Dear Members

Your Directors are pleased to submit their Thirty-Fourth Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended 31March 2022.

Financial Results

(Rs. in lakhs)

Review of Business Operations

Due to various reasons your Company could not carry on any business activity during theyear. The expenditure incurred towards administrative activities were carried to thebalance sheet as losses.

Dividend and Reserves

In view of losses your directors have not recommended any dividend to the equityshareholders. Further no amount has been transferred to reserve as well.

Change in the Nature of Business if any

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

Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Companyhave occurred in the Company since the end of Financial Year 2021-22 till the date of thisreport.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future

No regulatory order has been passed during the year under review that may impact thegoing concern status and Company's operations in future.

Subsidiaries Associates and Joint Venture Companies

Your Company is not having any subsidiary associate or joint venture. Further duringthe financial year under review no company has become or ceased to be subsidiary jointventure or associate of the Company.

Directors Responsibility Statement

Pursuant to sub section 3 (c) of section 134 of the Companies Act 2013 the Board ofDirectors.of the Company hereby

state and confirm that:

(i) in the preparation of annual accounts applicable Indian Accounting Standards havebeen followed and there are no material departures in adoption of these standards;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and theLossof the Company for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controlstobefollowed by the Companyand that such internal financial

controls are adequate and are operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

Following were the changes in directors and key managerial personnel during thefinancial year ended 31 March 2022.

(i) Mr. Somnath . K. Warn (DIN 00292071) Independent Director and Mr. Sudhakar MShetty (DIN 00249448) Independent Director resigned from the office of director on 11August 2021

(ii) Mrs. Bina S Shah (DIN 00349612) and Mr. Neerav B Merchant (DIN 00222393) joinedthe Board as Independ Directors effective 11 August 2021

(iii) The Board has re-appointed Mr. Kannan A Yadav (DIN 00249225) as Managing Directorfor further period of three

years effective 01 April 2022 in its meeting held on 12 January 2022.

Apart from the above there was no other change in directors of your Company during theyear under review.

In terms of the provisions of Section 152(6) of the Act Mrs. Krishnaveni A Yadav (DIN00249260) Director of the

Company shall retire by rotation at the ensuing Annual General Meeting and beingeligible offers herself forre-appointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder the following employees are the whole time key managerial personnel of the Company:

1. Mr. Kannan A Yadav-Managing Director;

2. Mr. S Krishnan- Director CFO and Company Secretary.

Evaluation of Board it's Committees and Individual Directors

Your Company has devised a formal process for annual evaluation of performance of theBoard its Committees and Individual Directors {"Performance Evaluation"). Itcovers the areas relevant to the functioning as Independent Directors or other directorsmember of Board or Committees of the Board.

The Board reviewed the performance of individual directors on the basis of criteriasuch as the contribution of the individual director to the board and committee meetingslike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings etc. In a separate meeting of independent directors performance ofnon-independent directors and the board as a whole was evaluated. The IndependentDirectors in the said meeting also evaluated the quality quantity and timeliness of flowof information between the company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties. Additionally the Chairperson ofthe Board was also evaluated on key aspects of her role taking into account the views ofexecutive directors and non-executive directors. Performance evaluation of independentdirectors was done by the entire board excluding the independent director being evaluatedas provided in the Guidance Note on Board Evaluation issued by the Securities and ExchangeBoard of India.

Criteria for determining qualifications positive attributes and independence of adirector

The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for key managerial personnel and other employees forms part of the CorporateGovernance Report annexed to this Annual Report.

Familiarisation programme for the Independent directors

Company is having in place a programme to familiarise the Independent Directors withthe Company at the time of their appointment. It is designed to include compliancesrequired from him/ her under the Act SEBI Listing Regulations and other relevantregulations.

Policies of the company

The Company is determined in maintaining a good corporate governance practice and has arobust system for smooth and effective functioning of the Board. Various policies havebeen framed by the Board of Directors as required under the Act and SEBI ListingRegulations in order to follow a uniform system of procedures. These policies areperiodically reviewed and updated by the Board of Directors of the Company from time totime. Following are some of the major policies adopted by the Company and placed at itswebsite at www.nbfootwear.in:

1. Code of Conduct for Corporate Governance;

2. Code of Conduct for Prevention of InsiderTrading;

3. Code of Practice and Procedure for fair disclosure of Un-published Price SensitiveInformation;

4. Policy on determination of Material Criteria for Disclosure;

5. Policy on Related Party Transactions

6. Policy on Nomination and Remuneration;

7. Policy on Preservation of documents;

8. Whistle Blower Policy.

Internal Control Systems and their adequacy

Your Company has a sound internal control system commensurate with its size and natureof business which provides a reasonable assurance in respect of financial and operationalinformation safeguarding its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalfinancial control system in the Company its compliance with operating systems accountingprocedures application of the instructions and policies fixed by the senior management ofthe Company. The Audit Committee reviews the observations made by internal auditors ifany on quarterly basis.

Based on the assessment carried out by the Audit Committee the internal financialcontrols were adequate and effective and no material weakness or significant deficienciesin the design or operation of internal financial controls were observed during thefinancial year ended 31 March 2022.

Board and Committee Meetings held during the year

The Board of Directors duly met 4 (FOUR) times during the financial year ended 31 March2022. The dates on which the Board meetings were held are 04 June 2021 11 August 202113November 2021 and 12 January 2022. Other details of the Board Meetings regardingattendance of directors are furnished in the Corporate Governance Report.

Board Committees

Pursuant to the Act and SEBI Listing Regulations Board of Directors has constitutedfollowing Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

The details of the aforesaid Committees as at 31 March 2022 have been provided in thereport on Corporate Governance.

Annual Return and Extract of Annual Return

In compliance with section 92 (3) and 134(3)(a) of the Act Annual Return of theCompany for the year ended 31 March 2021 has been posted at the web-site of the Company atwww.nbfootwear.in and that of current year be posted after filing of the same with MCA onconclusion of AGM.

Corporate Social Responsibility ^

Pursuant to Section 135 of the Act provisions of Corporate Social Responsibility arenot applicable to yourCompany as your Company has not earned net profit of Rs.5 crore ormore during previous financial year neither it has the net worth of Rs.500 crores ormore nor the turnover of the Company was of Rs.1000 crores or more for the previousfinancial year.

Disclosure under the Sexual Harassment Of Women At Workplace (Prevention ProhibitionAnd Redressat) Act 2013

The Company has zero tolerance towards any action on the part of any employee which mayfall under the ambit of 'Sexual Harassment' at workplace and is fully committed to upholdand maintain the dignity of every women employee working in the Company. The Companyvalues the dignity of individuals and strives to provide a safe and respectable workenvironment to all its employees.

The Company is committed to provide an environment which is free of discriminationintimidation and abuse. However since Company does not have specified number of employeeat any place of its business and hence the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 are not appiicabie to it.It has been notified that In case any employee faces any such incidence she maycommunicate the same to the Chairperson of Audit Committee for appropriate action.

Risk Management

Pursuant to Section 134 of the Act the Company has a risk management policy in placefor identification of key risks to the business objectives of the Company impactassessment risk analysis risk evaluation risk reporting and disclosures riskmitigation and monitoring and integration with strategy and business planning.

A detailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non business risk.

The Board periodically reviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined framework.

Whistle blower policy/Vigil mechanism

As required under Regulation 22 of the SEBI Listing Regulations the Company has aneffective Whistle Blower Policy in place to deal with the instances of fraud andmismanagement. The policy is available on the Company's website at wwwnbfootwearJn

The policy provides Directors and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the code of conduct /business ethics.The vigil mechanism provides for adequate safeguards against victimisation of theDirector(s) and employee(s) who avail this mechanism. All Directors and employees havedirect access to the Chairperson of the Audit Committee.

Compliance of Secretariat Standards

The Board of Directors hereby confirms that all the applicable Secretarial Standardshave been duly complied with duringtheyearunder review.

! Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable a Company is not paying any remuneration to its directors and/ or employees.

Disclosure required pursuant to Section 197 of the Act read with rule S(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

(i) The Company has no employee drawing remuneration equal to or exceeding Rs.1.02Crore when employed throughout the financial year;

(ii) The Company has no employee drawing remuneration equal to or exceeding Rs.8.5 Lakhpermonth in case employed for part of the year;

(ii) The Company has no employee drawing remuneration more than the Managing Directorand holding himself or along with spouse and dependent children 2% or more sharesin the capita! of the Company.

Disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

Deposits

The Company has neither invited nor accepted any deposits which would be covered underSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re- enactment(s) thereof for the time being inforce) during the year under review.

(I) The steps taken or impact on conservation of energy:

The Company being a responsible corporate citizen makes conscious efforts to reduceits energy consumption wherever feasible.

(ii) Steps taken by the Company for utilizing alternate source of energy:

The management is continuously exploring feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the period underreview.

(i) The efforts made towards technology absorption and benefits derived:

The Company evaluates technology developments on a continuous basis and keep theorganisation updated. However considering the business activities of the Company theCompany did not use any particular technology.

C) Foreign Exchange Earnings and Outgo

There was no foreign exchange earning and outgo during the year under review

! Corporate Governance and Management Discussion and Analysis

The Board has been committed to adopt besides any obligations under applicable laws orregulations relevant best practices for Corporate Governance. Further the Company isregular in submitting compliance reports on Corporate Governance to BSE Limited the StockExchange whereat its securities are listed and has fully implemented all the requirementsas prescribed under the SEBI Listing Regulations. The report on Corporate Governance asstipulated under SEBI Listing Regulations forms part of the Annual Report. The requisitecertificate from K Gopal Rao & Co. Chartered Accountants (Firm Registration No.000956S) Statutory Auditors of the Company confirming compliance with the conditions ofCorporate Governance is attached to the re port on Corporate Governance.

The aforesaid Certificate does not contain any adverse remark reservationqualification or disclaimer remark.

A detailed discussionon the overview of the industryand important changesinthe industryduring the last year; external environment and economic outlook; induction of strategicand financial partners during the year; business performance information on theoperational and financial performance among others and future outlook as stipulated underthe SEBI Listing Regulations and Section 134(3) is included in the Management Discussionand Analysis Report forming an integral partoftheAnnual Report.

Share Capital

The paid up share capital of the Company as on 31 March 2022 was Rs.145000000/-comprising of 1350000 equity shares of Rs.10/- each and 100000 redeemable Preferenceshares of Rs. 100/- each. The equity share capital of the Company is listed on BSELimited.

There was no change in the capital structure of the Company during the year.

Other Disclosures

1. Your Company is not required to obtain credit rating.

2. The Company does not have any scheme or provision of money for the purchase of orsubscription to its own shares by the employees/ Directors or by trustees for the benefitof the employees/ Directors.

3. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.

4. During the year under review there has been no one time settlement of loans takenfrom banks and financial institutions

Acknowledgement

Your Directors wish to place on record their appreciation of the support andco-operation received from the Government authorities and the Company's Bankers. YoursDirectors' also commend the contribution made by the employees.

By order of the Board of Directors For NB FOOTWEAR LIMITED

Corporate Governance and Management Discussion and Analysis

The Board has been committed to adopt besides any obligations under applicable laws orregulations relevant best practices for Corporate Governance. Further the Company isregular in submitting compliance reports on Corporate Governance to BSE Limited the StockExchange whereat its securities are listed and has fully implemented all the requirementsas prescribed under the SEBI Listing Regulations. ThereportonCorporateGovemanceasstipulated under SEBI Listing Regulations forms part of theAnnual Report. The requisite certificate from K Gopal Rao & Co. CharteredAccountants (Firm Registration No. 000956S) Statutory Auditors of the Company confirmingcompliance with the conditions of Corporate Governance is attachedtothe report onCorporate Governance.

The aforesaid Certificate does not contain any adverse remark reservationqualification or disclaimer remark.

A detailed discussion on the overview of the industry and importantchangesintheindustry during the last year; external environment and economic outlook; induction ofstrategic and financial partners during the year; business performance information on theoperational and financial performance among others and future outlook as stipulated underthe SEBI Listing Regulations and Section 134(3) is included in the Management Discussionand Analysis Report forming an integral part of the Annual Report.

Share Capital

The paid up share capital of the Company as on 31 March 2022 was '145000000/-comprising of 1350000 equity shares of Rs. 10/- each and 100000 redeemable Preferenceshares of Rs. 100/- each. The equity share capital of the Company is listed on BSELimited.

There was no change in the capital structure of the Company during the year

Other Disciosures

1. Your Company is not required to obtain credit rating.

2. The Company does not have any scheme or provision of money for the purchase of orsubscription to its own shares by the employees/ Directors or by trustees for the benefitof the employees/ Directors.

3. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.

4. During the year under review there has been no one time settlement of loans takenfrom banks and financial institutions

Acknowledgement

Your Directors wish to place on record their appreciation of the support andco-operation received from the Government authorities and the Company's Bankers. YoursDirectors' also commend the contribution made by the employees.

By order of the Board of Directors For NB FOOTWEAR LIMITED