NIBE Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have the immense pleasure to present the 20^th Board’s Report on the business and operations of the
Company and the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The audited Standalone and Consolidated Financial Statements of the Company as on 31^st March, 2025, which form a
part of this Integrated Annual Report, have been prepared in accordance with the provisions of the Companies Act,
2013 (“Act”), relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

The Company’s financial performance for the year ended March 31, 2025 is summarized below:

(Amount in Rs. Lacs)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Income	51,224.77	28,542.13	48,481.54	28,157.15
Less: Expenditure	47,264.73	25,944.28	44,720.56	25,216.48
Profit/(Loss) before Tax	3,960.04	2,597.84	3,760.98	2,940.68
Tax Expense (including Previous Year Tax Adjustment)	1,216.16	744.99	1,064.36	734.81
Profit/(Loss) after Tax	2,743.89	1,852.86	2,696.62	2,205.87

2. OPERATIONS & STATE OF COMPANY’S AFFAIRS

During the financial year, standalone gross revenue was Rs. 48,481.54 lacs as against Rs. 28,157.15 lacs. At consolidated
level the Company achieved a gross revenue of Rs. 51,224.77 lacs as against Rs. 28,542.13 lacs the in the previous year.

Standalone profit before tax of the Company was at Rs. 3,760.98 lacs during the financial year as against Rs. 2,940.68
lacs in the previous financial year. The Company earned a consolidated profit before tax of Rs. 3,960.04 lacs during
the financial year as against Rs. 2,597.84 lacs in the previous year.

3. DIVIDEND AND RESERVES

Your Directors have recommended a dividend of Rs. 1.25/- per equity share (12.5%) of Rs. 10/- each for the financial
year ended March 31, 2025. The payment of dividend will result into a cash outflow of Rs. 1.79 crores. The dividend,
if approved, by the Members at the ensuing Annual General Meeting (‘AGM’).

The Company does not propose to transfer any amount to reserves.

4. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of your Company during the financial year.

5. SHARE CAPITAL

The authorized share capital of the Company is Rs. 30,00,00,000 (Rupees Thirty crores only) comprising of 3,00,00,000
equity shares of face value of Rs 10/- each. There was no change in the authorized share capital of the Company
during the financial year ended on March 31, 2025.

The paid-up equity share capital as at March 31, 2025 stood at Rs. 14,29,65,680 (Rupees Fourteen crores Twenty Nine
lacs Sixty Five thousand Six hundred Eighty only) divided into 1,42,96,568 equity shares of Rs. 10/- each as against
Rs. 13,13,21,850 (Rupees Thirteen crores thirteen lacs twenty one thousand eight hundred fifty only) divided into
1,31,32,185 equity shares of Rs. 10/ each as on March 31, 2024.

During the year the Company has issued and allotted 11,64,383 equity shares of 10/- each at a price of 365/- per Equity
Share (including a share premium of Rs. 355/- per Equity Share) on receipt of balance amount of Rs. 273.75 per equity
(being 75% of Warrant Amount).

The Company has not issued any equity shares with or without differential rights during the year under review and
hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per
provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the
Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. EMPLOYEES STOCK OPTION SCHEMES (ESOP)

The Company has Nibe Limited - Employee Stock Option Plan 2022 (“Nibe Limited ESOP 2022”). During the year,
there was no change in the Scheme. The Scheme is in compliance with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021.

During the year under review, the Company has granted 10,000 Options to the Eligible Employees under Scheme on
May 27, 2024. Each Option entitles the holder to acquire one equity share of Rs.10/- each of the Company at the
exercise price of Rs. 100/- per share fixed at the time of grant.

During the year 4000 number of option has been lapsed and the same has been added back to the ESOP Pool. As on
March 31, 2025, 1,41,500 Stock Options were available for grant to the eligible employees . .

The particulars with regard to stock options as on March 31, 2025, as required to be disclosed pursuant to the
provisions of Companies (Share Capital and Debentures) Rules, 2014 read with the applicable SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, are set out at Annexure -I to this Report.

The particulars of the Scheme as required by SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 (“SEBI ESOP Regulations 2021”), have been placed on the website of the Company and web link of the same is
www. nibelimited. com.

In terms of Regulation 13 of SEBI ESOP Regulations 2021, a Certificate received from M/s. Yogesh Choudhary &
Associates Company Secretaries, Secretarial Auditors, confirming the Compliances with said Regulations is attached
herewith as part of Annexure-I of this report and would also be placed before the shareholders at the ensuing AGM.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company has the following subsidiaries:

• Nibe Automobile Limited (Formerly Known as Nibe E-Motor Limited)

• Nibe Defence and Aerospace Limited

• Nibe Technologies Private Limited (Formerly known as Indigenous Casting Technology Pvt. Ltd.)

• Karmayogi Manufacturing Private Limited

• Nibe Meson Naval Limited

• Nibe Space Private Limited(incorporated on 25^th June 2024)

In addition to above, the Company has one step down subsidiary viz.: Nibe Aeronautics Limited
The Company has no Associate or Joint Venture Company during the year and as on March 31, 2025.

8. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and implementation requirements of Indian Accounting Standards (‘IND-AS’) on
accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated
Financial Statements are provided in this Annual Report

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the
Subsidiaries, Associates and Joint Ventures of the Company in the prescribed form AOC-1 is annexed at Annexure -
II to this Annual Report

Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiaries are available on the website of the
Company i.e., www.nibelimited. com. under Investor relations tab.

9. CORPORATE GOVERNANCE

The Company is in compliance with the requirements of Corporate Governance as stipulated under the Listing
Regulations.

The Corporate Governance Report together with declaration by CEO of the Company stating that the Members of the
Board of Directors and Senior Management have affirmed the compliance with code of conduct for the Board of
Directors and Senior Management and a certificate from M/s. Yogesh Choudhary & Associates, Company Secretaries,
regarding compliance of the conditions of Corporate Governance is forming part of the Annual Report.

10. ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) and 92(3)) of the Companies Act, 2013, the Annual Return as on
March 31, 2025 will be available on the website of the Company at www.nibelimited.com under Investor relations tab.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The details of the Board and Committee composition, tenure of Directors, and other details are available in the
Corporate Governance Report, which forms a part of this Integrated Annual Report.

In terms of the requirement of the Listing Regulations, the Board has identified core skills, expertise, and competencies
of the Directors in the context of and for the effective functioning of the Company’s business. The key skills,
expertise and core competencies of the Board of Directors are detailed in the Corporate Governance Report, which
forms a part of this Integrated Annual Report. The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect
their status as an Independent Director.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of
the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience, expertise, proficiency and they hold the highest standards
of integrity.

• In terms of the provision of Section 152 of the Companies Act, 2013 and of Articles of Association of the Company,
Mr. Venkateswara Gowtama Mannava (DIN: 07628039), Non-Executive, Non-Independent Director, of the Company
retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

• During the year under review, Mr. Gaurav Brahmdev Thakur, Non-Executive, Independent Director of the Company
tendered his resignation as on April 22, 2024

• During the year under review, Ms. Komal P Bhagat was appointed as Company Secretary & Compliance Officer from
June 15, 2024.

• During the year under review, Mr. Hemant Dilip Wani tendered his resignation as Chief Financial Officer and in its
place Mr. Ravi Kumar Pareek was appointed as Chief Financial Officer on April 22, 2024. Further, Mr. Ravi Kumar
Pareek has tendered his resignation on August 31, 2024.

• The following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and
Section 203 of the Act read with the Rules framed thereunder as on 31^st March, 2025:

• Mr. Ganesh Nibe : Chairman and Managing Directors

• Ms. Komal P Bhagat (w.e.f. 15/06/2024) : Company Secretary & Compliance Officer

• Mr. Ravi Kumar Pareek : Chief Financial Officer

(Tenure: 22/04/2024 to 31/08/2024)

• Mr. Balakrishnan Govind Swamy : Chief Executive Officer

(Till: 29/05/2025)

12. MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in
advance to the Directors of your Company. The Board of Directors of your Company met 5 (Five) times during the
financial year 2024-25. The details of these Meetings are provided in the Corporate Governance Section of the Annual
Report. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

13. BOARD COMMITTEES

The Board had constituted/re-constituted various Committees in compliance with the provisions of the Act and
the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/
role of the Committees are taken by the Board.

The details of the role and composition of these Committees, including the number of Meetings held during the financial
year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report.

14. PERFORMANCE EVALUATION

The Board is committed to the transparency in assessing the performance of Directors. In accordance with the Act
and the Rules made thereunder and Regulation 4(2)(f) of the Listing Regulations. The Company has framed a policy
for the formal annual evaluation of the performance of the Board, Committees and individual Director.

The Company has put in place a robust framework for evaluation of the Board, its Committees, the Chairman, individual
Directors and the governance processes that support the Board’s functioning. This framework covers specific criteria
and the grounds on which all Directors in their individual capacity are evaluated.

The key criteria for performance evaluation of the Board and its Committees include aspects such as composition and
structure, effectiveness of board processes, information sharing and functioning. The criteria for performance evaluation
of the individual Directors include aspects such as professional conduct, competency, and contribution to the Board
and Committee meetings. The criteria for performance evaluation of the committees of the Board include aspects such
as the composition of committees and effectiveness of committee meetings. The performance evaluation of the
individual Directors and Independent Directors was done by the entire Board excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors. The Board of Directors expressed their satisfaction with the evaluation process.

15. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL
PERSONNELAND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration
Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management
Personnel.

The said Policy is available on the Company’s website and can be accessed at www.nibelimited.com under Investor
relations tab.

16. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization
program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the
operations of the Company, business overview etc.

A note on the Familiarization Programme adopted by the Company for orientation and training of the Directors and
the Board evaluation process undertaken in compliance with the provisions of the Act and the Listing Regulations is
provided in the Report on Corporate Governance forming part of this Annual Report and the same is also available on
the website of the Company and can be accessed at www.nibelimited.com. under Investor relations tab.

17. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of independence as
prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing
Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent
Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed
under Rule 8(5) (ii) (a) of the Companies (Accounts) Rules, 2014.

18. INDEPENDENT DIRECTORS’ MEETING

The Company’s Independent Directors met once on March 18, 2025 during the financial year ended on March 31, 2025
without the presence of the Non-Independent Directors and members of the management. The meeting was conducted
to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their
combined views to the Board of Directors of the Company. In accordance with the Listing Regulations, following
matters were, inter-alia, discussed at the meeting:

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive
Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board
that is necessary for the Board to effectively and reasonably perform its duties

19. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNELAND SENIOR MANAGEMENT
EMPLOYEES

The Board of Directors has framed a Policy which lays down a framework in relation to the remuneration of Directors,
Key Managerial Personnels and Senior Management of the Company. This Policy also lays down criteria for selection
and appointment of the Board Members as well as diversity of the Board. The Company recognizes the benefits and
importance of having a diverse Board of Directors in terms of skill set and experience. The Company has an optimum
mix of executive and non-executive directors, independent directors and woman director.

The details of the policy are explained in the Report on Corporate Governance and the full policy is available on the
Company’s website at and can be accessed at www.nibelimited.com. under Investor relations tab.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section
186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.

Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, (‘ SEBI Listing Regulations’) particulars of Loans/Advances given
to subsidiaries have been disclosed in the notes to the Financial Statements forming part of Annual Report.

21. VIGIL MECHANISM

In compliance with Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has
established a strong vigil mechanism and adopted a Whistle Blower Policy. This policy enables employees to report
concerns related to fraud, malpractice, or any activity contrary to the Company’s interests or societal welfare. The
policy ensures protection for employees who report unacceptable or unethical practices, fraud, or legal violations,
shielding them from retaliation. This Policy is also applicable to the Directors of the Company. All cases reported as
part of whistle-blower mechanism are taken to their logical conclusion within a reasonable timeframe. Details of
complaints, received and the actions taken, if any, have been reviewed by the Audit Committee. The functioning of
the Vigil Mechanism is reviewed by the Audit Committee from time to time.

The Vigil Mechanism Policy has been uploaded on the website of the Company and can be accessed at
www.nibelimited.com under Investor relations tab.

During the year, no cases were reported under whistle Blower Policy.

22. RELATED PARTY TRANSACTIONS AND POLICY

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary
course of business and were approved by the Audit Committee.

Further, during the year, the Company had not entered any material Related Party Transactions. Hence, the disclosure
of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not
applicable to your Company (Annexure-III). Member may refer to note no. 43 and 44 to the standalone and consolidated
financial statement respectively, which sets out related party disclosures pursuant to IND AS-24

The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit
Committee for the transactions which are repetitive in nature and in line with the Policy on Materiality of and dealing
with Related Party Transactions (“RPT Policy”) adopted by the Company. Audit Committee grants Omnibus approval
for the Related Party Transactions which are of a repetitive nature. A statement giving details of all Related Party
Transactions are placed before the Audit Committee for review on a quarterly basis. The RPT Policy as amended and
approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at
www.nibelimited.com. under Investor relations tab.

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing
Regulations were placed before the Audit Committee and/or Board and/or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement
of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying
the nature, value and any other related terms and conditions of the transactions.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern
status of the Company and its future operations.

24. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY
FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

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 to which the Financial Statements relate and the date of this Report.

25. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the
Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the
Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the
Company’s Internal Financial Controls were adequate and effective during financial year ended on March 31, 2025.

To the best of knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

i in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards

have been followed along with proper explanation relating to departures, if any;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates
have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit of the Company for the year ended on that date

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. the annual accounts have been prepared on a “going concern” basis;

v. proper internal financial controls are laid down and such internal financial controls are adequate and operating
effectively;

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such
systems were adequate and operating effectively.

26. AUDITORS AND AUDITORS’ REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules,
2014, M/s. Kailash Chand Jain & Co., Chartered Accountants (FRN: 112318W) were appointed as Statutory Auditors
of the Company at the 19^th AGM held on September 28, 2024 for the term of Five years i.e.; from the conclusion of 19^th
Annual General Meeting till the conclusion of 24^th Annual General Meeting to be held in 2029.

The Auditor’s Report does not contain any qualification, reservation, or adverse remark except the below:

(i) In our opinion and according to the information and explanations given to us, the company has complied with the
provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and
security except that interest has not been charged on loans given to subsidiaries and others. (Refer Note. 42 of
standalone financial statements)

Company Response: The amount of Interest remain to be charged during the financial year 2025, however the same
has been charged and accounted during the FY 2025- 26.

(ii) According to the information and explanations given to us and the records of the Company examined by us, in our
opinion, the company is generally regular in depositing the undisputed statutory dues including provident funds,
goods and service tax and other material statutory dues applicable with the appropriate authorities. According to the
information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2025, for the period of more than six months from the date becoming payable except the
following:

Particular	Rs. In Lakhs
TDS interest/ penalty as per Traces	10.93
TCS	0.80
Maharashtra Labour Welfare Fund	0.07
ESIC contribution	0.07

Company Response: The company is ascertaining the correctness of this demand liabilities, and we are in process of
resolving it.

27. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which was required to be reported by the Statutory
Auditors to the Audit Committee or the Board under Section 143(12) of the Act and rules made thereunder

28. AUDIT TRAIL

The Company has used accounting softwares for maintaining its books of account that has a feature of recording
audit trail of each and every transaction and same has operated throughout the year creating an edit log of each
change made in the books of account

29. COST AUDIT AND COST RECORDS

The Board of Directors, on recommendation of the Audit Committee, had appointed M/s. Dhananjay Laxman Gawade
& Co., (Firm Regn. No. 006147), Cost Accountant, as Cost Auditor of the Company to conduct audit of the cost
records maintained by the Company for the FY 2024-25. CMA Dhananjay Laxman Gawade has confirmed that his
appointment is within the limits of Section 141(3) (g) of the Act and has also certified that he is free from any
disqualification specified under Section 141 and proviso to Section 148(3).

As per the provisions of the Act, the remuneration payable to the Cost Auditor is required to be placed before the
Shareholders in a General Meeting for their ratification.

Accordingly, pursuant to recommendation of the Audit Committee and approval of the Board, a resolution seeking
Shareholders’ ratification for remuneration payable to M/s. Dhananjay Laxman Gawade & Co., (Firm Regn. No.
006147), Cost Accountant, is included in the notice of the ensuing Annual General Meeting.

The Company is required to maintain cost records as specified under Section 148 of the Act and such accounts and
records are made and maintained by the Company for the FY 2024-25.

30. SECRETARIALAUDrr

The Board has at its meeting held on April 22, 2024, on recommendation of the Audit Committee, appointed M/s
Yogesh Choudhary & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial
year ended March 31, 2025. The Secretarial Auditors have submitted their report, confirming compliance by the
Company of all the provisions of applicable corporate laws.

The Secretarial Audit Report is annexed as Annexure-IV to this report.

The Report does not contain any qualification, reservation, disclaimer or adverse remark except below:

1. Whereas in terms of Regulation 23(9) SEBI (LODR) Regulations, the Company has not filed the Disclosure of
Related party transactions within the stipulated timeline and the Company has paid penalty for the same.

31. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and
SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved
by the Central Government under Section 118(10) of the Companies Act, 2013.

32. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules’), during the year under review, no amount of Unclaimed
dividend and corresponding equity shares were due to be transferred to IEPF account.

33. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of Directors of the Company has devised systems, policies, procedures and frameworks, which are
currently operational within the Company for ensuring the orderly and efficient conduct of its business, which
includes adherence to the policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial controls have been documented in the business processes. Assurance on the effectiveness of
internal financial controls is obtained through management reviews, controls self-assessment, continuous monitoring
by functional experts as well as testing of the internal financial control systems by the internal auditors during their
audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended. Management team has assessed the effectiveness of the Company’s
internal control over financial reporting as at March 31, 2025.

34. RISKMANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a
proactive and efficient manner. Your Company periodically assesses risk elements in the internal and external
environment, along with the cost of treating such risk elements and incorporates risk treatment plans in its strategy,
business and operational plans. As on the date of this report, the Company does not foresee any critical risk, which
threatens its existence.

35. SAFETY & WELLBEING OF WOMEN

The Company promotes a work environment that ensures every employee is treated with dignity and affords equitable
treatment irrespective of his gender, race, social class, caste, religion, place of origin, disability or economic status.
Gender equality and women safety is a very important part of the Company’s human resource policies. The Company
has zero tolerance for sexual harassment at workplace and it has adopted a Policy for the prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder. The
Company is committed to provide a safe and conducive work environment to all employees and associates that is free
from any discrimination.

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal
Complaint Committee (“ICC”) to redress the complaints received regarding sexual harassment. Composition of the
ICC as on March 31, 2025 is given as below.

Sr. No.	Name of the Person	Designation	Location
1.	Manjusha Ganesh Nibe	Presiding Officer	Pune
2.	Gangatai S. Buke	External Member	Pune
3.	Prakash Bhamare	Member	Pune
4.	Deepak K Jaigude	Member	Pune
5.	Shamika Vaidya	Member	Pune
6.	SM Roy Merline	Member	Chakan
7.	Dipali Chavan	Member	Chakan
8.	Ravindra K Sinha	Member	Chakan
9.	Shruti Raghuwanshi	Member	Delhi
10.	Komal Bhagat	Member	Mumbai
11.	Bhulakshmi Gunji	Member	Bangalore

The details of complaints filed, disposed and pending are given below:

(a) Number of complaints of sexual harassment received in the financial year 2024-25 - Nil

(b) Number of complaints disposed off during the financial year 2024-25 - Nil

(c) Number of cases pending for more than ninety days - Nil

(d) Number of complaints pending as on end of the financial year 2024-25 - Nil

The Company has implemented a Maternity Benefit Policy in line with applicable statutory provisions to support female
employees during maternity. However, during the financial year, no employee availed benefits under the said policy.

36. CORPORATE SOCIAL RESPONSIBILITY(CSR)

The Company is committed to pursue responsible growth and recognizes its responsibility towards the society where
it operates as a good corporate citizen. CSR at Nibe is creating sustainable programs that actively contribute to and
support the social and economic development of the society.

The Company is committed to community development, women empowerment, enhancing livelihood, promoting
education and health care including preventive health care and ensuring environmental sustainability.

The CSR policy of the Company is available on the Company’s website at www.nibelimited.com. under Investor
relations tab.

Composition of the Sustainability and CSR Committee as on March 31, 2025, is eiven as below :

Sr. No.	Name of the Person	Designation
1.	Venkateshwara Gowtama Mannava	Chairman
2.	Ganesh Ramesh Nibe	Member
3.	Soonil V Bhokare	Member
4.	Dashrath Ram	Member

The Company’s CSR activities are in accordance with Schedule VII of the Act and the Company’s CSR Policy. The
Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is
provided as Annexure V forming part of this Report

37. ENVIRONMENTAND SAFETY

The Company is committed to corporate responsibility for environmental protection and has implemented several
measures to enhance safety, health, and environmental stewardship. These measures include creating standard
operating procedures, providing resource conservation training for all employees, maintaining good housekeeping
practices, developing green belt areas, and preparing for onsite emergencies.

Sustainable living is an integral part of the long-term business strategy, and the Company continually works to
minimize its environmental impact while improving the lives of people throughout its product value chain.

38. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year under review

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
required to be disclosed pursuant to Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is given as Annexure VI forming part of this Report

40. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public within
the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

41. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the first proviso to Section 136 of the Act, the Annual Report including Financial Statements are being
sent to the shareholders excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write
to the Company Secretary at [email protected] or visit at the Registered Office of the Company on any working day
up to the date of the 20^th Annual General Meeting. The statement containing information as required under the
provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure - VII and forms part of this Report

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company
for the financial year under review.

43. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 2024-25 as stipulated under SEBI (LODR), Regulations,

2015 has annexed as Annexure - VIII and forming the part of this Report.

44. CAUTIONARY STATEMENT

Our directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these items during the year under review:

1. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a
scheme pursuant to Section 67(3) of the Companies Act, 2013.

2. No application has been made by a financial or operational creditor or by the company itself, under the Insolvency
and Bankruptcy Code, 2016.

3. The Company has not entered into any One-Time Settlement with Bank ’s or Financial Institutions and therefore,
no details of Valuation in this regard are available.

45. OTHER STATUTORY INFORMATION

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders
or elsewhere in this Annual Report, describing the Company’s objectives, projections, estimates and expectations

may constitute ‘forward looking statement’ within the meaning of applicable laws and regulations. Actual results
might differ materially from those either expressed or implied in the statement depending on the Market conditions
and circumstances.

46. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to express their sincere appreciation to all the employees for their commitment
and contribution to the success of the Company. Their enthusiasm and hard work have enabled the Company to be
at the forefront of the industry.

We also take this opportunity to thank all our valued customers who have appreciated and cherished our products.
The Board extends heartfelt thanks to the investors and bankers for their ongoing support throughout the year. The
directors also acknowledge the guidance and assistance from regulatory authorities, including SEBI, Stock Exchange,
and other Central and State Government agencies.

In addition, the Board appreciates the support and collaboration from supply chain partners and other business
associates. We look forward to their continued partnership and support in the future.

On behalf of Board of Directors
of Nibe Limited

sd/-

Ganesh Ramesh Nibe
Chairman & Managing Director
DIN:02932622

Registered Office:

Plot No. E-2/2, Phase III MIDC Industrial Area,

Nanekarwadi CT, Pune, Chakan,

Khed, Maharashtra, India, 410501

Dated: August 12, 2025
Place: Pune

---

Mar 31, 2024

Your Directors have the immense pleasure to present the 19^th (Nineteenth) Board’s Report for the Financial Year ended March 31, 2024.

FINANCIAL

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2024 is summarized below:

(Amount in Rs. Lacs)

Particulars	Consolidated		Standalone
	2023-24	2022-23	2023-24	2022-23
Total Income	28,542.13	10,645.43	28,157.15	10,610.41
Less: Expenditure	25,944.28	10,026.30	25,216.48	9,983.14
Profit/(Loss) before Tax	2,597.84	329.38	2,940.68	627.27
Tax Expense (including Previous Year Tax Adj ustment)	744.99	170.08	734.81	170.08
Profit/(Loss) after Tax	1,852.86	159.30	2,205.87	457.19

2. OPERATIONS & STATE OF COMPANY’S AFFAIRS

During the financial year, standalone gross revenue was at Rs. 28,157.15 lacs as against Rs. 10,610.41 lacs in the previous year. At consolidated level the Company achieved a gross revenue of Rs. 28,542.13 lacs during the Financial Year as against Rs. 10,645.43 lacs the in the previous year.

Standalone profit before tax of the Company was at Rs. 2,940.68 lacs during the financial year as against Rs. 627.27 lacs in the previous financial year. The Company earned a consolidated profit before tax of Rs. 2,597.84 lacs during the financial year as against Rs. 329.38 lacs in the previous year.

3. DIVIDEND AND RESERVES

Your Directors have recommended a dividend of Rs. 1/- per equity share (10%) of Rs. 10/- each for the financial year ended March 31, 2024. The dividend, if approved, by the Members at the ensuing Annual General Meeting shall be paid to all the eligible Members by October 27, 2024.

The Company does not propose to transfer any amount to reserves.

4. SHARE CAPITAL

The authorized share capital of the Company is Rs. 30,00,00,000 (Rupees Thirty crores) comprising of 3,00,00,000 equity shares of face value of Rs 10/- each. There was no change in the authorized share capital of the Company during the financial year ended on March 31, 2024.

The paid-up equity share capital as at March 31, 2024 stood at Rs. 13,13,21,850 (Rupees Thirteen crores thirteen lacs twenty one thousand eight hundred fifty) divided into 1,31,32,185 equity shares of Rs. 10/- each as against 11,85,94,850 (Rupees Eleven crores eighty-five lacs ninety-four thousand eight hundred fifty) divided into 1,18,59,485 equity shares of Rs. 10/- as on March 31, 2023.

During the year the Company has issued and allotted 12,72,700 equity shares of 10/- each at a price of 510/- per Equity Share (including a share premium of Rs. 500/- per Equity Share) through preferential issue.

During the year the company has also allotted and issued 2,04,705 Share Warrants convertible into same number of equity shares at a price of 510/- per Equity Share (including a share premium of Rs. 500/- per Equity Share), on receipt of Rs. 127.50 per warrant i.e., 25% of 510/- per share Warrant.

The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

5. EMPLOYEES STOCK OPTION SCHEMES (ESOP)

The Company has Nibe Limited - Employee Stock Option Plan 2022 (“Nibe Limited ESOP 2022”). During the year, there was no change in the Scheme. The Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, the Company has granted 8,500 Options to the Eligible Employees under Scheme on August 12, 2023 at an Exercise Price of Rs. 100/- per option. Each Option entitles the holder to acquire one equity share of Rs. 10/ - each of the Company at the exercise price fixed at the time of grant.

As on March 31, 2024, 1,91,500 Stock Options were available for grant to the eligible employees.

The particulars with regard to stock options as on March 31, 2024, as required to be disclosed pursuant to the provisions of Companies (Share Capital and Debentures) Rules, 2014 read with the applicable SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are set out at Annexu re -I to this Report.

The particulars of the Scheme as required by SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI ESOP Regulations 2021”), have been placed on the website of the Company and web link of the same is www.nibelimited.com.

In terms of Regulation 13 of SEBI ESOP Regulations 2021, a Certificate received from M/s. Yogesh Choudhary & Associates Company Secretaries, Secretarial Auditors, confirming the Compliances with said Regulations is attached herewith as part of Annexure-I of this report and would also be placed before the shareholders at the ensuing AGM

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2024 the Company has the following subsidiaries:

• Nibe Automobile Limited (Formerly Known as Nibe E-Motor Limited)

• Nibe Defence and Aerospace Limited

• Nibe Technologies Private Limited (Formerly known as Indigenous Casting Technology Pvt. Ltd.)

• Karmayogi Manufacturing Private Limited

• Nibe Meson Naval Limited (with effect from January 01, 2024)

In addition to above, the Company has one step down subsidiary viz.: Nibe Aeronautics Limited (with effect from February 02, 2024)

The Company has no Associate or Joint Venture Company during the year and as on March 31, 2024.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and implementation requirements of Indian Accounting Standards (‘IND-AS’) on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed form AOC-1 is annexed at Annexure -II to this Annual Report

Pursuant to Section 136 of the Act, the Financial Statements of the Subsidiaries are available on the website of the Company i.e., www.nibelimited. com. under Investor relations tab.

8. CORPORATE GOVERNANCE

The Company is in compliance with the requirements of Corporate Governance as stipulated under the Listing Regulations.

The Corporate Governance Report together with declaration by CEO of the Company stating that the Members of the Board of Directors and Senior Management have affirmed the compliance with code of conduct for the Board of Directors and Senior Management and a certificate from M/s. Yogesh Choudhary & Associates, Company Secretaries, regarding compliance of the conditions of Corporate Governance is forming part of the Annual Report.

9. ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 will be available on the website of the Company at www.nibelimited.com under Investor relations tab.

10. DIRECTORSAND KEY MANAGERIALPERSONNEL

• All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

• Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.

• In terms of the provision of Section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mrs. Ranjana Manoj Mimani (DIN: 00083262), Non-Executive, Non-Independent Director, of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

• During the year under review;

• Mr. Aditya Shirish Joshi, Non-Executive, Independent Director has resigned from the Directorship of the Company w.e.f. June 01, 2023.

• Mrs. Manjusha Ganesh Nibe, Executive Director has resigned from the Directorship of the Company w.e.f. August 28, 2023.

• Mr. Gaurav Brahmdev Thakur, Non-Executive, Independent Director has resigned from the Directorship of the Company w.e.f. April 17, 2024.

• Mr. Dashrath Ram was appointed as Non-Executive, Independent Director of the Company w.e.f. May 02, 2023

• Mr. Soonil V Bhokare was appointed as Non-Executive, Independent Director of the Company w.e.f. August 12, 2023

• Mrs. Ranjana Manoj Mimani was appointed as a Non-Executive, Non-Independent Director w.e.f. August 28, 2023.

• The following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:

• Mr. Ganesh Nibe : Chairman and Managing Director

• Mr. Ravi Kumar Pareek (w.e.f. April 22, 2024) : Chief Financial Officer

• Mr. Balakrishnan Govind Swamy (w.e.f. November 09, 2023) : Chief Executive Officer

• Ms. Komal P Bhagat (w.e.f. June 15, 2024) : Company Secretary and Compliance Officer

11. MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company. The Board of Directors of your Company met 8 (Eight) times during the financial year 2023-24. The details of these Meetings are provided in the Corporate Governance Section of the Annual Report. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

12. BOARD COMMITTEES

The Board had constituted/re-constituted various Committees in compliance with the provisions of the Act and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board.

The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report.

13. PERFORMANCE EVALUATION

The Board is committed to the transparency in assessing the performance of Directors. In accordance with the Act and the Rules made thereunder and Regulation 4(2)(f) of the Listing Regulations. The Company has framed a policy for the formal annual evaluation of the performance of the Board, Committees and individual Director.

The Company has put in place a robust framework for evaluation of the Board, its Committees, the Chairman, individual Directors and the governance processes that support the Board’s functioning. This framework covers specific criteria and the grounds on which all Directors in their individual capacity are evaluated

The key criteria for performance evaluation of the Board and its Committees include aspects such as composition and structure, effectiveness of board processes, information sharing and functioning. The criteria for performance evaluation of the individual Directors include aspects such as professional conduct, competency, and contribution to the Board and Committee meetings. The criteria for performance evaluation of the committees of the Board include aspects such as the composition of committees and effectiveness of committee meetings. The performance evaluation of the individual Directors and Independent Directors was done by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNELAND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Company’s website and can be accessed at www.nibelimited.com under Investor relations tab.

15. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

A note on the Familiarization Programme adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Act and the Listing Regulations is provided in the Report on Corporate Governance forming part of this Annual Report and the same is also available on the website of the Company and can be accessed at www.nibelimited.com under Investor relations tab.

16. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (ii) (a) of the Companies (Accounts) Rules, 2014.

17. INDEPENDENTDIRECTORS’ MEETING

The Company’s Independent Directors met once on February 02, 2024 during the financial year ended on March 31, 2024 without the presence of the Non-Independent Directors and members of the management. The meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their combined views to the Board of Directors of the Company. In accordance with the Listing Regulations, following matters were, inter-alia, discussed at the meeting:

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties

18. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNELAND SENIOR MANAGEMENT EMPLOYEES

The Board of Directors has framed a Policy which lays down a framework in relation to the remuneration of Directors, Key Managerial Personnels and Senior Management of the Company. This Policy also lays down criteria for selection and appointment of the Board Members as well as diversity of the Board. The Company recognizes the benefits and importance

of having a diverse Board of Directors in terms of skill set and experience. The Company has an optimum mix of executive and non-executive directors, independent directors and woman director.

The details of the policy are explained in the Report on Corporate Governance and the full policy is available on the Company’s website at and can be accessed at www.nibelimited.com under Investor relations tab.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.

Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) particulars of Loans/Advances given to subsidiaries have been disclosed in the notes to the Financial Statements forming part of Annual Report

20. VIGIL MECHANISM

In compliance with Section 177(9) and (10) of the Act and Regulation 22 of the Listing Regulations, the Company has established a strong Vigil Mechanism and adopted a Whistle Blower Policy. This policy enables employees to report concerns related to fraud, malpractice, or any activity contrary to the Company’s interests or societal welfare. The policy ensures protection for employees who report unacceptable or unethical practices, fraud, or legal violations, shielding them from retaliation. This Policy is also applicable to the Directors of the Company. All cases reported as part of whistle-blower mechanism are taken to their logical conclusion within a reasonable timeframe. Details of complaints, received and the actions taken, if any, have been reviewed by the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time.

The Vigil Mechanism Policy has been uploaded on the website of the Company and can be accessed at www.nibelimited.com under Investor relations tab.

During the year under review, no cases were reported under Whistle Blower Policy.

21. RELATED PARTYTRANSACTIONSAND POLICY

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and were approved by the Audit Committee.

Further, during the year, the Company had not entered material Related Party Transactions. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is attached herewith as Annexure III.

The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature and in line with the Policy on Materiality of and dealing with Related Party Transactions (“RPT Policy”) adopted by the Company. Audit Committee grants Omnibus approval for the Related Party Transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee for review on a quarterly basis. The RPT Policy as amended and approved by the Board of Directors has been uploaded on the website of the Company and can be accessed at www.nibelimited.com under Investor relations tab.

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/or Board and/or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

22. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

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 to which the Financial Statements relate and the date of this Report.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal

Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Controls were adequate and effective during financial year ended on March 31, 2024.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

i. in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended on that date

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a “going concern” basis;

v. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

25. AUDITORS AND AUDITORS’ REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, M/s Bhatter & Co, Chartered Accountants (Firm Registration No. 131092W) were appointed as Statutory Auditors of the Company at the 18^th AGM held on September 23, 2023 for the term of Five years i.e. from the conclusion of 18^th Annual General Meeting till the conclusion of 23^rd Annual General Meeting to be held in 2028.

The report of the Statutory Auditors for the financial year ended on March 31, 2024 along with Notes and Schedules thereto is enclosed to this Annual Report. The observations made in the Auditors’ Report are self-explanatory and therefore, do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation, or adverse remark. Further, the Auditors have not reported any fraud under section 143(12) of the Act.

M/s Bhatter & Co, Chartered Accountants vide their letter dated August 13, 2024 have resigned from the position of Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013.

Pursuant to the recommendation of the Audit Committee and of the provisions of Section 139(8) of the Companies Act, 2013, the Board of Directors of the Company, have approved the appointment of M/s. Kailash Chand Jain & Co.., Chartered Accountants (FRN: 112318W), as Statutory Auditors of the Company, to fill the casual vacancy caused due to resignation of M/s Bhatter & Co, Chartered Accountants, to hold the office till the conclusion of the ensuing 19^th Annual General Meeting.

Pursuant to the recommendation of the Audit Committee, the Board recommended the re-appointment of M/s. Kailash Chand Jain & Co., Chartered Accountants (FRN: 112318W), as Statutory Auditors of the Company to hold office for a period of five years, i.e., from the conclusion of the 19^th AGM, till the conclusion of the 24^th AGM of the Company.

26. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which was required to be reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act and rules made thereunder

27. COST AUDIT AND COST RECORDS

The Board, on the recommendation of the Audit Committee, at its meeting held on August 13, 2024 has approved the reappointment of Dhananjay Laxman Gawade & Co., (Firm Regn. No. 006147), Cost Accountant, as Cost Auditor, to audit the Cost Records of the Company for the financial year ending March 31, 2025. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor shall be ratified by the shareholders.

The Board recommends the remuneration payable to the Cost Auditor for Financial Year 2025 for approval by shareholders at the ensuing AGM

The Company has maintained the Cost Records as specified by the Central Government under section 148(1) of the Act.

28. SECRETARIALAUDIT

The Board has at its meeting held on April 22, 2024, on recommendation of the Audit Committee, appointed M/s Yogesh Choudhary & Associates, Company Secretaries, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation, disclaimer or adverse remark. The Secretarial Audit Report is annexed as Annexure-IV to this report.

The Board, on the recommendation of Audit Committee, at its meeting held on April 22, 2024, has re-appointed M/s Yogesh Choudhary & Associates, Company Secretaries, as Secretarial Auditors of the Company for the financial year ending March 31, 2025

29. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

30. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules’), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

31. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board of Directors of the Company has devised systems, policies, procedures and frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to the policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial controls have been documented in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, controls self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. Management team has assessed the effectiveness of the Company’s internal control over financial reporting as at March 31, 2024.

The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting as defined under section 143 of the Act. for the financial year ended on March 31, 2024. The Company had appointed M/s. ADV & Associates Chartered Accountants, to carry out Internal Audits. The audit is based on focused and risk-based internal plans, which is reviewed every year in consultation with the Audit Committee.

32. RISKMANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risk elements in the internal and external environment, along with the cost of treating such risk elements and incorporates risk mitigation plans in its strategy, business and operational plans. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.

33. SAFETY & WELLBEING OF WOMEN

The Company promotes a work environment that ensures every employee is treated with dignity and equitable treatment irrespective of his/her gender, race, social class, caste, religion, place of origin, disability or economic status. Gender equality and women safety is a very important part of the Company’s human resource policies. The Company has zero tolerance for sexual harassment at workplace and it has adopted a Policy for the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed thereunder. The Company is committed to provide a safe and conducive work environment to all employees and associates that is free from any discrimination.

As per the requirement of the POSH Act and Rules made thereunder, the Company has constituted an Internal Complaint Committee (“ICC”) to redress the complaints received regarding sexual harassment. Composition of the ICC as on March 31. 2024 is given as below.

Sr. No.	Name of the Person	Designation
1.	Mrs. Manjusha Ganesh Nibe	Presiding Officer
2.	Mr. Prakash Bhamare	Member
3.	Mr. Hemant Wani	Member
4.	Mrs. Gangatai S. Buke	External Member from NGO
5.	Ms. Dipali Rajendra Rathod	Member

During the year under review, no cases were reported to the ICC

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to pursue responsible growth and recognizes its responsibility towards the society where it operates as a good corporate citizen. CSR at Nibe is creating sustainable programs that actively contribute to and support the social and economic development of the society.

The Company is committed to community development, women empowerment, enhancing livelihood, promoting education and health care including preventive health care and ensuring environmental sustainability.

The CSR policy of the Company is available on the Company’s website at www.nibelimited.com under Investor relations tab. Composition of the Sustainability and CSR Committee as on March 31, 2024, is given as below

Sr. No.	Name of the Person	Designation
1.	Venkateshwara Gowtama Mannava	Chairman
2.	Bhagwan Krishna Gadade	Member
3.	Soonil V Bhokare	Member
4.	Dashrath Ram	Member

The Company’s CSR activities are in accordance with Schedule VII of the Act and the Company’s CSR Policy. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided as Annexure V forming part of this Report

35. ENVIRONMENTAND SAFETY

The Company is committed to corporate responsibility for environmental protection and has implemented several measures to enhance safety, health, and environmental stewardship. These measures include creating standard operating procedures, providing resource conservation training for all employees, maintaining good housekeeping practices, developing green belt areas, and preparing for onsite emergencies.

Sustainable living is an integral part of the long-term business strategy, and the Company continually works to minimize its environmental impact while improving the lives of people throughout its product value chain

36. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year under review

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be disclosed pursuant to Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as Annexure VI forming part of this Report

38. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

39. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the first proviso to Section 136 of the Act, the Annual Report including Financial Statements are being sent to the shareholders excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in electronic form. Any shareholder interested in obtaining the same may write to the Company Secretary at [email protected] or visit at the Registered Office of the Company on any working day up to the date of the 19th Annual General Meeting. The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure VII forms part of this Report.

40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

41. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 2023-24 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as Annexure - VIII and forming the part of this Report.

42. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statement’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

43. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors take this opportunity to express their sincere appreciation to all the employees for their commitment and contribution to the success of the Company. Their enthusiasm and hard work have enabled the Company to be at the forefront of the industry.

We also take this opportunity to thank all our valued customers who have appreciated and cherished our products. The Board extends heartfelt thanks to the investors and bankers for their ongoing support throughout the year. The directors also acknowledge the guidance and assistance from regulatory authorities, including SEBI, Stock Exchange, and other Central and State Government agencies.

In addition, the Board appreciates the support and collaboration from all customers, supply chain partners and other business associates. We look forward to their continued partnership and support in the future.

By Order of the Board of Directors of Nibe Limited

Sd/-

Registered Office: Ganesh Nibe

Plot No. A-3/B in the Chakan Industrial Area Phase- II, Chairman & Managing Director

Village: Khalumbre, Taluka - Khed, Pune 410501 DIN: 02932622

Email id: [email protected]

Dated: August 13, 2024 Place: Pune

---

Mar 31, 2023

Your Directors have the immense pleasure to present the 18^th (Eighteenth) Board’s Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS

The Company’s financial performance for the year ended March 31, 2023 is summarised below;		(Rs. in Lakhs)
Particulars	Standalone
	2022-23	2021-22
Total Income	10610.41	2,253.69
Less: Expenditure	9,983.14	2,286.95
ProfW(Loss) before Tax	627.27	(33.27)
Tax Expense (including Previous Year Tax Adjustment)	170.08	11.29
Profit/(Loss) after Tax	457.19	(44.56)

2. OPERATIONS & STATE OF COMPANY’S AFFAIRS

During the year under review, the standalone Revenue of the Company has increased to Rs.10610.41 lakhs compared to Rs. 2253.69 lakhs in the previous year, registering growth of 370.80%. The Standalone Net Profit after tax for the year has stood at Rs. 457.19 Lakhs as against loss of Rs. 44.56 Lakhs in the previous year.

This year under review was the first year consolidation of the Company and there was no business operation was carried out by the subsidiaries. During the year under review, the consolidated revenue of the Company was at Rs.10645.43 lakhs. At consolidated level Net Profit after tax for the year was stood at Rs. 159.30 Lakhs.

3. DIVIDENDANDRESERVES

Your directors have recommended a dividend of Rs. 0.10/- per equity share of Rs. 10/- each as dividend for the financial year ended March 31, 2023 for approval by the shareholders at the ensuing Annual General Meeting (“AGM”) of the Company. The Company does not propose to transfer any amount to reserves.

4. SHARE CAPITAL

The authorised share capital of the Companyis Rs. 30,00,00,000 (Rupees Thirty crores only) comprising of 30,000,000 equity shares of face value of Rs. 10/- each. There was no change in the authorized share capital of the Company during the financial year ended on March 31, 2023.

The paid-up equity share capital as at March 31, 2023 stood at Rs. 11,85,94,850 (Rupees Eleven crores eighty-five lakhs ninety-four thousand eight hundred fifty only) divided into 11,859,485 equity shares of Rs. 10/ each as against Rs. 10,41,87,060 divided into 1,04,18,706/- equity shares of 10/- each at the end on previous year.

During the year the Company has issued and allotted 14,40,779 equity shares of 10/- each at a premium of Rs, 355/- per equity share through preferential issue.

The Company has not issued any equity shares with or without differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

5. EMPLOYEES STOCK OPTION SCHEME (ESOP)

The Nibe Limited - Employee Stock Options Plan 2022 (“Nibe Limited ESOP 2022”) was approved by the Members of the Company by Special Resolution passed at the Extra-ordinary General Meeting held on December 26, 2022. The Company has not granted any stock option to the eligible employee under the Nibe Limited ESOP 2022 during the year under review.

A certificate from the Secretarial Auditor on the implementation of Nibe Limited ESOP 2022 will be placed at the ensuing Annual General Meeting for inspection by the Members. The particulars with regard to stock options as on March 31, 2023, as required to be disclosed pursuant to the provisions of Companies (Share Capital and Debentures) Rules, 2014 read with the applicable SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are set out at Annexure-1 to this Report.

200,000 (Two Lakhs only) stock options were available for grant to the eligible employees as on March 31, 2023 under Nibe Limited ESOP 2022.

6. SUBSIDIARYAND ASSOCIATES COMPANIES

As on March 31, 2023 the Company has the following subsidiaries:

• Nibe E-Motor Limited

• Nibe Defence and Aerospace Limited

• Nibe Technologies Private Limited, wholly owned subsidiary

The Company has no associate or joint venture Company during the financial year and as on March 31, 2023.

7. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Act and implementation requirements of Indian Accounting Standards (‘IND-AS’) on accounting and disclosure requirements and as prescribed by the SEBI Listing Regulations, the Audited Consolidated Financial Statements are provided in this Annual Report

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statements of the Subsidiaries, Associates and Joint Ventures of the Company in the prescribed form AOC-1 is annexed at Annexure - 2 to this Annual Report.

8. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India (‘the SEBI’).The report on Corporate Governance as prescribed in the SEBI Listing Regulations forms an integral part of this Annual Report.

The requisite certificate from NKM & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance along with a declaration signed by CEO of the Company stating that the Members of the Board of Directors and Senior Management have affirmed the compliance with code of conduct of the Board of Directors and Senior Management, is attached to the report on Corporate Governance.

9. ANNUALRETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the website of the Company at www.nibelimited.com under Investor relations tab.

10. DIRECTORSANDKEYMANAGERIALPERSONNEL

• All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

• Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.

• In terms of the provision of Section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Venkateswara Gowtama Mannava (DIN: 07628039), Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

• During the year under review;

- Mr. Venkateswara Gowtama Mannava was appointed as a Non-Executive, Independent Director w.e.f. August 09, 2022 and redesignated as Non-Executive Director, Non-Independent w.e.f. November 12, 2022.

- Mr. Gaurav Brahmdev Thakur was appointed as a Non-Executive Director, Independent Director w.e.f. October 01, 2022.

- Mr. Manish P. Kella and Mr. Sanjay Shivajirao Dighe, Non-Executive, Independent Directors have resigned from the Directorship of the Company w.e.f. October 01, 2022.

• Mr. Dasharath Ram was appointed as Non-Executive, Independent Director of the Company w.e.f. May 23, 2023.

• Mr. Soonil V Bhokare was appointed as Non-Executive, Independent Director of the Company w.e.f. August 12, 2023.

• Mr. Aditya Joshi, Non-Executive, Independent Director of the Company resigned from the Directorship of the Company w.e.f. June 01, 2023.

• Mrs. Manjusha Nibe, Whole-time Director of the Company resigned from the Directorship of the Company w.e.f. closure of the business hours of August 28, 2023.

• Mrs. Ranjana Mimani was appointed as Non-Executive, Non-Independent Director of the Company w.e.f. August 28, 2023.

• The following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder:

• Mr. Ganesh Nibe :	Chairman & Managing Director
• Mr. Sachin Raosaheb Shinde :	Chief Executive Officer
• Mr. Hemant Dilip Wani :	Chief Financial Officer
• Ms. Priya Pandey (w.e.f. June 26, 2023) :	Company Secretary & Compliance Officer

11. MEETINGS

A calendar of Board Meetings, Annual General Meeting and Committee Meetings is prepared and circulated in advance to the Directors of your Company. The Board of Directors of your Company met 11 (Eleven) times during the financial year 2022-23. The details of these Meetings are provided in the Corporate Governance Section of the Annual Report.The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

12. BOARD COMMITTEES

The Board had constituted/re-constituted various Committees in compliance with the provisions of the Act and the SEBI Listing Regulations viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference/role of the Committees are taken by the Board.

The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report.

13. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.

The Board’s functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the management outside Board/Committee Meetings.

As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

14. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNELAND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Company’s website and can be accessed at www.nibelimited.com.

15. FAMILIARIZATION PROGRAMOFINDEPENDENTDIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the familiarization program are explained in the Corporate Governance Report and the same is also available on the website of the Company and can be accessed at www.nibelimited.com.

16. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (ii) (a) of the Companies (Accounts) Rules, 2014.

17. INDEPENDENTDIRECTORS’ MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of Management. During the year under review, Independent Directors met separately on February 11, 2023, inter-alia, for

• Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and

• Evaluation of the quality, content, and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

18. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNELAND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter-alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Company’s website and can be accessed at www.nibelimited.com.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Particulars of Loans, Guarantees and Investments made during the year as required under the provisions of Section 186 of the Act are given in the notes to the Financial Statements forming part of Annual Report.

Also, pursuant to Paragraph A (2) of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’) particulars of Loans/Advances given to subsidiaries have been disclosed in the notes to the Financial Statements forming part of Annual Report.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed at www.nibelimited.com.

21. RELATED PARTY TRANSACTIONS AND POLICY

The related party transactions attracting the compliance under the Companies Act, 2013 and/or the SEBI Listing Regulations were placed before the Audit Committee and/or Board and/or Members for necessary review/approval.

The routine related party transactions were placed before the Audit Committee for its omnibus approval. A statement of all related party transactions entered was presented before the Audit Committee on a quarterly basis, specifying the nature, value and any other related terms and conditions of the transactions.

Transactions to be reported in Form AOC-2 in terms of Section 134 of the Act read with Companies (Accounts) Rules, 2014, with related parties are annexed as Annexure - 3.

The Related Party Transactions Policy in line with the requirements of Regulation 23 of the SEBI Listing Regulations is available on the Company website and can be accessed at www.nibelimited.com.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

22. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTINGFINANCIALPOSITION OF THE COMPANYFROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

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 to which the Financial Statements relate and the date of this Report.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;

i. in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31, 2023 and of the profit of the Company for the year ended on that date

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a “going concern” basis;

v. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

Your Auditors have opined that the Company has in, all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effectively.

25. STATUTORYAUDITORS

M/s. RT Jain & Co LLP, Chartered Accountants (Firm Registration No. 131092W) have tendered their resignation as the Statutory Auditor of the Company w.e.f. August 12, 2023.

To fill up the casual vacancy, the Board of Directors of the Company at its Meeting held on August 28, 2023, appointed M/ s Bhatter & Co., Chartered Accountants on the recommendation of Audit Committee, subject to the approval of the Members at the ensuing Annual General Meeting.

Necessary resolution to appoint M/s Bhatter & Co., Chartered Accountants, as Statutory Auditors has been incorporated in the notice of the ensuing 18^th Annual General Meeting.

The Auditors’ Report for the Financial Year ended March 31, 2023 submitted by the M/s. RT Jain & Co LLP, Chartered Accountants does not contain any qualification, reservation or adverse remark.

26. REPORTTNGOF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

27. COST AUDIT AND COST RECORDS

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the financial year under review.

28. SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed NKM & Associates, Company Secretaries (“Secretarial Auditors”) to undertake the Secretarial Audit of the Companyfor the financial year 2022-23 and the same was conducted by them in accordance with the provisions of Section 204 of the Act. The Secretarial Auditor’s Report is attached to this Annual Report at Annexure - 4.

The Secretarial Auditor’s observations are self-explanatory.

29. SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

30. TRANSFER OF UNCLAIMED DIVIDENDAND EQUITY SHARES TO INVESTOR EDUCATIONAND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules’), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

31. INTERNAL CONTROL SYSTEMSAND THEIRADEQUACY

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:

• assets are safeguarded and protected against loss from unauthorized use or disposition.

• all significant transactions are authorised, recorded and reported correctly.

• financial and other data are reliable for preparing financial information.

• other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.

32. INTERNALFINANCIALCONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the 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. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act.

33. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risk elements in the internal and external environment, along with the cost of treating such risk elements and incorporates risk treatment plans in its strategy, business and operational plans. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.

34. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year 2022-23, no case of Sexual Harassment was reported.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy Rules, 2014 are not applicable to the Company during the year under review.

36. ENVIRONMENTAL SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

37. INDUSTRIAL RELATIONS

The industrial relations continued to be generally peaceful and cordial during the year under review.

38. CONSERVATION OFENERGY, TECHNOLOGYABSORPTIONAND FOREIGNEXCHANGEEARNINGSAND OUTGO

(A) Conservation of Energy

Your company is taking continuously taking initiatives to ensure optimum utilization of energy available in day-to-day operations. Your company uses energy efficient lighting devices, light fittings to save energy, capacitor bank/devices to maintain power factor which are environment and power efficient.

(B) TechnologyAbsorption

Your company is doing its business by ensuring optimum utilisation of its available resources. Your company has not taken any research & development activity so far.

(C) Foreign Exchange Earnings and Outgo

The Company has foreign earning of Rs. 624.54 lakhs and and outgo of Rs. 12.99 lakhs during the financial year 202223.

39. PUBLIC DEPOSITS

Your Company has not accepted any deposit falling under Chapter V of the Act during the year under review. There were no such deposits outstanding at the beginning and end of the FY 2022-23.

40. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure - 5 and 6. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding statement containing particulars of top 10 employees and the employees, drawing remuneration in excess of limits prescribed under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said Statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

42. MANAGEMENTDISCUSSIONANDANALYSIS

Management Discussion and Analysis Report for the year 2022-23 as stipulated under SEBI (LODR), Regulations, 2015 has annexed and forming the part of this Report.

43. DISCLOSURE OFAGREEMENTS

As on date of the notification i.e., June 14, 2023, there was no agreement are subsisting as specified in clause 5A of para-A of part A of Schedule III of SEBI LODR Second Amendment Regulations, 2023.

44. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statement’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

45. ACKNOWLEDGEMENTANDAPPRECTATTON

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company’s valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 10th Annual Report of your Company along with the Audited Statement of Accounts for the Period ended 31st March, 2015.

FINANCIAL HIGHLIGHTS :

Year Ending March, Year Ending March, Particulars 2015 2014 Amt. in Rs. Amt. in Rs.

Sales 111,103,636 95,593,031

Other Income 115,528 -

Total Income 111,219,164 95,593,031

Less:Expenditure 107,613,159 92,720,837

Profit/(Loss) before Interest, Depreciation & Tax 3,606,005 2,872,194

Less:Interest 938,244 575,140

depreciation And Amortization Cost 1,374,121 1,175,155

Profit/(Loss) before Tax 1,293,640 1,121,899

Tax Expense 322,536 508,389

Profit/(Loss) after Tax 971,103 613,510

Add:Profit/(Loss) Brought Forward 2,241,422 1,741,411

Less: Prior year Tax Lability - (8,007)

Less: Utilised for Bonus Issue (1,655,630) -

Less: : Depreciation / Prior period adjustments (27,281) (105,492)

Amount available for Appropriation/(Loss) 1,529,614 2,241,422

RESULTS OF OPERATION REVIEW:

During the current period, your Company has shown an increase in revenue to the extent of 16.34 % from Rs.95.60 Lakhs during FY 2013-14 to Rs. 111.22 Lakhs during FY 2014-15. PAT has shown an increase of 58.29 % from Rs. 6.13 Lakhs during FY 2013-14 to Rs. 9.71 Lakhs during FY2014-15.

FINANCIAL YEAR

This report of Directors along with its Annexure, Management Discussion and Analysis, Corporate Governance Report, Financial Statements alongwith their Notes are prepared for the period April 01, 2014 to March 31, 2015 (a period of 12 months). Pursuant to the provisions of Section 2(41) of the Companies Act, 2013, a 'financial year' in relation to the Company means the period ending on the 31st day of March every year, in respect whereof financial statement of the Company is made.

Your Company in compliance with the provisions of the Companies Act, 2013.

SHARE CAPITAL

During the period April 01, 2014 to March 31, 2015, there is a change in the Issued, Subscribed and Paid Up Capital of your Company pursuant to bonus issue in the ratio of 2:1 (i.e. two bonus equity share of Rs.10/- for every one fully paid up equity shares of Rs.10/- each held) to the shareholders. The Share Capital Audit as per the directives of the Securities and Exchange Board of India (SEBI) is being conducted by RanjanaMimani& Associates, Practicing Company Secretaries. The Equity Shares of your Company are listed on Bombay Stock Exchange in India viz. BSE Limited (BSE) and the Company has entered into Listing Agreement with the Stock Exchange. As per the requirements of Listing Agreement, the said Share Capital Audit reports are duly forwarded to the Stock Exchanges where the Company's' Equity Shares are Listed. The paid up Share Capital of the Company stands at Rs. 104,187,060/- (Rupees Ten Crores Forty One Lakh Eighty Seven Thousand and Sixty Only).

DIVIDENDS:

The Company has decided to sustain the growth in line with the long term growth objectives of the Company by retaining the profits and utilizing the same for opportunities in hand.

RESERVES

No Amount has been transferred by the Company to Reserve during the Year DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152 Companies Act, 2013 read with applicable Rules, if any, Mr. Shailesh Chandak, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for a re-appointment.

The Company has appointed Mr. Shailesh Chandak as the Chief Financial Officer of the Company. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company state that —

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation and there are no material departures from the same;

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 viz. March 31, 2015 and of the profit and loss 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) The Directors had prepared the annual accounts on a going concern basis; and

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively 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.

PUBLIC DEPOSITS

The Company has neither invited nor accepted any public deposits during the period under review. CORPORATE SOCIAL RESPOSIBILITY :

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2014-15, the Board of Directors of the Company met 6 times on 27 May, 2014, July 08, 2014, July 22, 2014, November 12, 2014, January 09, 2015 and March 31, 2015. Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31stMarch, 2015.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure I.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished as Annexure II.

AUDIT COMMITTEE

The composition of Audit Committee is as follows:

Name of Directors Designation in Nature of Directorship Committee

Mr.Nitin Maheshwari Chairman Non-Executive and Independent

Mr.Kishan Kumar Sarda Member Non-Executive and Independent

Mr.Shailesh Chandak Member Executive Director

During the Financial Year 2014-15, Audit Committee met 4 times on 27 May, 2014, August 13, 2014, November 12, 2014andFebruary 13, 2015.

All the recommendations made by the audit committee were accepted by the board.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Non-Executive Directors of the Company viz. Mr.GovindlalSaboo, Mr.Nitin Maheshwari and Mr.Kishan Kumar Sarda have submitted the declaration of independence as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement.

NOMINATION AND REMUNERATION COMMITTEE

The Company follows a policy on "Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management". The policy is approved by the Nomination & Remuneration Committee and the Board. More details on the same are given in Annexure III.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTY

The Company had entered into related party transactions. Form AOC 2 as required under the Companies Act, 2013 for related party transaction is annexed as Annexure IV to the Directors Report.

STATUTORY AUDITORS

The Statutory Auditors of the Company are M/s. Sanjay Maheswari & Associates, Chartered Accountants (ICAI Registration No.113289W, have audited the Financial Statements of the Company for the period April 01, 2014 to March 31, 2015. The Statutory Auditors were appointed by the members of the Company at the 9th Annual General Meeting of the Company held on June 26, 2014 to audit the Financial Accounts of the Company. Their term in the office of Statutory Auditors concludes at the ensuing Annual General Meeting and pursuant to provisions of Section 139 of the Companies Act, 2013 read along with the applicable rules framed thereunder, M/s. Sanjay Maheswari & Associates are eligible for re-appointment.

M/s. Sanjay Maheswari & Associates have expressed their willingness to get re-appointed as the Statutory Auditors of the Company and have furnished a certificate of their eligibility and consent under section 141 of the Companies Act, 2013 and the rules framed thereunder to hold the office of Statutory Auditors of the Company. As per the requirements of the Listing Agreement, M/s. Sanjay Maheswari & Associates have vide letter confirmed that they hold a valid certificate. The Board on recommendation of Audit Committee have recommended the members of the Company, for appointment of M/s. Sanjay Maheswari& Associates, as the Statutory Auditors of the Company for a term of 4 years, subject to ratification of members at every consequent Annual General Meeting.

SECRETARIAL AUDITORS

The Board of Directors vide their meeting held on March 31, 2015 have appointed M/s R. M Mimani& Associates as Secretarial Auditors to conduct Secretarial Audit for the Financial Year 201415.

The Secretarial Audit Report issued by M/s R. M Mimani& Associates, Company Secretaries in Practice is self explanatory and does not call for further comments. The Secretarial Audit Report and Management reply on the qualifications stated in the said Report forms a part of Directors Report in Annexure V.

BUSINESS RISK MANAGEMENT

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. The Company has adopted risk management policy.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

( A ) Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor which are environment and power efficient.

( B ) Technology Absorption

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far.

( C ) Foreign Exchange Earnings and Outgo: The Company has not incurred in foreign currency during the financial year 2014-15.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on website of the company i.e. www.kavitafabrics.com. The Company has obtained confirmations for the compliance with the said code from all its Board members and senior management personnel for the year ended March, 31, 2015.

CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statement' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

INTERNAL FINANCIALS CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.Shailesh Chandak retires by rotation at the ensuing Annual General Meeting under the applicable provisions of Companies Act, 2013, Mr.Shailesh Chandak being eligible and offering himself for appointment, is proposed to be appointed as an Executive Director.

Mr Shailesh Chandak is appointed as Chief Financial Officer of the Company.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Compliance Committee , Nomination and Remuneration Committee and Stakeholders Relation Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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

The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an AntiSexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

* Number of complaints received: NIL

* Number of complaints disposed off: NIL

PARTICULARS OF EMPLOYEES

Particulars of employees as required u/s 134 of the Companies Act, 2013 are not annexed since there are no employees drawing remuneration of more than Rs. 60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under requirements of Clause 52 of the SME Listing agreement (as Company was listed on SME Platform of BSE Limited for the Financial Year 2014-15) forms part of this Annual Report for the year ended 31st March 2015.

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of corporate governance and adhere to corporate governance requirement set out by SEBI. The report of corporate governance as stipulated under the Listing Agreement forms an integral part of the report. The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 52 of the SME Listing agreement (As Company was listed on SME Platform of BSE Limited for the Financial Year 2014-15) shall be annexed with the report.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy has been uploaded on the Company's Website i.e www.kavitafabrics.com

PARTICULARS OF LOANS GIVEN, OR INVESTMENTS MADE

Particulars of loans given, investments made, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement . (Please refer the standalone financial statement).

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING WITH STOCK EXCHANGES

The Company was listed on BSE SME segment for the Financial Year 2014-15 and now has migrated to BSE main frame. The Company confirms that it has paid the Annual Listing Fees for the year 20152016 to BSE where the Company's Shares are listed.

ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co-operation, assistance and support extended by the Regulatory Authorities, Company's Bankers, Customers, Shareholders and other business constituents during the year under review.

The Directors also wish to place on record their appreciation for all round co-operation and contribution made by employees at all levels.

For and on behalf of the Board Kavita Fabrics Limited

Place: Surat Harish Chandak Shailesh Chandak Date:August 31, 2015 (Chairman & Managing Director) (Executive Director)