
Email : nglindia2021@gmail.com
    

  
  

    
Website: www.nidhigranites.com