Directors Report of Lex Nimble Solutions Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Company''s 20^th Annual Report along
with the audited financial statements of the Company for the year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

S. No	Particulars	31.03.2024	31.03.2025
1.	Income from Operations	3,85,85,387	7,16,60,418
2.	Other Income	1,02,40,905	1,12,11,922
3.	Expenses	3,73,77,796	6,64,71,287
4.	Finance Charges	-	-
5.	Depreciation	1,25,195	1,08,825
6.	Profit Before Tax and Exceptional items	1,13,23,300	1,62,92,227
7.	Exceptional items	(2,93,573)	.... _ . . ...
8.	Tax Including deferred tax	28,54,143	44,10,252
9.	Profit After Tax	87,62,731	1,18,81,976
10.	Other Comprehensive Income	2,32,364	9,92,290
11.	Total Comprehensive Income for the period	89,95,095	1,28,74,265

SUMMARY OF BUSINESS OPERATIONS:

The financial year 2024-25 marked a period of positive growth for the Company. Income
from Operations increased by 85.72% to ?716.60 lakh from ?385.85 lakh in 2023-24,
primarily driven by higher business volumes and the successful establishment of the
Company’s overseas branch, which contributed significantly to revenue expansion. Other
Income grew to ?112.12 lakh from ?102.41 lakh.

Total expenses rose to ?664.71 lakh compared to ?373.78 lakh in the previous year, in line
with the increased scale of operations. Profit Before Tax rose by 43.88% to ?162.92 lakh
from ?113.23 lakh, while Profit After Tax increased by 35.60% to ^ 118.82 lakh from ?87.63
lakh. Earnings Per Share (EPS) improved to ?2.84 from ?2.10.

Other Comprehensive Income stood at ?9.92 lakh (?2.32 lakh in 2023-24), resulting in a
Total Comprehensive Income of ?128.74 lakh, reflecting a growth of 43.13%. The
Company’s performance demonstrates the positive impact of its strategic overseas
expansion and its ability to deliver enhanced shareholder value while maintaining healthy
profitability.

TRANSFER TO RESERVES:

During the financial year 2024-25, the Company has not transferred any amount to the
Reserves and Surplus account.

DIVIDEND:

The Board of Directors is pleased to recommend a dividend of ?1 per equity share (i.e., 10%
on the face value of ?10 each) for the financial year 2024-25. Based on 41,90,000 equity
shares outstanding, the proposed dividend amounts to a total payout of ?41,90,000. The
dividend is subject to approval of the shareholders at the ensuing Annual General Meeting
(AGM).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members
with effect from April 1, 2020. Accordingly, the Company is required to deduct tax at
source (TDS) on the dividend paid to Members at the applicable rates prescribed under the
Income-tax Act, 1961.

The record date for determining the eligibility of Members to receive the final dividend for
the financial year ended March 31, 2025, September 05, 2025.

SHARE CAPITAL:

As on 31^st March, 2025, the authorized capital of the company was Rs. 5,70,00,000/- comprising
57,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital
stood at ?4,19,00,000, comprising 41,90,000 equity shares of ?10 each.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of the Company’s business during the financial year
under review.

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE -
SMEPLATFORM:

The equity shares of the Company have been listed on the Bombay Stock Exchange - SME
Platform with effect from 4^th April, 2018.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
BOARD STRUCTURE INCLUDING KMP AS ON 31.03.2025:

S. No	DIN/PAN/ Membership No	Name of the Person	Designation	Date of Appointment
1	02816167	Praveen Chakravarthy Medikundam	Chairman and Non¬ executive Director	15/04/2005
2	03258451	Sarada Devi Medikundam	Non-executive Director	17/10/2010
3	06361980	Chandra Sekhar Vanumu	Whole-time Director	25/10/2017
4	07934262	Rakesh Choudhary	Independent Director	22/11/2017
5	07953521	Sreenivas Katragadda	Independent Director	22/11/2017
6	07264259	Muralidhar Venkata Koduri	Independent Director	13/10/2018
7	EZJPS4671F	Swarali Sachin Shingne	Company Secretary	01/03/2024
8	AVXPM6458Q	Mavuleti Udayasri	Chief Financial Officer	02/04/2018

RESIGNATION AND APPOINTMENT:

After the closure of the financial year, there were changes in the composition of the Key
Managerial Personnel. Dr. Chandra Sekhar Vanumu, Whole-time Director, resigned from
his post of Directorship due to personal engagements, with effect from 15.07.2025. Mr.
Gopal Rao Arigoppula was appointed as an Additional Director, designated as Whole-time
Director of the Company, with effect from 16.07.2025, subject to the approval of the
shareholders in the ensuing Annual General Meeting.

COMMITTEES TO THE BOARD:

The details of the Committees to the Board, viz., Audit Committee and Nomination and
Remuneration Committee, are as follows. Please note that there are no changes in the
composition of the Committees during the financial year.

On the resignation of Whole-time Director, Dr. Chandra Sekhar Vanumu, the Audit
Committee of the Company has been reconstituted w.e.f. 16.07.2025.

AUDIT COMMITTEE:

Description and Terms of Reference:

The Audit Committee was constituted pursuant to Section 177 of the Companies Act, 2013,
and other applicable provisions and rules of the said Act, with the following members.

S. No.	Name	Designation	Category
1	Mr. Rakesh Choudhary	Chairman	Independent Director
2	Dr. Chandrasekhar Vanumu	Member	Whole-time Director
3	Mr. Muralidhar Koduri	Member	Independent Director

Meetings:

The members of the Audit Committee met four times during the financial year 2024-25.

S. No.	Meeting Date		Attendance
1	20.05.2024		3
2	31.07.2024		3
3	11.11.2024		3
4	25.02.2025		3

The Audit Committee was reconstituted pursuant to Section 177 of the Companies Act,
2013, and other applicable provisions and rules of the said Act, on 16.07.2025, with the
following members.

S. No.	Name	Designation	Category .....
1	Mr. Rakesh Choudhary	Chairman	Independent Director
2	Mr. Gopal Rao Arigoppula	Member	Whole-time Director
3	Mr. Muralidhar Koduri	Member	Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

Description and Terms of Reference:

The Nomination and Remuneration Committee was constituted pursuant to Section 178 of
the Companies Act, 2013, and other applicable provisions and rules of the said Act, with the
following members:

S. No.	Name	Designation	Category
1	Mr. Sreenivas Katragadda	Chairman	Independent Director
2	Mr. Rakesh Chowdhary	Member	Independent Director
3	Mr. Praveen Chakravarthy Medikundam	Member	Non-Executive Director

Meetings:

Members of Nomination & Remuneration Committee met twice during the financial year
2024-25.

S. No.	Meeting Date	Attendance
1	20.05.2024	2
2	31.07.2024	2

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Company is not required to
constitute a Stakeholders Relationship Committee. The Company Secretary & Compliance
Officer is entrusted with the responsibility of reviewing and resolving investor complaints, if
any, and reporting the same to the Board from time to time.

MEETINGS OF BOARD OF DIRECTORS HELD DURING THE FINANCIAL
YEAR 2024-25 AND ATTENDANCE OF DIRECTORS THEREOF:

Meetings of Board of Directors:

The Board of Directors met four (4) times during the financial year 2024-25, on the
following dates:

S. No.	Date of Board Meeting	No. of Directors attended
1	20.05.2024	3
2	31.07.2024	3
3	11.11.2024	3
4	25.02.2025	3

Attendance of Directors

S. No	Name of Director	Designation	Meetings held in the tenure	Meetin gs attend ed	Attendence at last AGM
1	Mr. Praveen Chakravarthy Medikundam	Chairman & Non¬ Executive Director	4	3	Yes
2	Mrs. Sarada Devi Medikundam	Non-Executive Director	4	3	Yes
3	Mr. Sreenivas Kartragadda	Independent Director	4	3	Yes
4	Mr. Koduri Venkata Muralidhar	Independent Director	4	1	Yes
5	Dr. Chandrasekhar Vanumu	Whole-time Director	4	1	Yes
6	Mr. Rakesh Choudhary	Independent Director	4	1	Yes

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors, without the attendance of Non¬
Independent Directors and members of the management, was held on 06.02.2025. The
Independent Directors reviewed the performance of the Non-Independent Directors and the
Chairperson based on the criteria prescribed by SEBI and the Companies Act, 2013.

PERFORMANCE EVALUATION:

The Board of Directors carried out an evaluation of its own performance, the performance of
the Board Committees, and individual Directors, pursuant to the provisions of the
Companies Act, 2013.

The Nomination and Remuneration Committee evaluated the performance of the Board after
seeking inputs from all Directors, based on criteria such as Board composition and structure,
effectiveness of Board processes, availability of information, and overall functioning.

The Board evaluated the performance of its Committees after seeking inputs from the
respective Committee members, based on criteria such as the composition of Committees,
effectiveness of meetings, and the discharge of roles and responsibilities.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Sreenivas Katragadda, Mr. Rakesh Choudhary, and Mr. Venkata Muralidhar Koduri are
the Independent Directors on the Board as of 31.03.2025.

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 Companies
Act, 2013, read with the rules issued thereunder, as well as Regulation 16(1)(b) of SEBI
(LODR) Regulations.

Pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2019, all
the Independent Directors of the Company have registered themselves with the Independent
Directors’ Data Bank. Further, Mr. Rakesh Choudhary, Mr. Venkata Muralidhar Koduri, and
Mr. Sreenivas Katragadda have qualified the online proficiency self-assessment test during
the financial year 2020-21.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the
Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

b. The Directors have selected such accounting policies and applied them consistently, and
made judgments and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively;

f. The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively; and

g. The Company has complied with the provisions relating to the constitution of the
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

NOMINATION AND REMUNERATION POLICY:

The Board, on the recommendation of the Nomination & Remuneration Committee, has
framed a policy for the selection, appointment, and remuneration of Directors and Key
Managerial Personnel, including the criteria for determining qualifications, positive
attributes, and independence of Directors.

The policy is available on the Company’s website at the following link:
https://lexnimble.in/#investors.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company, as
none of its employees has received remuneration above the limits specified therein during
the financial year 2024-25.

The information required under Section 197(12) of the Companies Act, 2013, read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is provided in the statement annexed herewith as Annexure-III.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return as on March 31, 2025, pursuant to Section 92(3) of the
Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, is available on the Company’s website at www.lexnimble.in.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the
meaning of Sections 73 to 76 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANY:

The Company has no subsidiaries as on 31.03.2025

BRANCH OFFICE:

During the financial year 2024-25, the Company’s branch office in Illinois, USA, came into
operational status and materially contributed to the significant growth in the Company’s
revenue and operations during the year.

CORPORATE GOVERNANCE:

The equity shares of the Company are listed on the BSE-SME Exchange. Therefore,
pursuant to Regulation 15(2)(b) of the SEBI (LODR) Regulations, 2015, Regulation 27 of
the SEBI (LODR) Regulations, 2015, and Part C of Schedule V relating to compliance with
Corporate Governance, these provisions are not applicable to the Company. Hence, the
Company is not required to comply with the requirements specified in Part E of Schedule II
pursuant to Regulation 27 of the SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF COMPANIES ACT, 2013:

The Company has not made any loans, guarantees, or investments during the financial year
2024-25 under review.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE
WITH THE RELATED PARTIES:

During the year under review, the Company has not entered into any new related party
transactions.

However, details of existing contracts/arrangements made in previous financial years and
renewed during the current financial year, which were in compliance with the applicable
provisions of the Companies Act, 2013, and were on an arm’s length basis, have been
reported in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts) Rules, 2014. This form is annexed to and
forms part of this report.

All such transactions were placed before the Audit Committee and the Board for their
approval.

WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors has
approved the Policy on Vigil Mechanism/Whistleblower Policy.

Through this policy, Directors and employees may report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company’s Code of Conduct or Ethics Policy.

The policy is available on the Company’s website at www.lexnimble.in.

PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Company has formulated a Code for Prevention of Insider Trading. The same is available on
the Company’s website at www.lexnimble.in.

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

During the year under review, no cases were filed under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, there were no
complaints pending at the beginning or at the end of the financial year.

The Company has constituted an Internal Complaints Committee to resolve any such cases
and to sensitize the women workforce on the issues covered under this Act.

The Members of the Committee are as follows:

Name of the Person	Designation	Designation in . ..... Company
Udayasri Mavuleti	Presiding Officer	Chief Financial Officer
V. Uma Maheswari	Member	External Member
Mr. Arigoppula Gopal Rao	Member	Employee
Mrs. Konda Namratha	Member	Employee

The Company is committed to providing a safe and healthy working environment for
all employees, particularly women, and ensures that all necessary measures are in
place to prevent any form of sexual harassment at the workplace.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is not engaged in any manufacturing activity:

a) Conservation of Energy - Not Applicable

b) Technology Absorption

i. Research & Development - Nil

ii. Technology Absorption and Innovation -

During the year, the Company has adopted and implemented modern software
development frameworks and tools, including Docker containerization technology and
microservices-based architecture, to enhance scalability, deployment efficiency, and
maintainability of its solutions. Continuous training programs were conducted to keep
employees abreast of these emerging technologies.

The Company continues to make consistent efforts to keep its workforce informed of
and skilled in new technological advancements.

c) Foreign Exchange earnings & Out go

i. Earnings : Rs. 7,06,05,4 18-

ii. Out go : Rs. 07-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, the
Management Discussion and Analysis Report of the Company for the financial year 2024¬
25 is set out in this report as Annexure-I.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the maintenance of
cost records is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the financial statements for the year ended 31^st
March, 2025 are commensurate with the size and nature of the Company’s business. These
controls include budgetary controls, monitoring of expenses at various levels of authority,
adherence to the Company’s policies in the preparation and reporting of financial information,
and continuous oversight of internal controls through the internal audit process.

AUDITORS:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed
thereunder, M/s Akasam & Associates, Chartered Accountants, Hyderabad (Firm
Registration No: 005832S), were appointed as the Statutory Auditors of the Company from
the conclusion of the Eighteenth (18^th) Annual General Meeting (AGM) till the conclusion
of the Twenty-Third (23^rd) AGM to be held in the year 2028.

There is no qualification, reservation, adverse remark, or disclaimer made by the Statutory
Auditors in their report for the financial year 2024-25.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder, the
Company had appointed M/s V. Bhaskara Rao & Co., Practicing Company Secretaries, as
the Secretarial Auditor for the financial year 2024-25. The Secretarial Audit Report for the
year 2024-25 is attached herewith as Annexure II. The Report does not contain any
qualifications, reservations, or adverse remarks.

Further, in the meeting of the Board of Directors, the Company has approved the
appointment of M/s. Pravesh Palod & Associates, Practicing Company Secretaries, as the
Secretarial Auditor for the financial years 2025-26 to 2029-30, subject to the approval of
the members at the ensuing Annual General Meeting.

INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, Ms. V.S.K. Jyothi has been re-appointed as the Internal Auditor of
the Company for the financial year 2025-26. The Internal Auditor reports directly to the
Audit Committee. The audit is conducted based on an internal audit plan, which is reviewed
and approved by the Audit Committee. The Committee periodically reviews the internal
audit reports, considers suggestions for improvement, and follows up on the implementation
of corrective actions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, the Company has not received any significant or material
orders passed by any regulatory authority, court, or tribunal that would impact its going
concern status. The operations of the Company continued in the normal course without any
such adverse directions or restrictions.

RISK MANAGEMENT:

Generally, we believe that high risk gives high returns, but it fails without appropriate risk
management. An appropriate risk management policy mitigates the risk and maximizes the
return.

Therefore, the Company has established a well-defined risk management policy, which is
available on the website of the Company at www.lexnimble.in.

CORPORATE SOCIAL RE SONSIBILITY:

The Company is not covered under Section 135 of the Companies Act, 2013, and the rules
made thereunder; hence, a Corporate Social Responsibility report is not required to be
annexed.

MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR AND
BEFORE THE DATE OF THIS REPORT:

There have been no changes or events after the close of the financial year that have materially
affected the financial position of the Company, apart from a marginal slowdown in
operations due to prevailing market conditions.

ACKNOWLEDGMENTS:

The Board of Directors wishes to place on record its sincere appreciation for the continued
support, cooperation, and trust of all stakeholders. The Directors also acknowledge the
dedication, hard work, and commitment of the Company’s employees, whose efforts have
been instrumental in its progress. Further, the Board extends its gratitude to valued
customers, business associates, and partners for their continued patronage.

For and on behalf of the Board of
Lex Nimble Solutions Limited

Sd/-

Praveen Chakravarthy Medikundam
Chairman & Director

Place: Hyderabad
Date: 14.08.2025

---

Mar 31, 2024

The directors have pleasure in presenting the Company''s 19^th Annual Report with the Audited financial statements of the Company for the Year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS:

(Amount in Lakhs)
S. No	Particulars		31.03.2023	31.03.2024
1.	Income from Operations		431.83	385.85
2.	Other Income		71.93	102.41
3.	Expenses		93.86	373.78
4.	Finance Charges		-	-
5.	Depreciation		2.16	1.25
6.	Profit Before Exceptional items	Tax and	107.74	113.23
7.	Exceptional items		-	-2.94
8.	Tax Including deferred tax		26.60	28.54
9.	Profit After Tax		81.14	87.63

SUMMARY OF BUSINESS OPERATIONS:

During the year 2023-24 the company has earned a profit before tax of Rs.113.23 lakhs and the profit after tax for the year is 87.63 lakhs. Earning per share for 2023-24 is Rs. 2.09/-.

TRANSFER TO RESERVES:

The company has not transferred any amount to Reserves and Surplus Account for the financial year 2023-24.

DIVIDEND:

With a view to plough back of profits and using net profits for liquidity purposes and day-to-day operational activities, our Board of Directors does not recommend any Dividends for the financial year 2023-24.

SHARE CAPITAL:

As on 31^st March, 2024, the authorized capital of the company was Rs. 5,70,00,000/-comprising 57,00,000 equity shares of Rs.10/-each and the issued, subscribed and paid up share capital is Rs. 4,19,00,000/-, comprising 41,90,000 equity shares of Rs.10/- each.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

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

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE-SME PLATFORM:

The Equity shares of the Company have been listed on Bombay Stock Exchange-SME Platform w.e.f 04.04.2018.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: NA

BOARD STRUCTURE INCLUDING KMP AS ON 31.03.2024: There are changes in the KMP of the company during the Year.

S. No	DIN/PAN/ Membership No.	Name of the Person	Designation	Date of Appointment
1.	02816167	Praveen Chakravarthy Medikundam	Chairman and Nonexecutive Director	15/04/2005
2.	03258451	Sarada Devi Medikundam	Non-executive Director	17/10/2010
3.	06361980	Chandra Sekhar Vanumu	Whole-time Director	25/10/2017
4.	07934262	Rakesh Choudhary	Independent Director	22/11/2017
5.	07953521	Sreenivas Katragadda	Independent Director	22/11/2017
6.	07264259	Muralidhar Venkata Koduri	Independent Director	13/10/2018
7.	EZJPS4671F	Swarali Sachin Shingne	Company Secretary	01/03/2024
8.	AVXPM6458Q	Mavuleti Udayasri	Chief Financial Officer	02/04/2018

RESIGNATION AND APPOINTMENT:

During the year, there have been changes in the composition of Key Managerial Personnel. Mr. Yogiraj Hemant Atre has resigned from his position as Company Secretary due to personal reasons. Ms. Swarali Shingne has been appointed as the new Compliance Officer and Company Secretary, effective March 1, 2024.

COMMITTEES TO THE BOARD:

The details of the Committees to the Board viz., Audit Committee and Nomination and Remuneration Committee are as follows. Please be noted that, there are no changes in composition of Committees during the financial year.

AUDIT COMMITTEE:Description and Terms of reference:

The Audit Committee was constituted Pursuant to Sec 177 of the Companies Act, 2013, other applicable provisions and rules of the said Act, with the following members.

S. No.	Name	Designation	Category
1.	Mr. Rakesh Choudhary	Chairman	Independent Director
2.	Dr. Chandrasekhar Vanumu	Member	Whole-time Director
3.	Mr. Muralidhar Koduri |	Member	Independent Director

Meetings:

Members of Audit Committee met four times during the financial year 2023-24.

S. No.	Meeting Date	Attendance
1.	12.05.2023		3
2.	25.07.2023		3
3.	10.11.2023		3
4.	20.04.2024		3

NOMINATION AND REMUNERATION COMMITTEE:Description and Terms of reference:

The Nomination and Remuneration Committee was constituted Pursuant to Sec 178 of the Companies Act, 2013, other applicable provisions and rules of the said Act, with the following members.

S. No.	Name	Designation	Category
1.	Mr. Sreenivas Katragadda	Chairman	Independent Director
2.	Mr. Rakesh Chowdhary	Member	Independent Director
3.	Mr. Praveen Chakravarthy Medikundam	Member	Non-Executive Director

Meetings:

Members of Nomination & Remuneration Committee met thrice during the financial

year 2023-24.

S. No.	Meeting Date	Attendance
1.	12.05.2023	2
2.	25.07.2023	2
3.	20.02.2024	3

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Sec 178 of Companies Act, 2013, the Company is not required to constitute Stakeholder Relationship Committee and Company secretary & Compliance Officer is entrusted with the responsibility of reviewing and resolving the Investor Complaints, if any and report to the Board on the same from time to time.

MEETINGS OF BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2023-24 AND ATTENDANCE OF DIRECTORS THEREOF:Meetings of Board of Directors:

The board of directors met 5 (Five) times during the financial year 2023-24 on:

S. No.	Date of Board Meeting	No. of Directors attended
1.	27.04.2023	5
2.	12.05.2023	5
3.	25.07.2023	7
4.	10.11.2023	4
5.	20.02.2024	4

S. No	Name of Director	Designation	Meetings held in the tenure	Meetings attended	Attenda nce at last AGM
1.	Mr. Praveen Chakravarthy Medikundam	Chairman &Non-Executive Director	5	5	Yes
2.	Mr. Samuel Alemu	Non-Executive Director	3	3	Yes
3.	Mrs. Sarada Devi Medikundam	Non-Executive Director	5	4	Yes
4.	Ms. Bukkaraju Venkata Jaganmohan	Non-Executive Director	2	1	No
5.	Mr. Sreenivas Kartragadda	Independent Director	5	4	No
6.	Mr. Koduri Venkata Muralidhar	Independent Director	5	3	No
7.	Dr. Chandrasekhar Vanumu	Whole-time Director	5	2	Yes
8.	Mr. Rakesh Choudhary	Independent Director	5	2	No
9.	Mr. Kalyan Chakravarthy Medikundam	Non-Executive Director	2	1	No

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting for Independent Directors without the attendance of non-independent directors and members of the management was held on 05.06.2023. The independent Directors reviewed the performance of Non-Independent Directors and Chairperson based on criteria prescribed by SEBI and Companies Act, 2013.

PERFORMANCE EVALUATION:

The Board of directors has carried out an evaluation of its own performance, Board Committees and Individual directors pursuant to provisions of Companies Act, 2013.

The Nomination and Remuneration Committee evaluated the Performance of the Board after seeking inputs from all the directors on basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning.

The board evaluated the performance of Committees after seeking the inputs from the committee members on basis of criteria such as composition of committees, effectiveness of committee meetings etc.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Sreenivas Katragadda, Mr. Rakesh Choudhary and Mr. Venkata Muralidhar Koduri are the Independent Directors on the Board of as on 31.03.2024.

The company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under sec 149(6) of the Companies Act, 2013 read with rules issued thereunder as well as Regulation 16(1)(b) of SEBI(LODR).

And pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2019, all the Independent Directors of the Company have registered themselves with Independent Director’s Data Bank. Further Mr. Rakesh Choudhary, Mr. Muralidhar Koduri and Mr. Sreenivas Katragadda have qualified the online proficiency self-assessment test during the 2020-21 financial years.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision 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;

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;

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.

g) The company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013.

NOMINATION AND REMUNERATION POLICY:

The Board has on recommendation of Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of directors.

The policy is available on Company’s Website Website link: https://lexnimble.in/#investors

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as none of the employees of the Company has received remuneration above the limits specified in Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in statement annexed herewith as Annexure-III

EXTRACT OF ANNUAL RETURN:

The Extract Annual Return as on March 31^st 2024 Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available in the website of the company www.lexnimble.in

PUBLIC DEPOSITS:

During the year under review, the company has not accepted deposits within the meaning of Section 73 to76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANY: The Company has no subsidiaries as on 31.03.2024 CORPORATE GOVERNANCE:

The equity shares of the Company are listed with BSE-SME Exchange and therefore pursuant to Regulation 15 (2) (b) of SEBI (LODR) Regulations, 2015, Regulation 27 of SEBI(LODR) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance are not applicable to the Company. Hence the Company need not to Comply with the requirements specified in Part E of Schedule II pursuant to regulation 27 ofSEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:

The Company has not made any loans, guarantees or investments during the financial year 2023-24 under review.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

During the year under review the company has not entered into any new related party transactions.

However the details of existing contracts/arrangements made in the previous financial years and renewed during the current financial year which were in compliance with applicable provisions of the Act and at arm’s length basis has been reported in Form AOC-2 as required under sec 134(3)(h) of companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 which forms part of this report.

All such transactions were placed before the Audit Committee and Board for their approval. WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177 of Companies Act, 2013 read with rule 7 of the Companies (meetings of Board and its powers) rules, 2014 the Board of Directors had approved the Policy on Vigil mechanism/ Whistle Blower Policy.

Through this policy the directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The policy is available on the website of the Company www.lexnimble.in.

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 the company has formulated a Code for prevention of Insider Trading. The same is available on Website of the Company www.lexnimble.in.

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

During the year under review, there were no cases filed under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company Constituted an Internal Complaints Committee to resolve the cases and to sensitize the women work force on the issues which are covered under this Act.

The Members of the Committee are as follows:

Name of the Person i	Designation	Designation in Company
Ms. Udayasri Mavuleti	Presiding Officer	Chief Financial Officer
Ms. V. Uma Maheswari	Member	External Member
Mr. Arigoppula Gopal Rao	Member	Employee
Mrs. Konda Namratha	Member	Employee

Further Company ensures that there is a healthy and safe atmosphere for every woman employee at the workplace.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is not carrying out any manufacturing activity,

a) Conservation of Energy : N.Ab) Technology Absorption

i. Research & Development : Nil

ii. Technology Absorption and Innovation : Nil

iii. However the Company has making continuous efforts to keep the employees informed of all emerging technologies and developments.

c) Foreign Exchange earnings & Out go

i. Earnings : Rs.3,70, 59,6067-

ii. Out go : Rs. 07-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(e) read with Schedule V of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report of the Company for the financial year 202324 is set out in this report as Annexure-I.

COST AUDIT:

Pursuant to the Provisions of Sec 148 of Companies Act, 2013, the maintenance of Cost Records is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements for the year ended 31^st March, 2024 are proportionate with the size and nature of business of the Company which includes budgetary control, monitoring of expenses at various levels of authority, monitoring the adherence of company’s policies in preparing and reporting the financial information, monitoring all the internal controls through internal audit process etc.

AUDITORS:STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Akasam & Associates, Chartered Accountants, Hyderabad, (Firm’s Regn. No: 005832S) be and are hereby appointed as Statutory Auditors of the Company from the conclusion of the Eighteenth (18^th) Annual General Meeting (AGM) till the conclusion of the Twenty Third (23^rd) AGM to be held in the year 2028.

There is no qualification, reservation, adverse remark or disclaimer by the statutory Auditors mentioned in their report for the financial year 2023-24.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of Companies Act, 2013 and rules made thereunder, the Company has appointed CS. V. Bhaskara Rao, Practicing Company Secretary, Hyderabad as a Secretarial Auditor of the Company for the financial year 2023-24 in the Meeting of Board of Directors. The Secretarial Audit Report is attached herewith as Annexure II.

Further there were no qualifications or observations mentioned in the Secretarial Audit Report.

INTERNAL AUDITORS:

Pursuant to Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 Ms. V.S.K. Jyothi has been appointed as an Internal Auditor ofthe company. The Internal Auditor directly reports to the Audit Committee. The Audit is based on an internal audit plan which is reviewed and approved by the Audit Committee. The committee reviews the internal audit reports periodically, the suggestions for improvement are considered the committee follows up on corrective actions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review the company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status of the Company.

RISK MANAGEMENT:

Generally we believe that High Risk gives high returns but it fails without appropriate risk management. An appropriate risk management policy mitigates the risk and maximizes the return.

Therefore the Company has established a well-defined risk management policy which is available in the website of the Company www.lexnimble.in

CORPORATE SOCIAL RESONSIBILITY:

The Company is not covered under Section 135 of Companies Act, 2013 and rules made thereunder hence corporate social responsibility report is not required to be annexed.

MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR AND BEFORE THE DATE OF THIS REPORT:

No such change or events occurred which effects the financial position of the company. But the company has implemented remote working policies and continuing the same from 23/03/2020 to till date. All the business meetings are also being conducted through virtual presentations. But there were no significant effects on the financial or non-financial parameters of the company except a slight slowdown in the business operations, since most of the operations depend on US holding Company.

ACKNOWLEDGMENTS:

Our Directors take this opportunity to express their deep and sincere gratitude and appreciation for the cooperation extended by all stakeholders and employees through their dedication, hard work, and commitment. Our Directors also convey their thanks and appreciation to the valued customers and dealers for their continued patronage.

---

Mar 31, 2019

Dear Members,

The directors have pleasure in presenting the Company’s 14th Annual Report with the Audited financial statements of the Company for the Year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

S. No	Particulars	31.03.2019	31.03.2018
1.	Income from Operations	21,762,146	17,604,158
2.	Other Income	6,446,443	21,17,966
3.	Expenses	23,883,960	16,210,083
4.	Finance Charges	-	-
5.	Depreciation	705,416	483,017
6.	Profit Before Tax and Exceptional items	3,619,213	3,029,024
7.	Tax Including deferred tax	838,917	1,343,110
8.	Profit After Tax	2,780,296	1,685,914

SUMMARY OF BUSINESS OPERATIONS:

During the year 2018-19 the company has earned a profit before tax to a tune of Rs.36.19 Lakh as compared to a profit of Rs.30.29 lakh in the previous financial year i.e.2017-18 and the profit after tax for the year is 27.80 lakh against a profit of Rs. 16.85 lakh during the previous financial year and Earning per share for 2018-19 is Rs.0.68/-.

TRANSFER TO RESERVES:

The company has not transferred any amount to Reserves and Surplus Account for the financial year 2018-19.

DIVIDEND:

With a view to plough back of profits and using net profits for liquidity purposes and day-to-day operational activities, your Board of Directors does not recommend any Dividends for the financial year 2018-19.

SHARE CAPITAL:

As on 31^st March, 2019, the authorized capital of the company was Rs. 5,70,00,000/comprising 57,00,000 equity shares of Rs.10/-each and the issued, subscribed and paid up share capital is Rs. 4,19,00,000/-, comprising 41,90,000 equity shares of Rs.10/- each.

During the year the paid -up share capital of the company was increased from Rs. 3,07,80,000/- to Rs.4,19,00,000/- by issuing 11,12,000 equity shares of Rs.10 each/with a premium of Rs. 47/- each through Initial Public Offer.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

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

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE-SME PLATFORM:

The Equity shares of the Company have been listed on Bombay Stock Exchange-SME Platform w.e.f 04.04.2018.

During the year under review the company came up with a Public Issue of 11,12,000 equity shares on Initial Public Offer of face value of Rs.10/- at an offer price of Rs.57/-each along with a premium of Rs.47/- each.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: RESIGNATION AND APPOINTMENT:

During the year under review Mr. Nalin Patel, tendered his resignation to the Directorship of the company due to other preoccupations.

Mr. Venkata Muralidhar Koduri joined the board as an additional director in the category of Independent Non-executive Director w.e.f 13.10.2018 whose appointment will be subject to the approval of Shareholders in the ensuing Annual General meeting.

And Ms. Udayasri Mavuleti was appointed as Chief Financial officer of the Company w.e.f. 02.04.2018

CHANGE IN DESIGNATION:

Mr. Bukkaraju Venkata Jaganmohan has been re-designated as Non-executive Professional Director form non-executive independent director, in consequence of his being disqualified to continue as an Independent Director due to acquiring the interest in capital of the company by holding 1,96,000 equity shares in the Company through Initial Public Offer.

Apart from above there were no changes in the composition of Board of Directors and Key Managerial Personnel.

All the above mentioned changes in the Board have been intimated with the BSE within the prescribed timelines and the relevant e-forms were filed with ROC-Hyderabad to intimate the same with the ROC.

STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31.03.2019

S. No	DIN/PAN/ Membership No.	Name of the Person	Designation	Date of Appointment
1.	02816167	Praveen Chakravarthy Medikundam	Chairman and Nonexecutive Director	15/04/2005
2.	03169580	Samuel Alemu	Non-executive Director	15/04/2005
3.	03258451	Sarada Devi Medikundam	Non-executive Director	17/10/2010
4.	06361980	Chandra Sekhar Vanumu	Whole-time Director	25/10/2017
5.	07934262	Rakesh Choudhary	Independent Director	22/11/2017
6.	07953517	Jaganmohan Venkata Bukkaraju	Non-executive Director	22/11/2017
7.	07953521	Sreenivas Katragadda	Independent Director	22/11/2017
8.	07264259	Muralidhar Venkata Koduri	Additional (Independent ) Director	13/10/2018
9.	FSFPS3062E	Kavitha Somavarapu	Company Secretary	05/12/2017
10.	AVXPM6458Q	Mavuleti Udayasri	Chief Financial Officer	02/04/2018

COMMITTEES TO THE BOARD:

The details of the Committees to the Board viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are as follows.

AUDIT COMMITTEE:

Description and Terms of reference:

The Audit Committee was constituted Pursuant to Sec 177 of the Companies Act, 2013, other applicable provisions and rules of the said Act, with the following members.

S. No.	Name	Designation	Category
1.	Mr. Rakesh Choudhary	Chairman	Independent Director
2.	Dr. Chandrasekhar Vanumu	Member	Whole-time Director
3.	Mr. Nalin Kumar Patel	Member	Independent Director

Further the Audit committee was reconstituted with the following members, consequent to the Resignation of Mr. Nalin Kumar Patel and Appointment of Mr. Venkata Muralidhar Koduri w.e.f 13.10.2018 and the Composition of the Audit Committee as on 31.03.2019 is as follows:

S. No.	Name	Designation	Category
1.	Mr. Rakesh Choudhary	Chairman	Independent Director
2.	Dr. Chandrasekhar Vanumu	Member	Executive Director
3.	Mr. Venkata Muralidhar Koduri	Member	Additional Director

Meetings:

Members of Audit Committee met thrice during the financial year 2018-19.

S. No.	Meeting Date	Attendance
1.	02.04.2018	2(Chairman and a Member)
2.	18.05.2018	2(Chairman and a Member)
3.	27.10.2018	2(Chairman and a Member)

NOMINATION AND REMUNERATION COMMITTEE:

Description and Terms of reference:

The Nomination and Remuneration Committee was constituted Pursuant to Sec 178 of the Companies Act, 2013, other applicable provisions and rules of the said Act, with the following members.

S. No.	Name	Designation	Category
1.	Mr. Sreenivas Katragadda	Chairman	Independent Director
2.	Mr. Jaganmohan Venkata Bukkaraju	Member	Independent Director
3.	Mr. Praveen Chakravarthy Medikundam	Member	Non-Executive Director

Further the committee was reconstituted with the following members’ w.e.f 27.05.2018, consequent to the Re-designation of Mr. Jaganmohan Venkata Bukkaraju as nonexecutive professional director and the Composition of Nomination & Remuneration Committee as on 31.03.2019 is as follows:

S. No.	Name	Designation	Category
1.	Mr. Sreenivas Katragadda	Chairman	Independent Director
2.	Mr. Rakesh Chowdhary	Member	Independent Director
3.	Mr. Praveen Chakravarthy Medikundam	Member	Non-Executive Director

Meetings:

Members of Nomination & Remuneration Committee met twice during the financial year 2018-19.

S. No.	Meeting Date	Attendance
1.	02.04.2018	2(Chairman and a Member)
2.	13.10.2018	2(Chairman and a Member)

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee was constituted Pursuant to Sec 178 of the Companies Act, 2013, other applicable provisions and rules of the said Act, with the following members.

S. No.	Name	Designation	Category
1.	Mr. Praveen Chakravarthy Medikundam	Chairman	Chairman & NonExecutive Director
2.	Mr. Sreenivas Katragadda	Member	Independent Director
3.	Dr. Chandra Sekhar Vanumu	Member	Executive Director

Meetings:

Members of Stakeholder Relationship Committee met once during the financial year 2018-19.

S. No.	Meeting Date	Attendance
1.	13.10.2018	2(Chairman and a Member)

However, pursuant to Sec 178 of Companies Act, 2013, the Company is not required to constitute Stakeholder Relationship Committee, Hence the said committee has been dissolved with the approval of Board of Directors vide Board Meeting dated 27.05.2019 and Company secretary & Compliance Officer is entrusted with the responsibility of reviewing and resolving the Investor Complains, if any and report to the Board on the same from time to time.

All the above mentioned changes in constitution of Committees were intimated to the Stock Exchange within the prescribed timelines.

MEETINGS OF MEMBERS:

The members of the company met once during the financial year 2018-19 on 18.08.2018 on Annual General Meeting of the Company, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book maintained by the Company.

MEETINGS OF BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2018-19 AND ATTENDANCE OF DIRECTORS THEREOF:

Meetings of Board of Directors:

The board of directors met 6 (Six) times during the financial year 2018-19 on:

S. No.	Date of Board Meeting	No. of Directors attended
1.	02.04.2018	4
2.	27.05.2018	5
3.	21.07.2018	5
4.	13.10.2018	5
5.	12.11.2018	3
6.	12.01.2019	3

Attendance of Directors

S. No	Name of Director	Designation	Meetings held in the tenure	Meetings attended	Attendance at last AGM
1.	Mr. Praveen Chakravarthy Medikundam	Chairman & Non-Executive Director	6	4	Yes
2.	Mr. Samuel Alemu	Non-Executive Director	6	4	No
3.	Mrs. Sarada Devi Medikundam	Non-Executive Director	6	5	No
4.	Ms. Bukkaraju Venkata Jaganmohan	Non-Executive Director	6	3	No
5.	Mr. Sreenivas Kartragadda	Independent Director	6	4	No
6.	Mr. Koduri Venkata Muralidhar (Appointed w.e.f 13.10.2018)	Additional Director	2	1	No
7.	Dr. Chandrasekhar Vanumu	Whole-time Director	6	2	Yes
8.	Mr.Rakesh Choudhary	Independent Director	6	2	Yes
9.	Mr. Nalin Kumar Patel (Resigned w.e.f 13.10.2018)	Independent Director	4	0	No

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting for Independent Directors without the attendance of non-independent directors and members of the management was held on 08.02.2019. The independent Directors reviewed the performance of Non-Independent Directors and Chairperson based on criteria prescribed by SEBI and Companies Act, 2013 by having a questionnaire collected from all the directors.

PERFORMANCE EVALUATION:

The Board of directors has carried out an evaluation of its own performance, Board Committees and Individual directors pursuant to provisions of Companies Act, 2013.

The Performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the directors on basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning.

The performance of Committees was evaluated by the board after seeking the inputs from the committee members on basis of criteria such as composition of committees, effectiveness of committee meetings etc.

The performance of Individual directors was evaluated on basis of criteria such as contribution of each and every director to the board and committee meetings like effective participation and independence in the decision making and inputs given in the meetings etc.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Sreenivas Katragadda, Mr. Rakesh Choudhary and Mr. Venkata Muralidhar Koduri are the Independent Directors on the Board of as on 31.03.2019.

The company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under sec 149(6) of the Companies Act, 2013 read with rules issued thereunder as well as Regulation 16(1)(b) of SEBI(LODR).

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:

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

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision 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;

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.

g) The company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013.

NOMINATION AND REMUNERATION POLICY:

The Board has on recommendation of Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of directors.

The policy is available on Company’s Website Website link: https://lexnimble.in/#investors

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as none of the employees of the Company has received remuneration above the limits specified in Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2018-19.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in statement annexed herewith as Annexure-III

EXTRACT OF ANNUAL RETURN:

The Extract Annual Return as on March 31^st 2019 Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available in the website of the company www.lexnimble.in

PUBLIC DEPOSITS:

During the year under review, the company has not accepted deposits within the meaning of Section 73 to76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANY:

The Company has no subsidiaries as on 31.03.2019

CORPORATE GOVERNANCE:

The equity shares of the Company are listed with BSE-SME Exchange and therefore pursuant to Regulation 15 (2) (b) of SEBI(LODR) Regulations, 2015,Regulation 27 of SEBI(LODR) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance are not applicable to the Company. Hence the Company need not to comply with the requirements specified in Part E of Schedule II pursuant to regulation 27 of SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:

The Company has not made any loans, guarantees or investments during the financial year 2018-19 under review.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

During the year under review the company has entered into related party transactions and same was in compliance with applicable provisions of the Act. The said transactions were at arm’s length basis and in normal course of business and same has been reported in Form AOC-2 as required under sec 134(3)(h) of companies Act, 2013 read with Rule 8 of Companies(Accounts) Rules, 2014 which forms part of this report.

All such transactions were placed before the Audit Committee and Board for their approval.

WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177 of Companies Act, 2013 read with rule 7 of the Companies (meetings of Board and its powers) rules, 2014 the Board of Directors had approved the Policy on Vigil mechanism/ Whistle Blower Policy

Through this policy the directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The policy is available on the website of the Company www.lexnimble.in

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 the company has formulated a Code for prevention of Insider Trading. The same is available on Website of the Company www.lexnimble.in

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

During the year under review, there were no cases filed under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company Constituted an Internal Complaints Committee to resolve the cases and to sensitize the women work force on the issues which are covered under this Act.

The Members of the Committee are as follows:

Name of the Person	Designation	Designation in Company
Udayasri Mavuleti	Presiding Officer	Chief Financial Officer
V. Uma Maheswari	Member	External Member
K. V. S. Pavan Kumar	Member	Employee
M. Jahnavi	Member	Employee

Further Company ensures that there is a healthy and safe atmosphere for every woman employee at the workplace.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is not carrying out any manufacturing activity,

a) Conservation of Energy : N.A

b) Technology Absorption

i. Research & Development : Nil

ii. Technology Absorption and Innovation : Nil

iii. However the Company has making continuous efforts to keep the employees informed of all emerging technologies and developments which are relevant to Business of the Company.

c) Foreign Exchange earnings & Out go

i. Earnings : Rs. 1,92,64,473/-

ii. Out go : Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(e) read with Schedule V of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report of the Company for the financial year 2018-19 is set out in this report as Annexure-I

COST AUDIT:

Pursuant to the Provisions of Sec 148 of Companies Act, 2013, the maintenance of Cost Records is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements for the year ended 31^st March, 2019 are proportionate with the size and nature of business of the Company which includes budgetary control, monitoring of expenses at various levels of authority, monitoring the adherence of company’s policies in preparing and reporting the financial information, monitoring all the internal controls through internal audit process etc.

AUDITORS: STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. SPC & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Tenth (10^th) annual general meeting (AGM) held on 29.07.2015 till the conclusion of the Fifteenth (15^th) AGM to be held in the year 2020.

There is no qualification, reservation, adverse remark or disclaimer by the statutory Auditors mentioned in their report.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of Companies Act, 2013 and rules made thereunder, the Company has appointed CS. V. Bhaskara Rao, Practicing Company Secretary, Hyderabad as a Secretarial Auditor of the Company in the Meeting of Board of Directors held on 21.07.2018. The Secretarial Audit Report is attached herewith as Annexure II.

Further there were no qualifications or observations mentioned in the Secretarial Audit Report except the observation mentioned by Secretarial Auditor about the Compounding Application filed by the Company.

With regard to observation contained in the Secretarial Audit report, the directors state as under:

Observation: The Company has filed a compounding application with RBI on 12.11.2018 with regard to delay in filing form FCGPR for the Bonus Shares allotted as on 26.07.2017. The same has been compounded by RBI vide order dated 17.01.2019, Order No.CA HYD 354 after paying the levied penalty amounting to Rs. 52,060/- by the Company.

INTERNAL AUDITORS:

Pursuant to Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 Mr. Krishna Prasad B has been appointed as an Internal Auditor of the company vide Board Meeting dated 02.04.2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review the company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status of the Company, However during the year under review the company has applied for voluntary compounding proceedings with RBI due to delay in filing of form FCGPR for Bonus issue made in the Financial year 2017-18. The same has been compounded by RBI, and the issue was settled by paying the requisite penalty of Rs. 52,060/- levied by RBI order dated 17.01.2019, Order No.CA HYD 354

RISK MANAGEMENT:

Generally we believe that High Risk gives high returns but it fails without appropriate risk management. An appropriate risk management policy mitigates the risk and maximizes the return.

Therefore the Company has established a well-defined risk management policy which is available in the website of the Company www.lexnimble.in

CORPORATE SOCIAL RESONSIBILITY:

The Company is not covered under Section 135 of Companies Act, 2013 and rules made thereunder hence corporate social responsibility report is not required to be annexed.

MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR AND BEFORE THE DATE OF THIS REPORT:

No such change or events occurred which effects the financial position of the company.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for cooperation extended by all the Stakeholders and employees through their dedication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

For and on behalf of the Board of

Lex Nimble Solutions Limited

Sd/-

Praveen Chakravarthy Medikundam

Chairman & Director

Place: Hyderabad

Date: 25.06.2019 DIN:02816167