Directors Report of On Door Concepts Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 11^th Annual Report on the business and operations of
the Company and the Audited Financial Statements (consisting of Balance sheet, statement of Profit and
Loss and cash flow statement) of the Company for the Financial Year ended March 31, 2025.

1. Financial Results

The Financial performance of the Company for the Financial Year ended March 31, 2025 has been
considerably good since the total turnover of the Company as compared to previous financial year
increased significantly. The operating results of the Company for the Financial Year ended March 31,
2025 are as under:

(Amount in Lakhs)

PARTICULARS	Year ended March 31, 2025	Year ended March 31, 2024
	Year ended March 31, 2025	Year ended March 31, 2024
Turnover	27,301.07	23,351.54
Other Income	7.53	0.40
Total Income	27,308.60	23,351.94
COGS & Other Expenses	26,111.29	22,402.62
Finance Costs	40.93	8.76
Depreciation	395.53	406.02
Profit/(loss) before exceptional items and tax	760.85	534.53
Exceptional items	-	(5.53)
Profit / (loss) before tax	760.85	529.00
Prior Period Item	0.00	0.00
Tax expense:
Current tax	-	-
Deferred tax Assets	(17.11)	(76.79)
Total tax expense	(17.11)	(76.79)
Profit/(Loss) after tax	777.96	605.79
Earning per Equity shares Basic	13.77	10.72
Diluted	-	-

2. Dividend

Your directors inform you that your company has posted a Net Profit of INRs. 777.96 lakhs for the
year and in order to conserve the financial resources for further growth and aiding the financial

resources, your Directors have decided, not to recommend any dividend for the financial year ended
on March 31, 2025.

3. Change in the capital structure of the Company

During the period under review, there has been no change in the Capital Structure of the Company.
However after the close of the financial year, the Board of Directors at its meeting held on May 28,
2025, had approved an increase in the authorized share capital of the Company from INRs.

6.50.00. 000 (Rupees Six Crore Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs) equity
shares of INRs. 10/- each to INRs. 10,00,00,000/- (Rupees Ten Crore Only) divided into 100,00,000
(One Hundred Lakhs) Equity Shares of INRs. 10/- (Rupees Ten) each by creation of additional

35.00. 000 (Thirty Five Lakhs) equity shares of INRs. 10/-(Rupees Ten) each to facilitate capital
raising in the future and the business expansion and the same was also approved by the
shareholders through an Ordinary Resolution passed at the Extra-ordinary meeting of the Company
held on June 27, 2025. Accordingly, Clause V of the Memorandum of Association was altered to
reflect the revised authorized share capital of the Company.

There were no other changes in paid-up equity share capital as on March 31, 2025, which stood at
INRs. 5,64,86,120 comprising 56,48,612 equity shares of INRs. 10 each.The Company has not
made any issue of shares or allotment of shares during the year under review.

4. Reserves

During the Financial Year ended March 31, 2025 the Company has not transferred any amount to the
General Reserve.

5. Transfer to Investor Education and Protection Fund

During the period under review, there is no amount of unpaid/unclaimed dividend which is required to
transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act,
2013.

6. Brief description of the Companyâs working during the year and future outlook
Performance of the Company:

Your Companyâs financial performance for the financial year under review showed a substantial
improvement and has been encouraging. During the financial year under review, the Company has
achieved a gross turnover of INRs. 27,301.07 Lakhs in comparison to previous yearâs turnover of
INRs. 23351.54 Lakhs. It represented an increase of 16.91% over the previous year. Your Company
has earned a PAT of INRs. 777.96 Lakhs as against previous yearâs PAT of INRs. 605.79 Lakhs.

The Financial Year 2024-25 has been an important year for the Company from the point of view of
getting good business prospects and transforming the prospects into the revenues. The Company
continues to operate in the retail segment through its stores and e-commerce platforms, engaged in

B2B sales and is actively exploring growth opportunities within the B2B segment. It has registered a
growth of 16.91% in revenue and 28.42% in profit after tax over the previous year, indicating robust
business performance and cost management.

Future Outlook:

Your Company is optimistic about its growth in the coming years. The organized retail and grocery
segment in India is growing steadily, and consumer preferences are shifting toward convenient and
value-driven shopping through online and offline channels.

Management anticipates maintaining the growth trajectory with similar year-on-year improvement in
both revenue and profitability metrics through:

â¢ Expanding high-margin product categories.

â¢ Leveraging economies of scale to improve profitability margins.

â¢ Conservative capital allocation and prudent financial planning.

The Company is actively evaluating new store openings and expansion opportunities, with the
objective of consolidating its market presence. The Company remains focused on sustainable and
profitable growth.

On Door Concepts Limited is confident of achieving higher performance in the future.

7. Change in the nature of business

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

8. Listing on SME Platform

Your Company is listed on the SME Platform of NSE (EMERGE) since November 01, 2023. Being a
SME-listed company, corporate governance provisions under Regulation 15(2) of SEBI (LODR)
Regulations, 2015 are not mandatory.

The Company has duly paid the applicable Annual Listing Fees for the Financial Year 2025-26 to the
Stock exchange where its equity shares are listed and has ensured compliance with all the applicable
listing regulations.

09. Utilization of IPO Proceeds

The Company has utilized the IPO proceeds during the financial year 2023-24 and there are no
deviation(s) or variation(s) in respect of the utilization of the proceeds of the Initial Public Offer by the
Company as per Regulation 32(1)(a) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations 2015 and has submitted the Statutory
Auditor''s Certificate on the utilization of IPO proceeds to the Exchange on November 14, 2024.

10. Dematerialization of Shares

As on March 31 2025, all Equity Shares of the Company are in dematerialized form with either of the
depositories viz. NSDL and CDSL. The breakup of the equity shares held in dematerialized and
physical form as on March 31, 2025 are as follows:

MODE	SHARES	% TO CAPITAL
NSDL	4093400	72.47
CDSL	1555212	27.53
Physical	0	0
Total	5648612	100

The ISIN No. allotted to the Company is INE00ER01015 and Registrar and Share Transfer Agent is
BIGSHARE SERVICES PRIVATE LIMITED.

11. 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 the Financial Statements
relate and the date of the Report.

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board confirms that
there have been no material changes and commitments, affecting the financial position of the
Company, which have occurred between the end of the Financial Year i.e., March 31, 2025, and the
date of this Report.

The Company continues to operate its business in the ordinary course and remains financially stable.
Any developments or strategic decisions made during this period are in line with the Companyâs longÂ¬
term objectives and have not adversely impacted its financial position.

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Companyâs operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and Companyâs operations in future.

13.Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. The Company during the year had formalized the same by formulating and
adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the
identifiable risks in the organization.

The Company does not fall under the ambit of the top 500 listed entities, determined on the basis of
market capitalization as at the end of the immediately preceding financial year. Hence, compliance

under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
not applicable on the Company.

14. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has in place an adequate internal financial control system commensurate with the size,
scale, and complexity of its operations. These controls are designed to provide reasonable assurance
regarding the reliability of financial reporting, compliance with applicable laws and regulations, and
the effectiveness and efficiency of operations.

During the year under review, the internal financial controls were tested and evaluated by both
internal and statutory auditors. No material weaknesses in the design or operation of controls were
observed. The systems and procedures adopted by the Company ensure orderly and efficient conduct
of its business, safeguarding of its assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records, and timely preparation of reliable financial statements.

The Audit Committee and the Board of Directors periodically review the adequacy and effectiveness
of the internal control systems and take appropriate steps to strengthen them further as required.

15. Deposits

The details relating to deposits, covered under Chapter V of the Act, -

(a) Accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interest thereon
during the year and if so, number of such cases and the total amount involved: NIL

As at the end of the year under review, the Company has outstanding balance of secured loan from
Financial Institutions amounting to INRs. 910.00 Lakhs and unsecured loan amounting to INRs.
192.80 Lakhs from OXYZO Financial Services Limited and the related parties respectively.

16. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed
to the report as âAnnexure Iâ and is incorporated herein by reference and forms an integral part of
this report.

17. Auditors and Auditorâs Report
Statutory Auditors & their report

M/s B.C.P. Jain & Co., Chartered Accountants, Bhopal (ICAI Firm Registration Number 000802C) were
appointed as the Statutory Auditors of the Company at the 06^th Annual General Meeting held on

December 31, 2020 for a term of 5 Years. The Company proposed to re-appoint them to hold office
for second term of 5 years from the conclusion of this Annual General Meeting till the conclusion of
Sixteenth Annual General Meeting of the Company subject to approval by the members at the
upcoming Annual General Meeting of the Company.

The Company has received a written consent from M/s B.C.P. Jain & Co. along with a certificate
confirming that their re-appointment, if made, would be in accordance with the provisions of Section
139 read with Section 141 of the Companies Act, 2013.

M/s B.C.P. Jain & Co. Chartered Accountants, have audited the books of accounts of the Company for
the Financial Year ended March 31, 2025 and have issued the Auditors'' Report thereon. There are no
qualifications, or reservations or adverse remarks or disclaimers in the said report. Further, no fraud
has been reported by the Auditors to the Audit Committee or the Board during the period under
review.

The Auditor''s Report, read together with the notes on financial statements are self-explanatory and
hence do not call for any further comments under Section 134 of the Act.

Cost Auditors & their report:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and other applicable rules and
provisions, if any, the requirement of Cost Audit is not applicable to the Company.

Secretarial Auditors & their report:

Pursuant to section 204 of the Companies Act, 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to
have Company Secretary in practice for furnishing the secretarial audit report, in Form MR-3
accordingly M/s Piyush Bindal& Associates have been appointed as Secretarial Auditors of the
Company. The Secretarial Audit Report for the financial year ended March 31, 2025, as required
under Section 204 of the Act is annexed with this Annual Report. The Secretarial Auditorsâ Report for
fiscal 2025 does not contain any qualification, reservation, or adverse remark. The Secretarial
Auditorsâ Report is enclosed as Annexure II to the Boardâs report, which forms part of this Integrated
Annual Report.

Internal Auditors:

The Company has in place adequate internal financial controls with reference to the financial
statement. The Audit Committee of the Board periodically reviews the internal control systems with
the management and Statutory Auditors. Further, the Board appointed M/s. Akash Saxena & Co.,
Chartered Accountants (Firm Reg. No. 028465C) on May 29, 2024 to act as an Internal Auditor of the
Company for the Financial Year 2024-25.

18.Performance and financial position of Subsidiarv/Joint Ventures/Associate Companies

The Company does not have any Subsidiaries/Associate Companies and has not entered into a joint
venture with any other Company.

19. Corporate Governance Report

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the compliance with Corporate Governance provisions as specified in
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and
E of Schedule V is not applicable to companies listed on the SME Platform.

Accordingly, the Report on Corporate Governance is not required to be furnished by the Company for
the financial year under review. Hence, corporate governance report does not form a part of this
Board Report, though we are committed towards best corporate governance practices. However,
your Company undertakes that when the above said provision is applicable to the Company the
same will be duly complied within the period of 6 months.

20 Share Capital

A) Issue of equity shares with differential rights

As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period
under review, your Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period
under review, your Company has not issued Sweat equity shares.

C) Issue of employee stock options

As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period
under review, your Company has not issued equity shares under the scheme of employee stock
option.

D) Provision of money by Company for purchase of its own shares by employees or by trustees for
the benefit of employees

As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting
rights exercised directly or indirectly by the employees in respect of shares held by them.

21. Weblink of the Annual return

As per Section 92(3) of the Companies Act, 2013, the Company is having website âwww.ondoor.comâ
and the Annual Return for the Financial Year 2024-25 will be placed on its website after filing of the
same done with Registrar of Companies, Ministry of Corporate Affairs.

22. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as required to furnish for the year 2024-25 are under:

S.No.	Particulars	Comments
(A)	Conservation of energy
(i)	the steps taken or impact on conservation of energy;	In view of business activities, the Company is not a manufacturing Company and using very less power for its business activities hence it is not beneficial for the interest of the company to take substantial steps for the conservation of energy.
(ii)	the steps taken by the Company for utilizing alternate sources of energy;
(iii)	the capital investment on energy conservation equipments
(B)	Technology absorption
(i)	the efforts made towards technology absorption	The Company uses latest technology and equipment in its business. Further, the Company is not engaged in any manufacturing activity.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	(a) the details of technology imported
	(b) the year of import
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv)	the expenditure incurred on Research and Development	No expenditure incurred on Research & Development during the year.
(C)	Foreign exchange earnings and Outgo	Inflow	Out Flow
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	0.00	0.00

23. Board of the Company

A) Board of Directors and Key Managerial Personnel

The Company has following Directors as on date of this report:

S. No	Name of Director	Designation	Date of	DIN
			Appointment on Current Designation

1	Mr. Narendra Singh Bapna	Chairman and Managing Director	08.05.2023	03201953
2	Mr. Pramod Ramdas Ingle	Whole Time Director	08.05.2023	03201939
3	Mrs. Vaishali Ingle	Executive Director	13.04.2023	07022154
4	Mr. Ratnakar Venkappa Rai	Independent Director	08.05.2023	00126309
5	Mrs. Sangita Bhamesh Kamble	Independent Director	08.05.2023	10130251

6	Mrs. Shivani	Shivshankar	Independent Director	08.05.2023	09359208
	Tiwari

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as
prescribed under the applicable regulations and that they are not disqualified from being appointed
as directors in terms of Section 164(2) of the Companies Act, 2013.

During the Financial Year 2024-25, there were no changes took place in the composition of the
Board.

Further, pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company during the period under review are: -

S. No	Name of Director	Designation
1	Mrs. Vaishali Bakliwal	Company Secretary (CS) & Compliance Officer
2	Mr. Rahul Gurmalani	Chief Financial Officer (CFO)

B) Constitution of the Board of directors and their meetings

(a) Constitution of the Board

The Board of Directors of the Company comprises an appropriate mix of Executive and Non-Executive
Directors, including Independent Directors, in compliance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
applicable to companies listed on the SME Platform as on March 31, 2025, the Companyâs Board
comprises of 6 (Six) Directors, comprising of Three Executive Director and Three Non-Executive
Independent Directors.

The Members of the Board are highly qualified and having varied experience in their respective field
and they assist the Board to discharge their functions from time to time. The Board is satisfied that
the current composition reflects an appropriate mix of knowledge, skills experience, expertise,
diversity, and Independence. The Board provides leadership, strategic guidance, an objective and
independent view to the Companyâs management while discharging its fiduciary duties, thereby
ensuring that the management adheres to the high standards of ethics, transparency, and disclosure.

(b) Meetings of the Board

The Board meets at regular intervals to discuss Company operations apart from other Board
business. The Board continues to guide the Company with strategic insight, sound governance, and
accountability, in line with its commitment to long-term stakeholder value creation.

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in
scheduling their program. The agenda of the meeting is circulated to the members of the Board well
in advance along with necessary papers, reports, recommendations and supporting documents so
that each Board member can actively participate on agenda items during the meeting.

During the Financial year 2024-25, the Board met 4(Four) times as per Section 173 of the
Companies Act, 2013 which is summarized below and the maximum interval between any two
meetings did not exceed 120 days.

S. No	Date of Board Meeting	Board Strength	No. of Directors	No. of Director Absent
			Present
1	29.05.2024	6	6	0
2	29.08.2024	6	6	0
3	14.11.2024	6	6	0
4	13.03.2025	6	6	0

And the company conducted 10^th Annual General Meeting on September 30, 2024 for passing the
shareholderâs resolution on various matters.

Attendance details of Directors during the Financial Year ended March 31, 2025 are given below:

Name of the Directors	Category	Number of Board
		Meetings attended
Mr. Narendra Singh Bapna	Chairman & Managing Director	4
Mr. Pramod Ramdas Ingle	Whole Time Director	4
Mrs. Vaishali Pramod ingle	Executive Director	4
Mrs. Sangita Bhamesh Kamble	Independent Director	4
Mrs. Shivani Shivshankar Tiwari	Independent Director	4
Mr. Ratnakar Venkappa Rai	Independent Director	4

In terms of the provisions of the Companies Act, 2013, Mrs. Vaishali Pramod Ingle (DIN: 07022154),
Executive Director of the Company will retire by rotation and being eligible, offer herself for
reappointment at the forthcoming 11^thAnnual General Meeting.

The Board recommends her re-appointment for the consideration of the Members of the Company at
the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated
under the secretarial standards and required under Regulation 36(3) of Listing Regulations, 2015 are
included as annexure in the Notice of forthcoming 11^th Annual General Meeting of the Company.

(d) Separate Meeting of Independent Director: Board Evaluation and Discussions with Independent
Director

Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Boardâs
policy is to regularly have separate meetings with Independent Directors, to update them on all
business-related issues, new initiatives and changes in the industry specific market scenario. During
the Financial Year 2024-25, 1(One) meeting of Independent Director was held on March 13, 2025
and had reviewed the performance of the Board as a whole.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)
Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance and the Directors expressed their satisfaction with the evaluation process.

(e) Declaration by Independent Director

During the Financial Year 2024-25, the Company has received the necessary declaration from each
Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and
25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in
Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience
(Including the proficiency of the independent director as ascertained from the online proficiency selfÂ¬
assessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1)
of Section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They
fulfil the conditions specified under the Companies Act, 2013.

Further, as per the Companies (Creation and Maintenance of Databank of Independent Directors)
Rules, 2019 and Companies (Appointment and Qualification of Directors) Rules, 2014 as amended
from time to time, the declaration received from the Independent Directors of the Company related to
online Proficiency Self-Assessment Test.

(f) Information available for the members of the Board

The Board has complete access to any information within the Company, The Company has provided
inter alia following informationâs and discussed the matters:

â¢ Financial results for the Company;

â¢ Minutes of meeting of the Board.

â¢ Periodic compliance reports which includes non-compliance, if any,

â¢ Disclosure of Interest received from Directors;

â¢ Related party transactions;

â¢ Regular business updates;

â¢ Report on action taken on last Board Meeting decisions;

â¢ Various Policies of the Board

â¢ Discussion with the Auditors.

24. Committees of the Board

In terms of the Companies Act, 2013, your Company has already constituted the following
Committees of the Board:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Executive Committee of Board

i. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of the Regulation 18 of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âSEBI Listing Regulationsâ) read with Section 177 of the Companies Act, 2013
(âActâ).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance
with provision of Section 177 of the Companies Act, 2013. All the members of the committee are
financially literate. During the Financial Year 2024-25, 4(Four) meetings were held, the dates of
which are29.05.2024, 29.08.2024, 14.11.2024 and13.03.2025. The following is the composition of
the Audit Committee:

Sr.	Name of Director	Category	Position in	Number of Meetings
No			Committee	Attended
1.	Mr. RatnakarVenkappa Rai (DIN: 00126309)	Independent Director	Chairman	4
2.	Ms. ShivaniShivshankar Tiwari (DIN: 09359208)	Independent Director	Member	4
3.	Ms. SangitaBhameshKamble (DIN: 10130251)	Independent Director	Member	4

ii. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of the Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) read with Section 178 of
the Companies Act, 2013 (âActâ).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance
with provisions of section 178 of the Companies Act, 2013. The Policy is available on the website of
the Company. During the year ended, 1(One) meeting of the Committee was held on August 29,
2024. The following is the composition of the Nomination and Remuneration Committee -

Sr.	Name of Director	Category	Position in	Number of
No			Committee	Meetings Attended
1.	Ms. Shivani Shivshankar Tiwari(DIN: 09359208)	Independent Director	Chairperson	1
2.	Mr. Ratnakar Venkappa Rai (DIN: 00126309)	Independent Director	Member	1
3.	Ms. Sangita Bhamesh Kamble (DIN: 10130251)	Independent Director	Member	1

iii. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of
the Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) read with Section 178 of the
Companies Act, 2013 (âActâ).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance
with provisions of section 178 of the Companies Act, 2013.During the year ended,1(One) meeting of
the Committee was held on May 29, 2024. The following is the composition of the Stakeholders
Relationship Committee:

Sr.	Name of Director	Category	Position in	Number of Meetings
No			Committee	Attended
1.	Ms. Shivani Shivshankar Tiwari(DIN: 09359208)	Independent Director	Chairperson	1
2.	Ms. Sangita Bhamesh Kamble(DIN: 10130251)	Independent Director	Member	1
3.	Mr. Narendra Singh Bapna (DIN: 03201953)	Managing Director	Member	1

The details of complaints received and resolved during the Financial Year ended March 31, 2025 are
given in the table below:

Particulars	Number of Complaint
Investor Complaints:
Opening as on April 01, 2024	0
Received during the Year	0
Resolved during the Year	0
Closing as on March 31, 2025	0

iv. Executive Committee:

The Executive Committee of the Board was set up in the Board Meeting of March 09, 2024 to handle
urgent matters that require consideration outside of regular board meetings. The Executive
Committee is headed by the Managing Director (MD) with other Functional Directors as Members and
ensure day-to-day operations of the Company within the Board approved framework including
strategic management of the Companyâs businesses, supervise and monitor implementation of
business plans, formulate, and implement control systems, urgent decision-making, guiding top

management, daily operations, compliance, and crisis leadership.

During the Financial Year 2024-25, 3(Three) meetings were held, the dates of which are 13.05.2024,
31.12.2024 and 07.03.2025.The following is the composition of the Executive Committee:

Sr.	Name of Director	Category	Position in	Number of Meetings
No			Committee	Attended
1.	Mr. Narendra Singh Bapna(DIN: 03201953)	Chairman and Managing Director	Chairman	3
2.	Mr. Pramod Ramdas	Whole Time Director	Member	3

	Ingle(DIN: 03201939)
3.	Mrs. Vaishali Pramod Ingle(DIN: 07022154)	Executive Director	Member	3

25. Code for Prohibition of Insider Trading

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of
trades by Designated persons under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulation, 2015 (âCodeâ) for prohibition of insider trading in the securities of the
Company to curb the practice for dealing in the securities while possessing Unpublished Price
Sensitive Information (âUPSIâ) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished
price sensitive information. Your Company has also formulated and adopted the Policy and
Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information
[Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading)
Regulations, 2015].

26. Code of Conduct

The Company has laid down a code of conduct for all Board members and Senior Management and
Independent Directors of the Company. All the Board members including Independent Directors and
Senior Management Personnel have affirmed compliance with the code of conduct.

27. Details of establishment of vigil mechanism for directors and employees

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for
conducting the affairs in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company
are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behavior,
actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate
safeguards against the victimization of employees who avail of the mechanism and allows direct
access to the Chairperson of the Audit Committee in exceptional cases. Further, no whistle blower
complaint has been received during the Financial Year 2024-25. The Policy is available on the
website of the Company.

28. Corporate Social Responsibility (CSR)

Your Company is committed to discharging its social responsibilities as a good corporate citizen.

The provisions of Section 135 of the Companies Act, 2013 were not applicable to the Company in the
previous financial years. However, based on the audited financial statements for the Financial Year
2023-24, the increase in the Company''s net profits triggered the applicability of Section 135 of the
Companies Act, 2013 with effect from April 1, 2024.

Consequently, the CSR Policy indicating the activities to be undertaken by the Company has been
approved by the Board at its meeting held on August 29, 2024.In accordance with Section 135(9) of
the Companies Act, 2013, since the CSR obligation of the Company does not exceed the prescribed
threshold, the constitution of a CSR Committee is not required.

As per average net profit of the Company calculated as per the applicable provisions of the
Companies Act, 2013, the Company was not required to spend any amount towards CSR activities
during the Financial Year 2024-25. Therefore, Annual Report on CSR activities is not required to be
annexed and does not form an integral part of this Report.

29. Particulars of loans, guarantees or investments under Section 186

The company has not given any loan to any person or other body corporate or given any guarantee or
provided security in connection with a loan to any other body corporate or person or acquired by way
of subscription, purchase or otherwise, the securities of any other body corporate during the financial
year under review.

30. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section
188

All the related party transactions that were entered into during the financial year ended March 31,
2025 were on armâs length basis and were in the ordinary course of business and have been noted
through resolutions. Therefore, the provisions of Section 188 were complied with during the year
under review and there were no material contract and arrangements entered by the Company with its
related parties not on armâs length basis and therefore, no details are required to be mentioned in
the FormAOC-2.

31. Particulars of employees and related disclosures

Disclosures under Section 197(12) of the Companies Act, 2013 read with 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of remuneration
drawn during the financial year 2024-25, by Directors and Key Managerial Personnel is annexed to
the Board''s report as Annexure-III.

However, none of the employee was in receipt of remuneration exceeding INRs. 102.00 Lakhs or
more per annum or INRs. 8.50 Lakhs per month or more during the Financial Year 2024-25,
therefore details of top ten employees are not required to be annexed with.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. The Company has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed there under.

Further, during the year under review, no complaints were received, nor are any complaints pending
for more than ninety days or outstanding for redressal as on March 31, 2025 under Sexual
Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 in respect of the
Company.

33. Compliances with the Provisions of the Maternity Benefit Act,1961

The Company is in the process of revising Maternity Benefit Policy during the current financial year to
incorporate enhanced provisions, in line with the provisions of the Maternity Benefit Act, 1961 and
the amendments thereto. This policy is being formulated to provide a structured framework for
extending maternity and related benefits to eligible women employees and to promote a supportive
work environment.

During the year under review, there have been no instances requiring reporting under the said Act,
and the Company remains committed to ensuring full compliance with the applicable provisions in
letter and spirit.

34. Compliances of Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

35. General Disclosure

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:

a. Provisions dealing with purchase of its own shares by a company, Provisions governing Issue of
Sweat Equity and Employees Stock Options Scheme, issue of shares with differential voting rights
etc. regulated by the Act under Companies (Share Capital & Debentures) Rules, 2014.

b. There were no application made during the year and there were no proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) at the end of the financial year.

c. As there was no settlement that has been made with any Banks or financial Institutions during
the year therefore, there is no requirement of reporting the required information as per the
Section 134(3) and the rules made thereunder.

36. Directorsâ Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013, with respect to the Directors'' Responsibility Statement the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) The directors had 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;

(c) The directors had 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;

(d) There is no fraud which are reportable by the Auditors to the Central Government, and which
needs to be disclosed in the Board report during the year under review.

(e) The directors had prepared the annual accounts for the Financial Year ended March 31, 2025 on
a going concern basis; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

37.Acknowledgements

The Company is grateful and would like to thank its customers, shareholders, debentures holders,
suppliers, financial institutions, bankers, auditors, company secretary, Central and State
Governments for their constant support to the Company. The Directors also place on record their
deep appreciation of the contribution made by employees at all levels the consistent growth of the
Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

For and on behalf of the Board of Directors
ON DOOR CONCEPTS LIMITED

Mr. Narendra Singh Bapna Mr. PramodRamdas Ingle

Chairman& Managing Director Whole Time Director

DIN:03201953 DIN:03201939

Place: Bhopal
Date: 28.08.2025

Mar 31, 2024

Your Directors have pleasure in presenting their 10^th Annual Report on the business and operations of the Company and the Audited Financial Statements (consisting of Balance sheet, statement of Profit and Loss and cash flow statement) of the Company for the Financial Year ended March 31, 2024.

1. Financial Results

The Financial performance of the Company for the Financial Year ended March 31, 2024 has been considerably good since the total turnover of the Company as compared to previous financial year increased significantly. The operating results of the Company for the Financial Year ended March 31, 2024 are as under:

(Amount in Lakhs)
PARTICULARS	Year ended	Year ended
PARTICULARS	31^st March, 2024	31s^t March, 2023
Turnover	23,351.54	18,014.52
Other Income	0.40	0.50
Total Income	23,351.94	18,015.02
COGS & Other Expenses	22,402.62	17,611.87
Earnings Before Interest, Depreciation & Tax	949.32	403.15
Finance Costs	8.76	66.14
Depreciation	406.02	335.63
Profit/(loss) before exceptional items and tax	534.53	1.38
Exceptional items	(5.53)	(1300.00)
Profit / (loss) before tax	529.00	1281.13
Prior Period Item	0.00	5.14
Tax expense:
Current tax	-	-
Deferred tax Assets	(76.79)	(4.79)
Total tax expense	(76.79)	(4.79)
Profiy(Loss) after tax	605.79	1280.77
Earning per Equity shares Basic	10.72	33.14
Diluted	-	33.14

2. Dividend

Your directors inform you that your company has posted a Net Profit of INRs. 605.79 lakhs for the year and in order to conserve the financial resources for further growth and aiding the financial resources, your Directors have decided, not to recommend any dividend for the financial year ended on March 31, 2024.

3. Change in the capital structure of the Company

During the period under review, there has been following change in the Capital Structure of the Company -

â¢ The Company has increased its Authorized Share capital of the company from INRs.

5.50.00. 000.00(Indian Rupees Five Crores and Fifty Lakhs Only) divided into 55,00,000 (Fifty Five Lakhs only) Equity Shares having face value INRs. 10.00/- (Indian Rupees Ten only) each and

3.00. 000 Preference Shares having face value INRs. 10.00/- (Indian Rupees Ten only) each to INRs. 6,50,00,000.00 (Indian Rupees Six Crores and Fifty Lakhs Only) divided into 65,00,000 (Sixty Five Lakhs Only) Equity Shares having face value INRs. 10.00/- (Indian Rupees Ten only) each in the 09^th Annual General Meeting held on May 22, 2023.

â¢ The Company has issued and allotted 17,84,000 (Seventeen Lakhs Eighty Four Thousand) Equity Shares wherein 14,98,800 Equity Shares were allotted in Initial Public Offer as part of fresh issue face value of INRs. 10.00/- (Indian Rupee Ten only) at a price of INRs. 208.00/- each (including premium of INRs. 198.00 per share) and 2,85,200 Equity Shares were allotted on Pre-IPO placement basis of the Company of face value of INRs. 10.00/- (Indian Rupee Ten only) at a price of INRs. 259.00/- each (including premium of INRs. 249.00 per share).

Consequently, the paid up share capital of the Company has increased from INR 3,86,46,120.00 (Three Crores Eighty-Six Lakhs Forty-Six Thousand One Hundred and Twenty Only) to 5,64,86,120.00 (Five Crores Sixty-Four Lakhs Eighty-Six Thousand One Hundred and Twenty Only) and as on date comprises of 56,48,612.00 (Fifty-Six Lakhs Forty-Eight Thousand Six hundred and Twelve) Equity Shares of INRs. 10.00/- (Indian Rupees Ten Only) each.

4. Reserves

During the Financial Year ended March 31, 2024 the Company has not transferred any amount to the General Reserve.

5. Transfer to Investor Education and Protection Fund

During the period under review, there is no amount of unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

6. Brief description of the Companyâs working during the year and future outlook Performance of the Company:

Your Companyâs financial performance for the FY under review showed a substantial improvement and has been encouraging. During the FY under review, the Company has achieved a gross turnover of INRs. 23,351.94 Lakhs in comparison to previous yearâs turnover of INRs.18,015.02 Lakhs. It represented an increase of 29.62% over the previous year. Your Company has earned a PAT of INRs.605.79 Lakhs as against Previous yearâs PAT of INRs. 1.38 Lakhs (Before Exceptional Items).

The Financial Year 2023-24 has been an important year for the Company from the point of view of getting good business prospects and transforming the prospects into the revenues.

Future Outlook:

The Management is hopeful that the Company will register even higher growth rate in the future as the Company is expecting more contribution from smaller cities to grow rapidly as Company is focusing on smaller cities with its Franchise Model which is quite unique and solves many multiple problems for different parties and stakeholders. The Company is working rapidly and looking forward for opportunities to grab more and more business and develop its business activities in such a way by minimizing its risk of losing business through others, the positive results of which will be seen in the years to come.

7. Change in the nature of business

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

The Board of Directors at their meeting held on April 11, 2023, approved the conversion of the Company from a Private Limited Company to Public Limited Company and altered its Articles of Association (AOA) and Memorandum of Association (MOA) and was issued a fresh Certificate of Incorporation with effect from 01^st Day of May, 2023 by the Registrar of Companies, Gwalior and consequently the Companyâs name was changed from On Door Concepts Private Limited to On Door Concepts Limited by removing the word âPrivateâ before the word âLimitedâ.

Further, the Corporate Identity Number (CIN) has been changed from âU52100MP204PLC033570âto âL52100MP204PLC033570â and Status of the Company has also been changed from Unlisted to Listed Company due to listing of equity shares of the Company on National Stock Exchange of India Limited (NSE) (SME EMERGE) Platform with effect from November 01, 2023.

8. Initial Public Offer (IPO) and Listing

The Company applied to Emerge Platform of National Stock Exchange Limited (âNSEâ) for in-principle approval for listing its equity shares on the SME Platform of the NSE. The National Stock Exchange Limited has, vide its letter dated, September 15, 2023, granted itâs In- Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Companies, Gwalior, Ministry of Corporate affairs. The Public Issue was opened on Monday, October 23, 2023 and closed on Friday, October 27, 2023. The Company has applied for listing of its total equity shares to NSE and received approval vide letter dated October 31, 2023. The trading of equity shares of the Company commenced on November 01, 2023 at Emerge Platform of the NSE.

The Company had made Initial Public Offer aggregating to INR 3117.50 Lakhs (âIssue Sizeâ) and has issued and allotted 14,98,800 equity shares of INR 10.00/- each at a price of INR 208.00/- per share through an Initial Public Offer.

09. Utilization of IPO Proceeds

The Company has utilized the proceeds for the following objects during the financial year 2023-24 and there are no deviation(s) or variation(s) in respect of the utilization of the proceeds of the Initial Public Offer by the Company as per Regulation 32(1)(a) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015:

Original Object	Modified Object, if any	Original Allocation (Rs. in Lakhs)	Modified Allocation , if any	Funds Utilized till 31s^t March, 2024 (Rs. in Lakhs)	Unutiliz ed amount (Rs. in Lakhs) 31st March, 2024	Amount of Deviation/ Variation according to applicable object	Remark s, if any
Issue Related Expenses	NA	349.85	NA	349.85	Nil	Nil	NA
General Corporate Purposes	NA	724.20	NA	724.20	Nil	Nil	NA
Augmenting Additional working capital requirement s	NA	2043.45	NA	2043.45	Nil	Nil	NA

10. Dematerialization of Shares

As on March 31 2024, all Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The breakup of the equity shares held in dematerialized and physical form as on March 31, 2024 are as follows:

MODE	SHARES	% TO CAPITAL
NSDL	4087100	72.36
CDSL	1561512	27.64
Physical	0	0
Total	5648612	100

The ISIN No. allotted to the Company isINE00ER01015 and Registrar and Share Transfer Agent is BIGSHARE SERVICES PRIVATE LIMITED.

11. 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 the Financial Statements relate and the date of the Report.

No material changes and commitments made which affect the Financial Position of the Company occurred between the end of the Financial Year to which these Financial Statements relate and the date of the report except the Company was converted into a Public Limited Company w.e.f. May 01, 2023 and got listed on NSE EMEREGE Platform (SME) on November 01, 2023.

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.

13. Risk Management

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Company during the year had formalized the same by formulating and adopting Risk Management Policy. This policy intends to identify, evaluate, monitor and minimize the identifiable risks in the organization.

The Company does not fall under the ambit of the top 500 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable on the Company.

14. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

As per Section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts), Rules, 2014, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2024, based on the internal control over financial reporting criteria established by Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountant of India.

The Board of Directors of the Company have adopted various policies like Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

15. Deposits

The details relating to deposits, covered under Chapter V of the Act, -

(a) Accepted during the year: NIL

(b) remained unpaid or unclaimed as at the end of the year: NIL

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: NIL

As at the end of the year under review, the Company has outstanding balance of unsecured loan of amounting to INRs. 0.87 Crores from related parties.

16. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as âAnnexure Iâ and is incorporated herein by reference and forms an integral part of this report.

17. Auditors and Auditorâs Report Statutory Auditors & their report

M/s B.C.P. Jain & Co., Chartered Accountants, Bhopal (ICAI Firm Registration Number 000802C) were appointed as the Statutory Auditors of the Company at the 06^th Annual General Meeting held on December 31, 2020 for a term of 5 Years.

M/s B.C.P. Jain & Co. Chartered Accountants, have audited the books of accounts of the Company for the Financial Year ended March 31, 2024 and have issued the Auditors'' Report thereon. There are no qualifications, or reservations or adverse remarks or disclaimers in the said report. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board during the period under review.

The Auditor''s Report, read together with the notes on financial statements are self-explanatory and hence do not call for any further comments under section 134 of the Act.

Cost Auditors & their report:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and other applicable rules and provisions, if any, the requirement of Cost Audit is not applicable to the Company.

Secretarial Auditors & their report:

Pursuant to section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing the secretarial audit report, in Form MR-3 accordingly M/s Piyush Bindal& Associates have been appointed as Secretarial Auditors of the Company. The Secretarial Audit Report for the financial year ended March 31, 2024, as required under Section 204 of the Actis annexed with this Annual Report. The Secretarial Auditorsâ Report for fiscal 2024 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditorsâ Report is enclosed as Annexure II to the Boardâs report, which forms part of this Integrated Annual Report.

Internal Auditors:

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Further, the Board appointed M/s. Akash Saxena& Co., Chartered Accountants (Firm Reg. No. 028465C) on September 25, 2023 to act as an Internal Auditor of the Company for the Financial Year 2023-24.

18. Performance and financial position of Subsidiarv/Joint Ventures/Associate Companies

The Company does not have any Subsidiaries/Associate Companies and has not entered into a joint venture with any other Company.

19. Corporate Governance Report

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as our Company is listed on EMERGE Platform (SME) NSE Limited.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices. However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied within the period of 6 months.

20 Share Capital

A) Issue of equity shares with differential rights

As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

C) Issue of employee stock options

As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

D) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

21. Weblink of the Annual return

As per Section 92(3) of the Companies Act, 2013, the Company is having website âwww.ondoor.comâ and the Annual Return for the Financial Year 2023-24will be placed on its website after filing of the same done with Registrar of Companies, Ministry of Corporate Affairs.

22. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars as required to furnish for the year 2023-24 are under:

S.No.	Particulars	Comments
(A)	Conservation of energy
(i)	the steps taken or impact on conservation of energy;	In view of business activities, the Company is not a manufacturing Company and using very less power for its business activities hence it is not beneficial for the interest of the company to take substantial steps for the conservation of energy.
(ii)	the steps taken by the Company for utilizing alternate sources of energy;
(iii)	the capital investment on energy conservation equipments
(B)	Technology absorption
(i)	the efforts made towards technology absorption	The Company uses latest technology and equipment in its business. Further, the Company is not engaged in any manufacturing activity.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

S.No.	Particulars	Comments
	(a) the details of technology imported
	(b) the year of import
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv)	the expenditure incurred on Research and Development	No expenditure incurred on Research & Development during the year.
(C)	Foreign exchange earnings and Outgo	Inflow	Out Flow
	The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	0.00	0.00

23. Board of the Company

A) Board of Directors and Key Managerial Personnel

The Company has following Directors as on date of this report:

S. No	Name of Director	Designation	Date of Appointment on Current Designation	DIN

1	Mr. Narendra Singh Bapna	Chairman and Managing Director	08.05.2023	03201953
2	Mr. Pramod Ramdas Ingle	Whole Time Director	08.05.2023	03201939
3	Mrs. Vaishali Ingle	Director	13.04.2023	07022154
4	Mr. Ratnakar Venkappa Rai	Independent Director	08.05.2023	00126309
5	Ms. Sangita Bhamesh Kamble	Independent Director	08.05.2023	10130251
6	Ms. Shivani Shivshankar Tiwari	Independent Director	08.05.2023	09359208

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

During the Financial Year 2023-24, following changes have been occurred:

Name of Director

Particulars of Change

Current

Designation

Date of Appointment

DIN

Mr. Pramod Ramdas Ingle

Change in Designation to Whole Time Director w.e.f. 08.05.2023

Whole Time Director

25.05.2015

03201939

Mr. Narendra Singh Bapna

Change in Designation to Chairman and Managing Director w.e.f. 08.05.2023

Chairman and Managing Director

25.05.2015

03201953

S. No	Name of Director	Particulars of Change	Current Designation	Date of Appointment	DIN
3	Mrs. Vaishali Ingle	Appointed as Executive Director	Director	13.04.2023	07022154
4	Mr. Ratnakar Venkappa Rai	Appointed as Additional Independent Director w.e.f. 08.05.2023 and regularized in the Annual General Meeting held on 22.05.2023	Independent Director	08.05.2023	00126309
5	Ms. Sangita Bhamesh Kamble	Appointed as Additional Independent Director w.e.f. 08.05.2023 and regularized in the Annual General Meeting held on 22.05.2023	Independent Director	08.05.2023	10130251
6	Ms. Shivani Shivshankar Tiwari	Appointed as Additional Independent Director w.e.f. 08.05.2023 and regularized in the Annual General Meeting held on 22.05.2023	Independent Director	08.05.2023	09359208

Further, pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Person of the Company during the period under review are: -

S. No	Name of Director	Designation
1	Mrs. Vaishali Bakliwal	Company Secretary (CS) & Compliance Officer
2	Mr. Rahul Gurmalani	Chief Financial Officer (CFO)

B) Constitution of the Board of directors and their meetings

(a) Constitution of the Board

The composition of the Board is in conformity with the requirement of the provisions of the Companies Act, 2013. As on March 31, 2024, the Companyâs Board comprises of 6 (Six) Directors, comprising of Three Executive Director and Three Non-Executive Independent Directors.

The Members of the Board are highly qualified and having varied experience in their respective field and they assist the Board to discharge their functions from time to time. The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills experience, expertise, diversity, and Independence. The Board provides leadership, strategic guidance, an objective and independent view to the Companyâs management while discharging its fiduciary duties, thereby ensuring that the management adheres to the high standards of ethics, transparency, and disclosure.

(b) Meetings of the Board

The Board meets at regular intervals to discuss Company operations apart from other Board business.

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

During the Financial year 2023-24, the Board met 16 (Sixteen) times as per Section 173 of the Companies Act, 2013 which is summarized below and the maximum interval between any two meetings did not exceed 120 days.

S. No	Date of Board Meeting	Board Strength	No. of Directors Present	No. of Director Absent
1	11.04.2023	2	2	0
2	08.05.2023	3	3	0
3	25.05.2023	6	6	0
4	29.06.2023	6	6	0
5	04.07.2023	6	6	0
6	04.07.2023	6	6	0
7	05.07.2023	6	6	0
8	06.07.2023	6	6	0
9	11.07.2023	6	6	0
10	17.08.2023	6	6	0
11	07.09.2023	6	6	0
12	25.09.2023	6	6	0
13	11.10.2023	6	6	0
14	30.10.2023	6	6	0
15	14.11.2023	6	6	0
16	09.03.2024	6	6	0

And the company has conducted 2 (Two) Extra Ordinary General Meetings on April 13, 2023 and July 04, 2023respectively for passing the shareholderâs resolution on various matters.

Attendance details of Directors during the Financial Year ended March 31, 2024 are given below:

Name of the Directors	Category	Number of Board Meetings attended
Mr. Narendra Singh Bapna	Chairman & Managing Director	16
Mr. Pramod Ramdas Ingle	Whole Time Director	16
Mrs. Vaishali ingle	Executive Director	15
Mrs. Sangita Bhamesh Kamble	Independent Director	14
Mrs. Shivani Shivshankar Tiwari	Independent Director	14
Mr. Ratnakar Venkappa Rai	Independent Director	14

In terms of the provisions of the Companies Act, 2013, Mr. Pramod Ramdas Ingle (DIN: 03201939), Whole Time Director of the Company will retire by rotation and being eligible, offer himself for reappointment at the forthcoming 10^thAnnual General Meeting.

The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

In case of appointment/re-appointment of Directors, the details of respective Directors as stipulated under the secretarial standards and required under Regulation 36(3) of Listing Regulations, 2015 are included as annexure in the Notice of forthcoming 10^th Annual General Meeting of the Company.

(d) Separate Meeting of Independent Director: Board Evaluation and Discussions with Independent Director

Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Boardâs policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. During the Financial Year 2023-24, 1(One) meeting of Independent Director was held on March 09, 2024 and had reviewed the performance of the Board as a whole.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and the Directors expressed their satisfaction with the evaluation process.

(e) Declaration by Independent Director

During the Financial Year 2023-24, the Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (Including the proficiency of the independent director as ascertained from the online proficiency selfassessment test conducted by the Indian Institute of Corporate Affairs notified under sub-section (1) of Section 150 of the Companies Act, 2013 and are the persons of high integrity and repute. They fulfil the conditions specified under the Companies Act, 2013.

Further, as per the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time, the declaration received from the Independent Directors of the Company related to online Proficiency Self-Assessment Test.

(f) Information available for the members of the Board

The Board has complete access to any information within the Company, The Company has provided inter alia following informationâs and discussed the matters:

â¢ Financial results for the Company;

â¢ Minutes of meeting of the Board.

â¢ Periodic compliance reports which includes non-compliance, if any,

â¢ Disclosure of Interest received from Directors;

â¢ Related party transactions;

â¢ Regular business updates;

â¢ Report on action taken on last Board Meeting decisions;

â¢ Various Policies of the Board

â¢ Discussion with the Auditors.

24. Committees of the Board

In terms of the Companies Act, 2013, your Company has already constituted the following Committees of the Board:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Executive Committee

i. Audit Committee:

The Audit Committee of the Company is constituted in line with the provisions of the Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) read with Section 177 of the Companies Act, 2013 (âActâ).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provision of Section 177 of the Companies Act, 2013. All the members of the committee are financially literate. During the Financial Year 2023-24, 5(Five) meetings were held, the dates of which are 25.05.2023, 07.09.2023, 25.09.2023, 14.11.2023 and 09.03.2024. The following is the composition of the Audit Committee -

Sr. No	Name of Director	Category	Position in Committee	Number of Meetings Attended
1.	Mr. Ratnakar Venkappa Rai (DIN: 00126309)	Independent Director	Chairman	05
2.	Ms. Shivani Shivshankar Tiwari (DIN: 09359208)	Independent Director	Member	05
3.	Ms. Sangita Bhamesh Kamble (DIN: 10130251)	Independent Director	Member	05

ii. Nomination & Remuneration Committee:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of the Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) read with Section 178 of the Companies Act, 2013 (âActâ).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provisions of section 178 of the Companies Act, 2013. The Policy is available on the website of

the Company. During the year ended, l(One) meeting of the Committee was held on September 07, 2023. The following is the composition of the Nomination and Remuneration Committee -

Sr. No	Name of Director	Category	Position in Committee	Number of Meetings Attended
1.	Ms. Shivani Shivshankar Tiwari (DIN: 09359208)	Independent Director	Chairperson	01
2.	Mr. Ratnakar Venkappa Rai (DIN: 00126309)	Independent Director	Member	01
3.	Ms. Sangita Bhamesh Kamble (DIN: 10130251)	Independent Director	Member	01

iii. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company is constituted in line with the provisions of the Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) read with Section 178 of the Companies Act, 2013 (âActâ).

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provisions of section 178 of the Companies Act, 2013.During the year ended,1(One) meeting of the Committee was held on September 07, 2023. The following is the composition of the Stakeholders Relationship Committee -

Sr. No	Name of Director	Category	Position in Committee	Number of Meetings Attended
1.	Ms. Shivani Shivshankar Tiwari (DIN: 09359208)	Independent Director	Chairperson	01
2.	Ms. Sangita Bhamesh Kamble (DIN: 10130251)	Independent Director	Member	01
3.	Mr. Narendra Singh Bapna (DIN: 03201953)	Managing Director	Member	01

The details of complaints received and resolved during the Financial Year ended March 31, 2024 are given in the Table below. The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year ended March 31, 2024:

Particulars	Number of Complaint
Investor Complaints:
Opening as on April 01, 2023	0
Received during the Year	0
Resolved during the Year	0
Closing as on March 31, 2024	0

iv. Executive Committee:

The Executive Committee of the Board was set up in the Board Meeting of March 09, 2024 to handle urgent matters that require consideration outside of regular board meetings. The Executive Committee is headed by the Managing Director (MD) with other Functional Directors as Members and ensure day-to-day operations of the Company within the Board approved framework including strategic management of the Companyâs businesses, supervise and monitor implementation of business plans, formulate, and implement control systems, urgent decision-making, guiding top management, daily operations, compliance, and crisis leadership.

The following is the composition of the Stakeholders Relationship Committee -

Sr. No	Name of Director	Category	Position in Committee
1.	Mr. Narendra Singh Bapna (DIN: 03201953)	Chairman and Managing Director	Chairman
2.	Mr. Pramod Ramdas Ingle (DIN: 03201939)	Whole Time Director	Member
3.	Mrs. Vaishali Ingle (DIN: 07022154)	Executive Director	Member

25. Code for Prohibition of Insider Trading

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 (âCodeâ) for prohibition of insider trading in the securities of the Company to curb the practice for dealing in the securities while possessing Unpublished Price Sensitive Information (âUPSIâ) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

26. Code of Conduct

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

27. Details of establishment of vigil mechanism for directors and employees

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Vigil Mechanism Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actua or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, no whistle blower complaint has been received during the Financial Year 2023-24. The Policy is available on the website of the Company.

28. Corporate Social Responsibility (CSR)

Your Company is aimed and committed to discharging its social responsibility as a good corporate citizen.

The provisions of Section 135 of the Companies Act, 2013 were not applicable to Company in previous financial years. As per the latest audited financial statements, stating an increment in the profit margins of the Company made the provisions of Section 135 of the Companies Act, 2013 applicable on the Company w.e.f. 01.04.2024. Since the Company is not required to formulate the Corporate Social Responsibility (CSR) Committee, in terms of Section 135 (9) of the Companies Act, 2013, the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, with the recommendation of the Board, the Company shall spend such amount as may arrive by them on the basis of financial statements during the Financial Year 2024-25 and shall take note on the Report of the same in the ensuing financial year.

The Company has approved the CSR Policy of the Company vide its Board Meeting dated August 29, 2024. The approved CSR policy of the Company is enclosed as Annexure-III to the Boardâs report, which forms part of this integrated Annual Report.

29. Particulars of loans, guarantees or investments under section 186

The company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the financial year under review.

30. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188

All the related party transactions that were entered into during the financial year ended March 31, 2024 were on armâs length basis and were in the ordinary course of business and have been noted through resolutions. Therefore, the provisions of Section 188 were complied with during the year under review and there were no material contract and arrangements entered by the Company with its related parties not on armâs length basis and therefore, no details are required to be mentioned in the Form AOC-2.

31. Particulars of employees and related disclosures

Disclosures under Section 197(12) of the Companies Act, 2013 read with 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of remuneration drawn during the financial year 2023-24, by Directors and Key Managerial Personnel is annexed to the Board''s report as Annexure-IV.

However, none of the employee was in receipt of remuneration exceeding INRs. 102.00 Lakhs or more per annum or INRs. 8.50 Lakhs per month or more during the Financial Year 2023-24, therefore details of top ten employees are not required to be annexed with.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

Further, during the year, no Complaints were received under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 in respect of the Company.

33. Compliances of Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

34. General Disclosure

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:

a. Provisions dealing with purchase of its own shares by a company, Provisions governing Issue of Sweat Equity and Employees Stock Options Scheme, issue of shares with differential voting rights etc. regulated by the Act under Companies (Share Capital & Debentures) Rules, 2014.

b. There were no application made during the year and there were no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) at the end of the financial year.

c. As there was no settlement that has been made with any Banks or financial Institutions during the year therefore, there is no requirement of reporting the required information as per the Section 134(3) and the rules made thereunder.

35. Directorsâ Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act,

2013, with respect to the Directors'' Responsibility Statement the Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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;

(c) The directors had 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;

(d) There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review.

(e) The directors had prepared the annual accounts for the Financial Year ended March 31, 2024 on a going concern basis; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Acknowledgements

The Company is grateful and would like to thank its customers, shareholders, debentures holders,

suppliers, financial institutions, bankers, auditors, company secretary, Central and State

Governments for their constant support to the Company. The Directors also place on record their deep

appreciation of the contribution made by employees at all levels the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

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Directors Report of On Door Concepts Ltd.

1. Financial Results

2. Dividend

3. Change in the capital structure of the Company

4. Reserves

5. Transfer to Investor Education and Protection Fund

6. Brief description of the Companyâs working during the year and future outlookPerformance of the Company:

14. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

15. Deposits

16. Management Discussion and Analysis

17. Auditors and Auditorâs ReportStatutory Auditors & their report

18.Performance and financial position of Subsidiarv/Joint Ventures/Associate Companies

19. Corporate Governance Report

20 Share Capital

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by Company for purchase of its own shares by employees or by trustees forthe benefit of employees

21. Weblink of the Annual return

22. Conservation of energy, technology absorption and foreign exchange earnings and outgo

23. Board of the Company

A) Board of Directors and Key Managerial Personnel

B) Constitution of the Board of directors and their meetings

24. Committees of the Board

i. Audit Committee:

ii. Nomination & Remuneration Committee:

iv. Executive Committee:

25. Code for Prohibition of Insider Trading

26. Code of Conduct

27. Details of establishment of vigil mechanism for directors and employees

28. Corporate Social Responsibility (CSR)

29. Particulars of loans, guarantees or investments under Section 186

30. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section188

31. Particulars of employees and related disclosures

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013

33. Compliances with the Provisions of the Maternity Benefit Act,1961

34. Compliances of Secretarial Standards

35. General Disclosure

36. Directorsâ Responsibility Statement

37.Acknowledgements

For and on behalf of the Board of DirectorsON DOOR CONCEPTS LIMITED

Mr. Narendra Singh Bapna Mr. PramodRamdas Ingle

Place: BhopalDate: 28.08.2025

1. Financial Results

2. Dividend

3. Change in the capital structure of the Company

4. Reserves

5. Transfer to Investor Education and Protection Fund

09. Utilization of IPO Proceeds

10. Dematerialization of Shares

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future

13. Risk Management

14. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

15. Deposits

16. Management Discussion and Analysis

17. Auditors and Auditorâs Report Statutory Auditors & their report

18. Performance and financial position of Subsidiarv/Joint Ventures/Associate Companies

19. Corporate Governance Report

20 Share Capital

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

21. Weblink of the Annual return

22. Conservation of energy, technology absorption and foreign exchange earnings and outgo

B) Constitution of the Board of directors and their meetings

24. Committees of the Board

i. Audit Committee:

ii. Nomination & Remuneration Committee:

iii. Stakeholders Relationship Committee

iv. Executive Committee:

25. Code for Prohibition of Insider Trading

26. Code of Conduct

27. Details of establishment of vigil mechanism for directors and employees

28. Corporate Social Responsibility (CSR)

29. Particulars of loans, guarantees or investments under section 186

30. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188

31. Particulars of employees and related disclosures

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013

33. Compliances of Secretarial Standards

6. Brief description of the Companyâs working during the year and future outlook
Performance of the Company:

17. Auditors and Auditorâs Report
Statutory Auditors & their report

D) Provision of money by Company for purchase of its own shares by employees or by trustees for
the benefit of employees

30. Particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section
188

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

36. Directorsâ Responsibility Statement

For and on behalf of the Board of Directors
ON DOOR CONCEPTS LIMITED

Place: Bhopal
Date: 28.08.2025

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future

17. Auditors and Auditorâs Report Statutory Auditors & their report

35. Directorsâ Responsibility Statement