Directors Report of Nibe Ordnance and Maritime Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 39th Annual Report together with the Audited Financial Statements of the
Company for the Year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial performance of the Company for the financial year 2023-24 are tabulated below:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Total Revenue	1.00	12.40
Less: Total Expenses	20.92	33.23
Profit(Loss) Before Tax	(19.92)	(20.83)
Deferred Tax	(0.01)	(0.01)
Net Profit(Loss) After Tax	(19.91)	(20.82)

STATE OF AFFAIRS OF THE COMPANY:

During the financial year 2023-24 under review the total Income has been decreased to '' 1.00/- Lakhs as compared to the
previous year i.e., '' 12.40/- Lakhs. The Company’s net loss before tax is for the current financial year was at '' (19.92)/- as
compared to previous figures i.e., '' (20.83)/- Lakhs. The Company’s net loss after tax for current financial year '' (19.91)/- Lakhs
as compared to amount to '' (20.82)/- to the previous year.

TRANSFER TO RESERVE

The Company has not transfer any amount to the General Reserve for the financial year 2023-24.

DIVIDEND:

In view of losses incurred during the financial year, the Board does not recommend any dividend for the financial year 2023-24.
SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2024, was Rs. 13,00,00,000/- (Thirteen Crores only) comprising of
1,30,00,000 (One Crore Thirty Lakhs) equity Shares of Rs. 10/- each.

The paid-up Share Capital as on March 31, 2024, was Rs. 1,20,00,000 (One Crore Twenty Lakhs) consisting of 12,00,000
(Twelve Lakhs) Equity shares of Rs. 10 each fully paid-up.

During the year under review, the Company has not issued any further shares.

The Company has not issued shares with differential voting rights during the year under review.

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.

The Company has not bought back any of its securities during the year under review.

CHANGES IN THE NATURE OF BUSINESS:

During the financial year under review, there was no change in the nature of business of the company.

LISTING FEES:

Your Company’s equity shares are listed on BSE Limited (Scrip Code: 512091).

Further, your Company has paid the requisite Annual Listing Fees to the exchange where its securities are listed and also to the
depositories.

PUBLIC DEPOSITS:

Your Company has not accepted or renew any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2023-24.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency
effectiveness of systems and processes, and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your
Company during the financial year.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and
can be accessed at http://www.anshuni.com/sebiregulations.html.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

As on March 31, 2024 the Company has No Subsidiary / Joint Ventures / Associate Companies as defined under the Act.
DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that were 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 or loss of the Company for the year under review.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
system was adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 for the year ended 31^st March, 2024 is given below:

Conservation of Energy

i) The steps taken or impact on conservation of energy:

The Company is taking due care for using electricity in the office. The Company usually takes care for optimum
utilization of energy. No capital investment on energy conservation equipment made during the financial year.

ii) The steps taken by the Company for utilizing alternate sources of energy: No alternate source utilized during the year.

iii) The capital investment on energy conservation equipment’s: There is no capital investment made by the Company on
energy conservation equipment’s.

Technology Absorption

i) The efforts made towards technology absorption: No specific activities have been done by the Company.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: No specific
activity has been done by the Company.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial
year): NA.

iv) The expenditure incurred in Research and Development: Nil.

Foreign Exchange Earnings and out-go

There are no Foreign Exchange Earnings and outgo during the Financial Year 2023-24.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties during the financial year 2023-2024 were on an arm’s length basis and in the
ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, during the
year under review, there are no materially significant related party transactions which may have a potential conflict with the
interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the Company’s website and may be
accessed at the below link:

https://www.anshuni.com/policy/Related%20Party%20Transaction%20Policy.pdf

The details of the transactions with related parties pursuant to Accounting Standard during financial year 2023-24 are provided
in notes to the accompanying financial statements.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:

During the financial year under review no significant and material changes have occurred between the end of the financial year
of the Company to which the financial statements relate and the date of the report.

AUDITORS:

M/s Jay Gupta & Associates, Chartered Accountants (Firm Registration No. 329001E) have tendered their resignation as the
Statutory Auditor of the Company w.e.f. August 12, 2024.

To fill up the casual vacancy, the Board of Directors of the Company at its Meeting held on September, 21, 2024, appointed
M/s Kailash Chand Jain & Co., Chartered Accountants, (Firm Registration No. 112318W) 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 Kailash Chand Jain & Co., Chartered Accountants, as Statutory Auditors has been
incorporated in the notice of the ensuing 39th Annual General Meeting.

The Auditors’ Report for the Financial Year ended March 31, 2024 submitted by the M/s. Jay Gupta & Associates, Chartered
Accountants does not contain any qualification, reservation or adverse remark.

AUDITOR’S REPORT:

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

The Board had appointed M/s. S.A. & Associates (C.P No. 3173), Practicing Company Secretary, to carry out secretarial audit
Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as “Annexure A”

The Auditors’ Report does not contain any qualification, reservation or adverse remark

INTERNAL AUDITOR:

M/s. Majumder & Associates, (FRN: 332321E), Chartered Accountants, Internal Auditors of the Company have carried out audit
on various expense heads of the Company. The findings of the Internal Auditors are discussed on an on-going basis in the
meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

COST AUDITOR:

The Board of Directors of the Company here confirmed that according to the Companies working and business, the Company
does not require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

COST RECORDS:

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies
Act, 2013.

FRAUDS REPORTED BY AUDITOR:

There were no frauds reported by the Auditors under sub-section (12) of Section 143 of Companies Act, 2013.

DIRECTORS’REMUNERATION POLICYAND CRITERIA FORMATTERS UNDER SECTION 178

The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of
remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters
provided under sub-section (3) of section 178 and covers the procedure for selection, appointment and compensation structure
of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The policy
as approved by the Board, is uploaded on the Company’s website and may be accessed at the link: https://www.anshuni.com/
sebiregulations/Remuneration%20criteria%20for%20Non-Executive%20Directors.pdf .

VIGIL M1CIIAMSMAYIIISTLK BLOWERPOLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of
the Company has established a Whistle Blower Policy & Vigil Mechanism, in accordance with the provisions of Section 177(9)
of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR)
Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the
Company’s Code of Conduct. The said Mechanism is established for directors and employees to report their concerns. The
policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.
The same is uploaded on the website of the Company https://www.anshuni.com/policy/Whistle%20blower%20&%20vigil%
20mechanism.pdf

PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste,
creed or social class of the employees.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment
have been received by the company. The same is uploaded on the website of the Company https://www.anshuni.com/
sebiregulations/Anti-Sexual-Harassment-Policy.pdf

CODE OF CONDUCT TO REGULATE, MONI TOR AND REPORT TRADING BY INSIDERS:

Your company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees
in order to protect the investor’s interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading)
Regulations, 2015. As per the code periodical disclosures and pre-clearances for trading in securities by the Directors, Designated
Employees and Connected Persons are regulated and monitored.

RISKMANAGEMENTPOLICY:

The Company’s robust risk management framework identifies and evaluates all the risks that the organization faces such as
strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. The Company
recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its
business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company’s various
business and operational risks, through strategic actions. Risk management is integral part of our critical business activities,
functions and processes.

The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also
provides control measures for risks and future action plans. The Company believes that the overall risk exposure of present and
future risks remains within risk capacity.

HUMAN RESOURCES:

Your company believe that the employees are key contributors to the success of the business. Your company focus on
attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the
management which ultimately produces exemplary results for the entire organization. Company’s manpower is a prudent mix of
the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi¬
skilled and unskilled resources together with management team have enabled to implement your company’s growth plans. Your
Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like
EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing
facility is available for outstation employees.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required
to be given in the report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE
COMPANY FOR THE FINANCIAL YEAR2023-24:

The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies (Appointment and Remuneration)
Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for
the financial year 2023-24 forms part of this report as “Annexure-B”.

SIGNIFICANT'' AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the
Company and its future operation.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, 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,
Nomination & Remuneration.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the
performance evaluation of the Board & Committee’s was satisfactory. The Chairman of the Board provided feedback to the
Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Management’s discussion and analysis is presented in a separate section forming part of
the Annual Report.

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The
members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance,
Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent
Directors have made disclosures to the Board confirming that there is no material, financial and/or commercial transactions
between them and the company which could have potential conflict of interest with the company at large.

Appointment/Re-appointment of Director:

• Mr. Ganesh Ramesh Nibe (DIN: 02932622) Director, who retires by rotation at the ensuing Annual General Meeting (AGM)
and being eligible offers himself for re-appointment.

• Ms. Shilpa Ajay Bhatia was appointed as an additional Director in the category of Non- Executive, Independent Director
with effect from November 03, 2023 and approved by the members at Extra-ordinary General Meeting held on May 30, 2024.

• Mr. Ganesh Ramesh Nibe was appointed as an additional Director in the category of Non-Executive, Non Independent
Director with effect from January 12, 2024 and approved by the members at Extra-ordinary General Meeting held on
May 30, 2024.

• Mr. Venkateswara Gowtama Mannava was appointed as an additional Director in the category of Non-Executive, Non
Independent Director with effect from January 12, 2024 and approved by the members at Extra-ordinary General Meeting
held on May 30, 2024.

• Mr. Soonil V Bhokare was appointed as an additional Director in the category of Non-Executive, Independent Director
with effect from January 12, 2024 and approved by the members at Extra-ordinary General Meeting held on May 30, 2024.

• Mr. Mahesh Panwar was appointed as an additional Director of the Company with effect from April 03, 2024. and appointed
as a Whole Time Director which was approved by the members at Extra-ordinary General Meeting held on May 30, 2024.

• Mr. Bhagwan K. Gadade was appointed as an additional Director in the category of Non-Executive, Independent Director
with effect from April 03, 2024 and approved by the members at Extra-ordinary General Meeting held on May 30, 2024.

Resignation of Director:

• Mrs. Anjali Sapkal, Independent Director has been resigned from the Directorship of the Company with effect from
August 01, 2023.

• Mr. Dipesh Garg, Non- Executive Director has been resigned from the Directorship of the Company with effect from
January 12, 2024.

• Mr. Priyesh Garg, Managing Director has been resigned from the Directorship of the Company with effect from
January 12, 2024.

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

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations confirming that they meet the criteria of independence as prescribed both
under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with the Stock Exchanges.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment
in which the Company operates, the business model, the operational and financial performance of the Company, significant
developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks
to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The same is uploaded
on the Company’s Website i.e.,

http://www.anshuni.com/sebiregulations/Policy%20On%20Familiarisation%20of%20Independent%20Directors.pdf.
MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board
business. During the year, 10 (Ten) Board Meetings were held. The maximum time gap between any two consecutive meetings
did not exceed 120 days. Detailed of Board Meeting held during the financial year ended on March 31, 2024 are as under;

Date of Board Meeting	Mr. Priyesh Garg	Mr. Goutam Gupta	Mr. Dipesh Garg	Mr. Rahul Jhunjh unwala	Mrs. Anjali Sapkal	Ms. Shilpa Ajay Bhatia	Mr. Ganesh Ramesh Nibe	Mr. Venkateswara Gowtama Mannava	Mr. Soonil Bhokare
26.04.2023						NA	NA	NA	NA
22.06.2023						NA	NA	NA	NA
01.08.2023						NA	NA	NA	NA
12.08.2023					NA	NA	NA	NA	NA
30.08.2023					NA	NA	NA	NA	NA
03.11.2023					NA	NA	NA	NA	NA
29.11.2023					NA		NA	NA	NA
12.01.2024					NA		NA	NA	NA
12.02.2024	NA		NA		NA

ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

During the year under review, the Board adopted a formal mechanism for evaluating its performance and as well as that of its
committees and individual Directors, including the Chairman of the Board. The exercise was carried out through structured
evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees,
experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried
out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such
as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders
interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the
Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation
results, which reflected the overall engagement of the Board and its Committees with the Company. Having regard to the

industry, size and nature of business your Company is engaged in, the evaluation methodology adopted is, in the opinion of the
Board, sufficient, appropriate and is found to be serving the purpose. All the members of the Board and the Management
Committee have affirmed their compliance with the Code of Conduct.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

A) AUDIT COMMITTEE:

Terms of Reference:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013.
The composition of the Audit Committee is in conformity with the provisions of the said section. These broadly includes
(i) Develop an annual plan for Committee (ii) review of financial reporting processes, (iii) review of risk management, internal
control and governance processes, (iv) discussions on quarterly, half yearly and annual financial statements, (v) interaction
with statutory, internal auditors, (vi) recommendation for appointment, remuneration and terms of appointment of auditors and
(vii) risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

a) Matter included in the Director’s Responsibility Statement.

b) Changes, if any, in the accounting policies.

c) Major accounting estimates and significant adjustments in financial statement.

d) Compliance with listing and other legal requirements concerning financial statements.

e) Disclosures in financial statement including related party transactions.

f) Qualification in draft audit report.

g) Scrutiny of inter-corporate loans & investments.

h) Management’s Discussions and Analysis of Company’s operations.

i) Valuation of undertakings or assets of the company, wherever it is necessary.

j) Letters of Statutory Auditors to management on internal control weakness, if any.

k) Major non-routine transactions recorded in the financial statements involving exercise of judgement by the management.

l) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory
auditors considering their independence and effectiveness, and recommend the audit fees.

m) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the
Company pursuant to each omnibus approval given.

Composition:

All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.
As on March 31, 2024, Mr. Goutam Gupta is the Chairman of the Audit Committee and Mr. Rahul Jhunjhunwala and Mr. Soonil
Bhokare are the members of the Committee. Details of the Meeting held during the year and attended the members are as under;

Date of Committee Meeting	Mr. Goutam Gupta	Ms. Anjali Shivaji Patil	Mr. Rahul Jhunjhunwala	Mr. Soonil Bhokare	Mr. Dipesh Garg
26.04.2023	V	V	V	NA	NA
12.08.2023	V	NA	V	NA	V
03.11.2023	V	NA	V	NA	V
12.02.2024	V	NA	V	V	NA
20.03.2024	V	NA	V	V	NA

B) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the
Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

Terms of Reference:

The Committee is empowered:-

a. Formulation of the criteria for determining the qualifications, positive attributes and independence of Director.

b. Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional
standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial
Personnel’s.

c. Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Board’s overall
performance.

d. Conduct Annual performance review of MD and CEO and Senior Management Employees.

e. Administration of Employee Stock Option Scheme (ESOS).

f. Formulate a policy relating to remuneration for the Directors, Committee and also the Senior Management Employees.
Composition:

All members of the Committee are Non-Executive Directors. As on March 31, 2024, Mr. Gautam Gupta was the Chairman of the
Committee. Ms. Shilpa Ajay and Mr. Ganesh Ramesh Nibe were the Members of the Committee. Details of the Meeting held
during the year and attended the members are as under;

Date of Committee Meeting	Mr. Gautam Gupta	Ms. Anjali Shivaji Patil	Mr. Dipesh Garg	Ms. Shilpa Ajay Bhatia	Mr. Rahul Jhunjhunwala
01.08.2023				NA	NA
03.11.2023		NA		NA
12.01.2024		NA

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of the following Directors as given below. The Committee is in charge of
looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:

i) Terms of Reference:

The terms of reference of the Committee includes the following:

a) To review all complaint recorded in Scores of SEBI and replies made to the same by RTA/Company Secretary.

b) To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective
actions taken by the Registrars.

c) To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.

d) To review grievances of other stakeholders of the Company given in their individual capacity.

e) Overview activities relating to share maintenance and related work.

Composition:

As on March 31, 2024, Mr. Goutam Gupta was the Chairman of the Committee. Mr. Rahul Jhunjhunwala and Mr. Ganesh Ramesh
Nibe were the Members of the Committee. Details of the Meeting held during the year and attended the members are as under;

Date of Committee Meeting	Mr. Dipesh Garg	Ms. Anjali Shivaji Patil	Mr. Goutam Gupta	Mr. Rahul Jhunjhunwala
26.04.2023				NA
01.08.2023
03.11.2023		NA

Details of Investor’s grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered
with SEBI at the end of the current financial year ended on 31st March, 2024 are NIL.

LISTING STATUS OF THE COMPANY:

The names of stock exchanges at which the equity shares are listed and respective stock codes are as under:

Name of the Stock Exchanges	Stock Code No.
The Bombay Stock Exchange Limited	512091
ISIN No	INE425H01016

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

Currently 99.98% of the Company Share Capital is held in dematerialized form.

Share Transfer System:

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA). M/s. Link Intime
India Pvt. Ltd., is your Company’s RTA. All share transfer requests, demat/remat requests, correspondence relating to shares i.e.
change of address, Power of Attorney, etc. should be addressed to the registrar and transfer agents.

CORPORATE INDENTIFICATION NUMBER:

The Company’s CIN as allotted by the Ministry of Corporate Affairs (“MCA”) is L90000MH1984PLC034879.

CORPORATE GOVERNANCE:

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2^nd September, 2015, of Securities and Exchange Board of
India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day of
previous financial year and Net Worth both were not exceeding the limit as given under the Regulation 15 of the Securities and
Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. Therefore, in terms of the
said circular the compliance with the corporate governance provisions as specified in Regulations 17, 59[17A,] 18, 19, 20, 21, 22,
23, 24, 60, [24A,] 25, 26, 27 and clauses (b) to (i) 61[and(t)] of sub-Regulation (2) of Regulation 46 and para C , D and E of
Schedule V are not applicable to our Company during the year 2023-24. Hence Corporate Governance does not form part of this
Board’s Report.

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).

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares
and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

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

As on March 31, 2024 there are no shares lying in the demat suspense account or unclaimed suspense account.
COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

TAKEOVER OF THE COMPANY:

During the financial year under review an Open Offer for acquisition of up to 3,00,050 (Three Lakh and Fifty) fully paid-up Equity
Shares of face value of Rs. 10/- each (“Equity Shares”) representing 25.00%, being the remaining Public Shareholding of the
Company, of the Voting Share Capital of Nibe Ordnance and Maritime Limited (“ACL”/”Target Company”) from the Public
Shareholders of the Target Company (“Open Offer” or “Offer”) by Mr. Ganesh Ramesh Nibe (“Acquirer 1”), Mrs. Manjusha
Ganesh Nibe (“Acquirer 2”) and Nibe Limited (“Acquirer 3”) (Acquirer 1, Acquirer 2 and Acquirer 3 hereinafter collectively
referred to as “Acquirers”) pursuant to and in compliance with regulation 3(1) and 4 read with regulations 13(1), 14 and 15(1) of
the Securities and Exchange Board of India (Substantial Acquisition Of Shares And Takeovers) Regulations 2011, was made and
executed by the acquires.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the
Company, for the Financial Year 2023-24 as per the SEBI Notification dated 22 December, 2015 and Frequently Asked Questions
issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

No application has been made or any proceeding is pending under the IBC-2016.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has a code of conduct for all its Board members and Senior Management Personnel which is available on http:/
/www.anshuni.com/sebiregulationsCode%20of%20Conduct%20of%20Board%20of%20Directors%20and%20Senior%20
Management%20Personnel.pdf.

All Board members and Senior Management Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed
compliance with the applicable Code of Conduct.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial
institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors
also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff
and workers.

CAUTIONARY NOTE:

The statements forming part of the Director’s Report may contain certain forward-looking remarks within the meaning of
applicable securities laws and regulations. Many factors could cause the actual performances or achievements of the
Company to be materially different from any future results, performances or achievements that may be expressed or implied
by such forward looking statements.

By Order of the Board of Directors

For Anshuni Commercials Limited

Rahul Jhunjhunwala Mahesh Panwar

Executive Director & CFO Whole-time Director
DIN: 00527214 DIN: 06702073

Place: Mumbai
Dated: May 29, 2024

Registered Office:

202, C-Wing, Windfall, Sahar Plaza Complex,

J B Nagar Marol, M. V. Road, Andheri (East),

Mumbai, Maharashtra.

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Mar 31, 2014

Dear Memebers

The Directors have the pleasure in presenting their 29th Annual Report and Audited Annual Accounts for the Financial Year ended 31st March, 2014 together with the Audited Statement of Accounts and Auditor''s Report thereon.

1. FINANCIAL RESULTS:

In terms of Rupees

2013-2014 2012-2013

Profit before depreciation 5,10,955 6,68,537

Less: depreciation 94,866 94,866

Profit before Tax 4,16,089 5,73,671

Less: Provision for taxation

Current tax (1,27,250) (1,68,000)

Deferred tax (3,524) (9,319)

Fringe Benefit tax - -

Profit After Tax 2,85,315 3,96,352

Add: Taxation for earlier year - -

Total 2,85,315 3,96,352

Balance in profit & loss account 13,345,380 12,948,957

Surplus available for appropriation 13,630,695 13,345,380

Transfer to General Reserve - -

Proposed Dividend - -

Tax on Proposed Dividend - -

Balance carried to Balance Sheet 13,630,695 13,345,380

2. DIVIDEND:

As the activities of the company are expanding day by day, your Director''s think it proper to conserve the funds of the company and therefore they have not recommended any dividend.

3. FUTURE PROSPECTS:

Your Company continues to give utmost attention towards export during the current year coupled with more support by Government for boosting of export your company foresees further more spurt in export turnover. Your company expects to fare better in Current year.

4. FIXED DEPOSITS:

The Company has not accepted any deposits from public under the provisions of Section 58A of the Companies Act, 1956 during the Financial Year ended 31st March 2014.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

a) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that 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 ended 31st March, 2014 and of the profit of the Company for the said year.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2014, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that the Directors have prepared the Annual Accounts for the year ended 31st March, 2014 on a going concern basis.

6. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (Section 217(1) (e) of the Companies Act. 1956):

The information required to be given in terms of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules 1988 is not applicable to the company.

Disclosure of Foreign Exchange Earnings/Outgo:

Foreign Exchange Earned: Nil

Foreign Exchange Outgo: Nil

7. PARTICULARS OF EMPLOYEES:

Particulars of Employees as required under Section 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended is not given as there was no employees drawing the salary as per the limit mentioned in that Section.

8. DIRECTORS:

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, Mr. Nitin Kalidas Mehta will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment

9. STATUTORY AUDITORS:

You are requested to appoint Auditors at the ensuing Annua! General Meeting and fix their remuneration. The Auditors of the Company, M/s. Kagrana & Associates, Chartered Accountant, retire at ensuing Annual General Meeting of the Company and M/s. V.A Parikh & Associates have given their consent for appointment. The Company has also received a certificate from them under Section 139 of the Companies Act, 2013. As per Section 139(1) of the Companies Act, 2013, an Auditor shall hold office from conclusion of Twenty-Ninth Annual General Meeting until conclusion of Thirty-fourth Annual General Meeting, subject to ratification by members at every AGM. Therefore, Auditor cannot be appointed for less than a term of 5 consecutive years.

In case of Audit firm, appointment can be made for maximum two terms of 5 consecutive years and further re-appointment can be made after cooling period of 5 years.

10. COMPLIANCE CERTIFICATE:

As per Section 383A of the Companies Act, 1956 read with Notification No, G.S.R. 11 (E), Dated 5-1-2010 issued by the Ministry of Corporate Affairs, a Company having the paid up Share Capita! of Rs. 10 Lacs or more but less than Rs, 5 Crores must obtain a Compliance Certificate from a Company Secretary in whole time practice and such Certificate must be annexed to the Report. A Compliance Certificate obtained from M/s. Pramod S. Shah & Associates — Practicing Company Secretaries is annexed as a part of the Directors'' Report.

11. COMPANIES ACT. 2013:

The Companies Act, 2013 (the Act) is in force as on 1st April, 2014 (in the manner, to the extent notified by the Ministry of Corporate Affairs). The Act has replaced the Companies Act, 1956 and has brought a new set of compliances for companies.

The New Legislation will facilitate greater transparency, more disclosures and enhanced corporate governance. The Company is taking necessary steps for implementation of the provisions of the Act.

12. Acknowledgement

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all the shareholders, customers, suppliers, bankers, Government authorities and all other business associates and their confidence in the management. Your Directors also wish to place on record their appreciation for the contribution made by the employees.

For and on behalf of the Board of Directors

Mumbai (Nitin Kalidas Mehta) (Ansul Nitin Mehta) Dated: 30.05.2014 Director Director

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Mar 31, 2013

To, The Members of M/s. ANSHUNI COMMERCIALS LTD.

The Directors have pleasure in presenting the 28th Annual report with the audited statements of Accounts of the Company for the year ended 31st March, 2013.

Financial Results:

The Financial Results of the Company for the period under review are as under:

2012-13 2011-12

Sales 21,39,725 27,85,146

Other Income 1.185.187 9.61.494

33.24.912 37.46.640

Profit Before Tax 5,73,617 4,51,979

Less: Provision for Income 1.68.000 1.15.000

Tax/FBT 4,05,671 3,36,979 Profit after TAX

1.29.48.956 1.26.38.643

Add : Opening Balance B/f 1,33,54,627 1,29,75,622

71 336

Add: Income tax adjustment -9,319 -16,136 of previous years Add: Provision for Differed tax - 10,866

Add: MAT Credit availed

1,33,45,380 1,29,48,956

Dividend

As the activities of the company are expanding day by day, your Director''s think it proper to conserve the funds of the company and therefore they have not recommended any dividend.

Operation:

The sales of the company during the year were at Rs.21,39,725/- compared to previous year sales 27,85,146/-. The sales during the current year are consisting of local sales.

- Future Prospectus :

Your company continues to give utmost attentions towards export during the current year coupled with more support by Government for boosting of export your company foresees further more spurt in export turnover. Your company expects to fare better in Current year.

Director''s Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 your Directors confirm that:-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) 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 as on 31st March, 2013 and of the profit or loss of the Company for the year ended 31st March, 2013

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

Practicing Company Secretary Certificate U/S.383A of the Companies Act. 1956

Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with Companies (Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P P Shah & Co., Practicing Company secretaries and the same has been attached to this Report.

Fixed Deposits

The company has not accepted any deposit from the public.

Directors

Mr. Anshul Nitin Mehta retires by rotation and being eligible offers himself for re-appointment.

Conservation Of Energy. Technological Absorption And Foreion Exchange Earnings And Outgo

The information required to be given in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to the Company.

Auditors: .

M/s. Kagrana & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

Particulars Of Employees

Particulars of Employees as required under Section 217 (2A) of the litanies Act, 1956 read with Companies (Particulars of Employees)

Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section.

By and on behalf of the Board

For ANSHUNI COMMERCIALS LTD.

Sd/-

DIRECTOR

Place: Mumbai

Date: 28 MAY Z013

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual report with the audited statements of Accounts of the Company for the year ended 31st March, 2010.

Financial Results:

The Financial Results of the Company for the period under review are as under:

2009-10 2008-09

Sales 9,21,334 25,27,725

Other Income 7,23,244 7.30.964

16.44.578 32.58.689

Profit before tax 3,12,934 6,92,192

Less: Provision, for Income Tax / FBT 1.02.000 1.19.800

Profit after Tax 2,10,934 5,72,392

Add; Opening Balance B/f. 1.19.69.575 1.13.96.792

1,21,80,509 1,19,69,184

Add: Income Tax adjustment of previous years 27.761 -66

Add: Excess deferred tax written back 476 457 1,22,08,746 1,19,69,575

Dividend

As the activities of the company are expanding day by day, your Directors think it proper to conserve the funds of the company and therefore they have not recommended any dividend.

Operation

The sales of the company during the year were at Rs. 9,21,334 /- compared to previous year sales 25,27,725/-. The sales during the current year are consisting of exports and no local sales.

Future Prospectus

Your company continues to give utmost attentions towards export during the current year coupled with more support by Government for boosting of export your company foresees further more spurt in export turnover. Your company expects to fare better in current year.

Directors Responsibility Statement

As required under Section 217(2AA] of the Companies Act, 1956 your Directors confirm that:-

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2010 and of the profit or loss of the Company for the year ended 31st March, 2010

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

Practicing Company Secretary Certificate U/s.383A of the Companies Act, 1956 Compliance Certificate to be obtained under Section 383A of the Companies Act, 1956 read with. Companies [Issue of Compliance Certificate) Rules, 2001 has been obtained from M/s. P P Shah & Co., Practicing Company secretaries and the same has been attached to this Report.

Fixed Deposits

The company has not accepted any deposit from the public.

Directors

Mr. Nitin Mehta retires by rotation and being eligible offers himself for re-appointment.

Conservation Of Energy. Technological Absorption And Foreign Exchange Earnings And Outgo The information required to be given in terms of Section 217 [1) (ej of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of DirectorsJRules, 1988, is not applicable to the Company.

Disclosure of Foreign Exchange Earnings/Outgo -

Foreign Exchange Earned : Rs. 9,30,971/-

Foreign Exchange Outgo : Rs. 8,888/-

Auditors

M/s. Kagrana & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended is not given as there was no employee drawing the salary as per the limits mentioned in that Section.

By and on behalf of the Board

For ANSHUNI COMMERCIALS LIMITED

DIRECTOR

Place: Mumbai

Date: 7th September, 2010