DIRECTORS REPORT

To

The Members,

Nagpur Power and Industries Limited

Your Directors take pleasure in presenting the 27th (Twenty Seventh) Annual Report of Nagpur Power and
Industries Limited along with the summary of Standalone and Consolidated Financial Statements for the financial
year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS:

The Company’s financial performance (standalone and consolidated) for the year ended March 31, 2023 is
summarized below:

2. STATE OF COMPANY’S AFFAIRS:

STANDALONE:

The Company has posted a zero revenue from operations for the current year (F.Y. 2022-23) as compared to INR
16.07 Lakhs in F.Y. 2021-22. The Loss during the F.Y. 2022-23 was at INR 143.89 Lakhs as compared to Profit of
INR 611.85 Lakhs in F.Y. 2021-22 translating to Basic Earnings Per Share at INR (1.10) for the F.Y. 2022-23 as
against INR 4.67 in F.Y. 2021-22.

CONSOLIDATED:

The Company recorded operational revenue of INR 4383.35 Lakhs during the F.Y. 2022-23 as compared to INR
3299.55 Lakhs in F.Y. 2021-22. The Loss during the F.Y. 2022-23 was at INR 372.74 Lakhs as compared to Profit
of INR 265.41 Lakhs in F.Y. 2021-22 translating to Basic Earnings Per Share at INR (2.78) for the F.Y. 2022-23 as
against INR 2.32 in F.Y. 2021-22.

3. DIVIDEND:

In view of the losses incurred and in order to conserve capital for future investment plan, the Board of Directors
does not recommend any dividend for the financial year 2022-23.

4. TRANSFER TO RESERVES:

During the year under review, no amount was required to be transferred to General Reserve.

5. SHARE CAPITAL:

During the year, the Company has not issued shares with differential voting rights, nor has granted any stock
options or sweats equity, no bonus shares were issued by the Company. There was no provision made by the
Company for purchase of its own shares by employee or by the trustee. As on March 31, 2023, none of the
Directors of the Company hold instruments convertible into equity shares of the Company.

During the year, there was no change in the Share Capital of the Company. As on March 31, 2023, the issued,
subscribed and paid up share capital of your Company stood at Rs. 13,09,55,070/- comprising 1,30,95,507 Equity
shares of Rs. 10/- each.

6. CHANGE IN NATURE OF BUSINESS:

There was no change in nature of business during the year under review.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year of the Company to which this report relates and the date of the report
except as otherwise mentioned in this director report, if any.

There had been no changes in the nature of Companies business. To the best of information and assessment there
has been no material changes occurred during the financial year, generally in the classes of business in which the
Company has an interest except as otherwise mentioned in this director report, if any.

8. DEPOSITORY SYSTEM:

Your Company’s equity shares are available for dematerialisation through National Securities Depository Limited
and Central Depository Services (India) Limited. As on March 31, 2023, 90.15% of the equity shares of the
Company were held in dematerialised form and balance 9.85% is in physical form. The Company’s Registrar and
Share Transfer Agent is M/s. Link Intime India Pvt. Ltd. having office at C-101,247 Park, LBS Marg, Vikhroli - (W),
Mumbai - 400083.

9. ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of Companies Act, 2013, the Annual Return of the Company as on 31st
March, 2023, will be made available on the Company’s Website after the ensuing Annual General Meeting and can
be accessed at the web link https://www.nagpurpowerind.com/investors/corporate-governance/ .

10. NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 (four) times in the financial year ended March 31, 2023 on May 20, 2022, August 09, 2022,
November 14, 2022 and February 13, 2023. The details of the attendance of Directors at the Board Meetings during
the financial year 2022-23 are given in the Corporate Governance Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company is well supported by the knowledge and experience of its Directors and Key Managerial Personnel.

In accordance with the Articles of Associations of the Company and the provisions of Section 152 of the Companies
Act, Ms. Nidhi Salampuria (DIN: 07138654) will retire by rotation at the ensuing AGM and being eligible, has offered
herself for re-appointment. The resolution seeking Members’ approval for her re-appointment forms part of the AGM
Notice. The Board of Directors of your Company has recommended her appointment at the ensuing AGM.

During the financial year 2022-23, the Board of Directors, upon recommendation of the Nomination and
Remuneration Committee re-appointed Mr. Virat Mehta (DIN: 07910116) as the Independent Director on Board of
the Company. His re-appointment was approved by the members at 26^th Annual General Meeting (AGM) of the
Members of the Company held on September 23, 2022 for a second term of 5 consecutive years commencing from

September 28, 2022 to September 27, 2027.

Ms. Nidhi Salampuria has tendered her resignation as a Company Secretary & General Counsel and will be
associated with the company till August 31,2023. However, she will continue as the Non-Executive Director on the
board of the Company.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in
terms of Section 164 of the Companies Act, 2013 and not debarred or disqualified by the SEBI / Ministry of
Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company or
any other Company where such Director holds such position in terms of Regulation (10)(i) of Part C of Schedule V
of Listing Regulations.

The Company has following persons as Key Managerial personnel as on the date of this report:

12. DECLARATION INDEPENDENCE:

The Independent Directors of the Company have submitted the declaration of independence as required under
Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6)
of the Companies Act and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent
Directors fulfil the conditions specified in these regulations and are independent of the management. The
Independent Directors have also confirmed that they have complied with the Company's Code of Business
Conduct& Ethics. There has been no change in the circumstances affecting their status as Independent Directors of
the Company.

In the opinion of the Board, the independent directors possess the requisite qualifications, experience and
expertise(including proficiency)and they hold the highest standards of integrity.

In compliance with rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the
Company has received confirmation from the Independent Directors regarding their registration in the Independent
Directors databank maintained by the Indian Institute of Corporate Affairs.

13. FAMILIARIZATION PROGRAM:

The Company conducts familiarization programs for Independent Directors to enable them to understand their roles,
rights and responsibilities. Operational updates are provided for them to have a good understanding of Company’s
operations, businesses and the industry as a whole. They are periodically updated on material changes in
regulatory framework, changes in laws and its impact on the Company.

14. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a structured questionnaire was prepared as per the requirement of the act which
included various aspects of Boards and Committees functioning, Composition of the Board and its Committees,
functioning of the Individual Directors. The aspects covered in the evaluation included the contribution to and
monitoring of corporate governance practices and the fulfilment of Directors’ obligations and fiduciary
responsibilities, including but not limited to, active participation at the Board and Committee meetings.

Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and
of Non - Executive Directors. The Board expressed their satisfaction with the evaluation process.

15. NOMINATION AND REMUNERATION POLICY:

The policy of the Company on appointment and remuneration, including criteria for determining qualifications,
positive attributes and independence of a Directors, Key Managerial Personnel and Senior Management and other
matters provided under of Section 178 (3) of the Companies Act, 2013 is adopted by the Board and may be

accessed on Company’s website at the link: https://www.naqpurpowerind.com/investors/corporate-qovernance/.

We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration
policy of the Company. Further, the Nomination and Remuneration Committee devises the policy on Board diversity
to provide for having a broad experience and diversity on the Board.

16. LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given, investments made, guarantees given and securities provided by the Company during the
financial year under review form parts of the notes to the financial statements provided in this Annual Report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO:

Disclosures pertaining to conservation of energy, technology absorption are not applicable to the Company during
the year under Review.

The Company has not undertaken any R&D activity in the current year.

The Company has not imported any technology during the year.

During the year, the foreign Exchange outgo was Rs. NIL (Previous year - Nil). The Foreign Exchange earning was
NIL (Previous year Rs. NIL).

18. RISK MANAGEMENT

The Company is aware of the risks associated with the business. The Senior Management regularly analyses and
takes corrective actions for managing / mitigating the same. In terms of the requirement of the Act, the Company
has authorized Senior Management to manage, monitor and report on the principal risks and uncertainties that can
impact the ability to achieve the Companies strategic objectives. The Senior Management periodically informs the
board on various issues along with its recommendations and comments for Boards review and necessary action.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are not required to be made.

20. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has One Subsidiary Company “The Motwane Manufacturing Company Private Limited”. The
Company does not have /Joint Ventures/Associate Companies. During the year no Company has become or
ceased to be subsidiary or associate of the Company.

21. PERFORMANCE OF SUBSIDIARY:

The Motwane Manufacturing Company Private Limited, Subsidiary of the Company generated a revenue from
operations of INR 4383.35 Lakhs in the year under review. The loss during the F.Y. 2022-23 was at INR 228.83
Lakhs.

22. CONSOLIDATED FINANCIAL STATEMENTS:

As required under SEBI LODR Regulations and Section 129 of the Companies Act, the consolidated financial
statements have been prepared by the Company in accordance with the applicable accounting standards and forms
part of the Annual Report. A statement containing the salient features of the Financial Statements of “The Motwane
Manufacturing Company Private Limited”, Subsidiary of the Company as per Rule 5 of the Companies (Accounts)
Rules, 2014, is provided in the prescribed Form AOC-1 which is annexed as “Annexure I”.

23. DEPOSITS:

In terms of the provision of Sections 73 and 74 of the Companies Act, 2013 read with the relevant rules, the
Company has not accepted any public deposits during the year under review.

24. RELATED PARTY TRANSACTIONS:

All related party transactions are placed before the Audit Committee for review and approval.

All related party transactions entered during the year were at an arm’s length basis. In terms of Regulation 23 of
SEBI LODR Regulations, the Company had obtained the approval of the members of the Company by ordinary
resolution at the 26^th Annual General Meeting (AGM) held on September 23, 2022, for entering into material related
party transactions. Accordingly, the details of the material related party transactions entered into during the year
have been reported in Form AOC-2, which is given in “Annexure If’ to this Report.

The attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to
Accounts (Note No. 36) forming part of the standalone financial statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company website and can
be accessed at the Web link: https://www.nagpurpowerind.com/investors/corporate-governance/ .

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant and material orders passed by the regulators/ courts/ tribunals which would impact the
going concern status of the Company and its future operations.

26. INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size, scale and complexity of its
operations. The internal controls over financial reporting have been identified by the management and are checked
for effectiveness across all locations and functions by the management and tested by the Auditors on a sample
basis. The controls are reviewed by the management periodically and deviations, if any, are reported to the Audit
Committee periodically.

27. AUDIT COMMITTEE OF THE COMPANY:

The Audit Committee comprises of 4 (four) Directors, viz. Mr. Nimis Sheth (Chairperson), Mr. Virat Mehta, Mr.
Gautam Khandelwal and Mr. Shyam Kanbargi. The composition of the Audit Committee is in compliance with the
requirements of Section 177 of the Companies Act and Regulation 18 of SEBI LODR Regulations. The details of the
role and responsibilities of the Audit Committee, the particulars of meetings held and attendance of the members at
such meetings are given in the report on Corporate Governance, which forms part of the Annual report. During the
Financial Year under review, the recommendations made by the Audit Committee were accepted by the Board.

28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has adopted a Vigil Mechanism and Whistle Blower Policy to report genuine concerns about any
unethical behavior, actual or suspected fraud or violations of the Company’s code of conduct. The provisions of this
policy are in line with the provisions of Section 177 (9) of the Act. The policy can be accessed on the Company’s
website at following link https://www.nagpurpowerind.com/investors/corporate-governance/.

29. STATUTORY AUDITORS AND STATUTORY AUDITOR’S REPORT AND NOTES TO FINANCIAL
STATEMENTS

M/s. Parekh Sharma and Associates, Chartered Accountants (Firm Registration No. 129301W) were re-appointed
as the Statutory Auditors of the Company to hold office for a second term of 5 (Five) consecutive years commencing
from conclusion of the 26^th Annual General Meeting (AGM) held on September 23, 2022 until the conclusion of the
31st Annual General Meeting of the Company to be held in the year 2027as per the provisions of Section 139 of the
Companies Act, 2013.

The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process. For the
financial year 2022-23, the total fees paid by the Company to the Auditors for all the services provided by them was
Rs. 4,75,000/- (Rupees Four Lacs Seventy-Five Thousand Only).

The report issued by M/s. Parekh Sharma and Associates on the financial statements of the Company for the
financial year ended March 31,2023 forms part of the Annual Report. The Notes on financial statement referred to
in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not
contain any qualification, reservation or adverse remark.

30. INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013 and the rules made there under, M/s M. V. Ghelani & Co.,
Chartered Accountants (ICAI Firm Registration No. 119077W) are Internal Auditors of the Company. The audit
Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning,
periodicity and methodology for conducting the internal audit.

31. SECRETARIAL AUDIT REPORT:

The Board of Directors of the Company has appointed M/s. DSM & Associates, Practicing Company Secretaries, to
conduct the Secretarial Audit and their Report on Company’s Secretarial Audit is appended to this Report as
“Annexure III”. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. DSM &
Associates, Company Secretary in practice, in their Secretarial Audit Report for the financial year 2022-23.

The Company’s unlisted material subsidiary company - The Motwane Manufacturing Company Private Limited
(“MMCPL”) undergoes Secretarial Audit. A copy of the Secretarial Audit Report of MMCPL has been appended as
“Annexure IV” to this Report.

The Annual Secretarial Compliance Report as required under Regulation 24A of SEBI LODR Regulations has been
submitted to the stock exchanges within 60 days of the end of the financial year.

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) issued by the Institute of Company Secretaries of India and adopted under the Companies Act.

During the year, the Board of Directors met 4 (four) times, details of which are provided in the Corporate
Governance report.

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS:

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of
frauds committed in the Company by its officer or employees to the Audit Committee or to Central Government
under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

34. COST RECORD:

Maintenance of cost records as specified under Section 148(1) of the Act is not applicable to your Company.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of
SEBI LODR Regulations, is appended as “Annexure V” to this Report.

36. CORPORATE GOVERNANCE:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the
Corporate Governance requirements as set out by the Securities and Exchange Board of India (“SEBI”).

The Report on Corporate Governance as stipulated under SEBI LODR Regulations forms part of the Annual Report
as “Annexure VI”. A certificate from M/s. DSM & Associates, Company Secretaries in practice, confirming
compliance with the conditions of Corporate Governance as stipulated under Schedule V to SEBI LODR
Regulations and applicable provisions of the Companies Act forms part of the Corporate Governance Report.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place Prevention of Sexual Harassment at Workplace Policy in line with the requirements of
the Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH”).
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

All employees (permanent, contract, temporary, trainees) are covered under this policy. Following is a summary of
Sexual Harassment Complaints received and disposed off during the year 2022-2023. The details required to be
disclosed under POSH form part of the Corporate Governance Report.

38. PARTICULARS OF EMPLOYEES:

In accordance with the requirements of Section 197(12) read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, the disclosures with respect to
the remuneration of directors and employees has been appended as “Annexure VII” to this Report.

39. BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT:

Our Company is not covered under top one thousand listed entities based on market capitalization, hence Business
Responsibility and Sustainability Report is not applicable to the Company.

40. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) and 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 that 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 loss of the Company for that year;

iii) they have taken proper and sufficient care to the best of their knowledge and ability, 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) the annual accounts have been prepared 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; and

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.

41. INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Mr. Virat Mehta was re-appointed as Independent Director of the Company for a second term of 5 consecutive
years. The Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section
150(1) of the Companies Act, 2013.

42. PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

43. 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:

During the year under review, there were no instances of onetime settlement with any Bank or Financial Institution.

44. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE
ACCOUNT:

The Company does not have any Shares lying in Demat Suspense Account or Unclaimed Suspense Account.
ACKNOWLEDGEMENTS:

Your Board of Directors wishes to place on record their appreciation for the whole-hearted cooperation received by
the Company from the Shareholders, various Government departments, Business Associates, Company/s Bankers
and all the employees during the year.

For and on Behalf of Board of Directors of
Nagpur Power and Industries Limited

Gautam Khandelwal

Place: Mumbai Executive Chairman

Date: August 11, 2023 DIN: 00270717