Directors Report of Nirmitee Robotics India Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their Ninth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The companyâs financial performance during the financial year 2024-2025 has been drastically increased as compared to previous year. There has been a increase in revenue and profit of the company as compared to the previous year. The Operating results of the company for the year are as under:

(Amt in Lakhs)
Particulars	31/03/2025		31/03/2024
	Standalone	Consolidated	Standalone	Consolidated
Revenue From Operations and Other Income	897.53	897.53	501.76	604.64
Net Profit/Loss before Interest, Depreciation and Tax	120.87	120.87	100.48	(42.10)
Less: Finance Cost	24.45	24.45	21.14	22.80
Net Profit/Loss before Depreciation and Tax	⁹⁶⁴²	⁹⁶⁴²	⁷⁹³⁴	(64.90)
Less: Depreciation and amortization for the year	16.97	16.97	15.17	17.13
Net Profit/Loss before exceptional and extraordinary items and tax	79.45	79.45	64.17	(82.03)
Less: Exceptional Items	0.00	0.00	0.00	0.00
Profit before extraordinary items and tax	79.45	79.45	64.17	(82.03)
Less: Extraordinary Items	0.00	0.00	0.00	0.00
Profit before tax	79.45	79.45	64.17	(82.03)
Less: Tax Expenses

i. Current tax expense	20.00	20.00	16.25	16.25
ii. Deferred tax Liability/(Assets)	(0.77)	(0.77)	(136)	(136)
iii. Tax for Earlier years	0.00	0.00	0.00	0.00
Profit/Loss for the period from continuing operations	60.22	60.22	49.28	(96.92)
Profit/Loss from discontinuing operations	0.00	0.00	0.00	0.00
Tax expense of discontinuing operations	0.00	0.00	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00	0.00	0.00
Profit/Loss transferred/adjusted to General Reserve	60.22	60.22	49.28	(96.92)
Basic earnings per equity share	1.67	1.67	1.37	(2.69)
Diluted earnings per equity share	1.67	1.67	1.37	(2.69)

2. STATE OF COMPANYâS AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK:

COMPANYâS AFFAIRS AND RESULT OF OPERATION: (Amt in Lakhs) (Standalone)

The Total revenue of the Company stood at Rs. 897.53 Lakhs in the current year and Rs. 501.76 Lakhs in the previous year. The Company made a net profit of Rs. 60.22 Lakhs for the year ended March 31, 2025 as compared to the net profit of Rs. 49.28 Lakhs in the previous year.

Innovation. Experience. Excellence

FUTURE OUTLOOK:

The Management is looking for the growth and diversification of the business of Company.

Further, the Management is hopeful that Company will register even higher growth rate in future as the corporate and social community is getting alert towards duct cleaning during the pandemic. The Company is working rapidly and looking forward for opportunities to grab more and more business and clients and the positive results of which will be seen in the coming years.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL: a Composition of Board of Directors: The Composition of Board of Directors as on 31st March, 2025 is as follows;
Sr. No		Name			DIN		Designation
1.		Mr. Jay P. Motghare			07559929		Whole Time Director
2.		Mr. Kartik E. Shende			02627131		Non-Executive Director
3.		Mr. Rajesh N. Admane			01504366		Non- Executive Director
4.		Mr. Manish T. Pande			08712019		Independent Director
5.		Mr. Pradeep P. Thadani			08611572		Independent Director
6.		Mrs. Shweta Motghare			09756777		Woman Director
b Key Managerial Personnel: The following persons are the Key Managerial Personnel of Company as on 31^st March 2025;
Sr. No		Name			âDIN			Designation
1.		Mr. Jay P. Motghare			07559929			Whole Time Director
2.		Mr. Atul Dhawad			AOYPD841	1Q		Chief Financial Officer
3.		Mrs. Neelam Bahlani			CEBPB5550F			Company Secretary
^c. ^Chang^{e in Director and KMP:} During the financial year, following changes have been occurred;
Sr No	Name		DIN/PAN	Designation		Appointment / Cessation/ Change in Designation			Date of Appointment/ Cessation/Change in Designation
NIL

Note: The Members of the Company, at the Extraordinary General Meeting held on 10th March, 2025, approved the re-appointment of Mr. Manish Tarachand Pande (aged 37 years) DIN:08712019 and Mr. Pradeep Prakash Thadani (aged 42 years) DIN:08611572 as NonExecutive Independent Directors of the Company, each for a second term of 5 (five) consecutive years commencing from 1st March, 2025, in accordance with the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Shweta Jay Motghare, Non-Executive Woman Director (DIN: 09756777), of the Company, retires by rotation and offers herself for reappointment.

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e. Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

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⁴. ^{DISCLOSURE BY DIRECTORS}:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

5. CODE OF CONDUCT:

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Subsequent to the closure of the financial year 2024-25 and up to the date of this Report, there have been no material changes or commitments affecting the financial position of the Company.

7. CONSOLIDATED FINANCIAL STATEMENT:

The consolidated financial statements of the Company and its subsidiaries for FY 2025 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (âthe Actâ) and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditorâs Report thereon form part of this Annual Report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the financial year 2024-25, the Companyâs wholly-owned subsidiary, Nirmitee Robotics AC Maintenance L.L.C., Dubai, was struck off on 15^th July 2024. Pursuant to the striking off of the said subsidiary, the Company does not have any subsidiary company as on the date financial year end. The statement containing the salient features of the financial statements of the subsidiary, in accordance with Section 129(3) of the Companies Act, 2013, is provided in Form AOC-1 and forms part of the financial statements as Annexure I.

9. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the last year.

11. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees.

The detailed terms of reference of the Committee are available on the website of the Company at https://www.nirmiteerobotics.com/investors /

A. Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013 and it consists of the following persons;

1. Mr. Rajesh Admane - Chairman

2. Mr. Manish Pande - Member

3. Mr. Pradeep Thadani - Member

All the recommendations made by Audit Committee were accepted by the Board of Directors. Further, during the year, Four (4) meetings of the audit committee were held and the details of the same are as follows:

Sr. No	Date of Meeting	Members Attended	% of Attendance
1.	30^th May, 2024	3	100%
2.	22^nd August, 2024	3	100%
3.	14^th November, 2024	3	100%
4.	10^th February, 2025	3	100%

B. Nomination and Remuneration Committee:

The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act 2013. The details of the Committee are available on the website of the Company at https://www.nirmiteerobotics.com/investors /and it comprises of following persons;

1. Mr. Pradeep Thadani - Chairman

2. Mr. Kartik Shende - Member

3. Mr. Manish Pande - Member

All the recommendations made by Committee were accepted by the Board of Directors. During the year, Four (4) meeting of the Nomination and Remuneration Committee was held and the details of the same are as follows:


Sr. No	Date of Meeting	Members Attended	% of Attendance
1.	15^th May, 2024	3	100%
2. inno^	04^th August, 2024	3	100%
3.	16^th October, 2024	3	100%
4.	07^th February, 2025	3	100%

C. Stakeholder Relationship Committee:

The Stakeholderâs Relationship Committee had been duly formed mainly to focus on the redressal of Shareholdersâ/ Investorsâ Grievances if any like Transfer / Transmission / Demat of Shares; Non-receipt of Annual Report; Dividend Warrants; etc.

The details of the Committee is available on the website of the Company at https://www.nirmiteerobotics.com/investors / and it comprises of following persons;

1. Mr. Rajesh Admane - Chairman

2. Mr. Jay Motghare - Member

3. Mr. Kartik Shende - Member

During the year, Four (04) meetings of the Stakeholder Relationship Committee were held and the details of the same are as follows;
Sr. No	Date of Meeting	Members Attended	% of Attendance
1.	15^th April, 2024	3	100%
2.	06^th July, 2024	3	100%
3.	10^th October, 2024	3	100%
4.	10^th January, 2025	3	100%

D. Change in committees:

There was no change in committees during the financial year.

12. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its

Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors.

The performance evaluation of the respective Committees and that of Independent and NonIndependent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

13. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for FY 2024-25 is available on Companyâs website at URL https://www.nirmiteerobotics.com/investors/.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companyâs website at https://www.nirmiteerobotics.com/investors/

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2024-25 with

related parties were on an armâs length basis and in the ordinary course of business. There

were no material Related Party Transactions (RPTs) undertaken by the Company during the

year that require Shareholdersâ approval under Section 188 of the Act.

All the transactions were in compliance with the applicable provisions of the Act. Given that II II luvauui 11 LAUCI I y V/. LAUdLCI

the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-II.

During F.Y. 2024-25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy is available on the Companyâs website URL https://www.nirmiteerobotics.com/investors/.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, do not apply to the Company. Accordingly, these particulars have not been provided.

During the year under review, there was no foreign export of goods and services.

17. AUDITORS:

a. Statutory Auditors:

M/s. BPSD & Associates, Chartered Accountants Nagpur (FRN: 118251W), have successfully conducted the statutory audit of Company for the financial year end 31st March, 2025.

M/s BPSD & Associates, Chartered Accountants (FRN: 118251W) were appointed as

Statutory Auditors of the Company at AGM held on 25^th September, 2021 and they shall be

holding their office till the conclusion of AGM relevant to Financial Year 2025-26.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditorsâ Report are self-explanatory and therefore, do not call for any further comments.

b. Secretarial Auditor:

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-

III.

c. Cost Auditor:

Section 148 of the Companies Act, 2013 is not applicable to the Company.

d. Internal Auditor:

The Board has appointed M/s Radheshyam Bhattad & Co (Membership No. 102572) as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls w.e.f. 15^th February, 2024.

18. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2024-25 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) as Annexure-IV.

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19. REMUNERATION POLICY:

Innovation. Experience. Excellence

The Company''s policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company and the same is available on the Companyâs website URL https://www.nirmiteerobotics.com/investors/

20. REPORTING OF FRAUD BY AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs report.

21. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not given any loans, guarantees, or made any investments under Section 186 of the Companies Act, 2013. It may be noted that the wholly-owned subsidiary, Nirmitee Robotics AC Maintenance LLC, Dubai, was voluntarily struck off in the previous year. Accordingly, no such transactions have been undertaken during the current financial year.

During FY25, the Company has not given guarantees to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.

22. DEPOSITS:

The company has not invited/ accepted any deposits from the members as well as public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on ^{March 31 2025}.

23. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y. 2024-25.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

The Statutory Auditors have expressed a qualified opinion in their report with respect to reporting Period. Except for the for the below mentioned qualification, the Auditors have not made any other adverse remarks, reservations, or disclaimers in their report.

Qualified opinion on Standalone Annual Financial Results
Sr No	Audit Qualification	Managements View
1.	In Note 8 to the Standalone Financial Results (Property, Plant and Equipment), the assets worth Rs. 36.25 lakhs were lying under the head ''Capital Goods in Transit'' on account of closure of the wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC. Which were physically received on 19.06.2024 and out of which Rs. 18.51 lakhs were apportioned to the respective items of PPE as capital expenditure and apportioned the remaining Rs. 17.74 lakhs as revenue expenditure as the company intends to utilize these items as spares and consumables or in its trading activities as explained and represented by the management even though these items were previously classified under capital goods. Hence, these items are reclassified as revenue.	The management acknowledges the Auditorâs observation regarding the ^reclassification of assets amounting to Rs. ffM 36.25 lakhs initially recorded under "Capital Goods in Transit" in Note 8 to the Standalone Financial Results. Upon the closure of our wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, certain capital assets were repatriated and physically received in India on 19.06.2024. Post-receipt, the management conducted a thorough evaluation of the nature and intended usage of these assets. Based on this assessment: Rs. 18.51 lakhs worth of items were identified as eligible for capitalization under

As a result of this, the Profit and Loss Account is understated by Rs. 17.74 Lakhs since the reclassified items are booked under Indirect Expenses and disclosed under Note 21-Other Expenses.

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Innovation. Experier

Property, Plant, and Equipment (PPE) and accordingly apportioned as capital expenditure.

The remaining Rs. 17.74 lakhs comprised items that, due to their nature and the Companyâs current business requirements, are intended to be used as spares, consumables, or sold as part of the Companyâs trading operations. These items, while previously classified under capital goods, no longer met the capitalization criteria under applicable accounting standards (AS - 10), and hence were

(reclassified and treated as revenue expenditure.

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This reclassification is in line with the Companyâs prudent accounting policy to reflect the accurate economic substance of transactions and ensure fair presentation of the financial statements. Consequently, the amount of Rs. 17.74 lakhs was expensed under "Indirect Expenses" and disclosed under Note 21 - Other Expenses.

The management acknowledges the Auditorâs qualified opinion concerning the accounting treatment adopted in the Standalone Financial Results following the liquidation of the Companyâs wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, Dubai.

a. The company had advanced a Long-Term Loan			a. Following the closure and liquidation of
of AED 3,90,000/- (INR 90.99 Lakhs) to its			the subsidiary, and after having exhausted all
wholly owned subsidiary in Dubai, which was			avenues for recovery, the management has
previously disclosed as such, as also mentioned			determined that the loan amount is no longer
under Note 10-Long-Term Loans & Advances.			recoverable. As this was a capital loss not
Now, pursuant to the closure of the subsidiary''s			related to the routine operational activities of
business, the company has written off the loan in			the Company, it has been appropriately
its reserves and surplus account as it is a capital			written off through the Reserves and Surplus
loss of monetary value, not relating directly to the			account to reflect its non-operational nature.
regular business operations of the company. The			Furthermore, interest income of Rs. 9.19
company had also booked and disclosed the			Lakhs, which had been recognized in line
interest income of Rs. 9.19 Lakhs in accordance			with the loan agreement as of 30th
with the loan agreement in its standalone financial			September 2024, has now been reversed in
results for the half-year ended 30th September			the financial statements to ensure that the
2024, which is		new reversed pursuant to the	(reported earnings reflect only realizable
liquidation.			income. Â©
b. The company had invested AED 3,00,000/-(INR 70.66 Lakhs) in the equity share capital of			o n b. The Company had invested in the equity - J [ - -J share capital of its subsidiary, which was
the wholly owned subsidiary in Dubai, which was			previously disclosed in the financial
previously disclosed in the financial statement and			statements and under Note 10. Given the
now	under Note 10-Long-Term Loans &		complete cessation of operations and the
Advances. Now		pursuant to the closure of the	formal liquidation of the subsidiary, the
subsidiary''s business, the company has written off			management has assessed the recoverable
the value of this investment in the Profit and Loss			value of this investment to be effectively nil.
Account for cause of representing the diminished			Consequently, the entire investment amount
value of the investment. This has resulted into			has been written off in the Profit and Loss
understatement in profit by the same amount. The			Account, resulting in a reduction of the
management has represented that the value of			reported profit by the same amount.
investment has diminished below its recoverable			This treatment follows the principles laid
value, which is practically zero and that the whole			down under (AS - 28), as the investment has

amount of such investment is written off in the				lost its economic value due to the winding
Profit and Loss Account.				up of the business and no further
				recoverability is foreseen.
c. The Company had also advanced certain sums				c. These advances were utilized to settle
to the Director and the company, Nirmitee				local obligations, wind down operations, and
Robotics AC		Maintenance LLC (INR 62.99		meet regulatory and administrative costs in
Lakhs) which		were expended for the purposeâs		the UAE. Due to the finalization of
incidental to the business activities and closure of				liquidation proceedings and the absence of
the business. Now. pursuant to the closure of the				any recoverable amounts from these
subsidiary''s business, the company has written off				advances, management has taken a prudent
the value of these advances in the Profit and Loss				view to write them off in the Profit and Loss
Account, which has resulted in an understatement				Account.
in profit by the			same amount. The management	This write-off reflects the Companyâs
has represented that on account of liquidation of				conservative accounting policy by
the subsidiary) these advances are irrecoverable				recognizing losses when their recoverability
and	thus written off in the Profit and Loss			becomes improbable.
Account			o	Â° n ^

Qualified opinion on Consolidated Annual Financial Results
Sr No	Audit Qualification		Managements View
1.	In Note 8 to the Consolidated Financial Results		The management acknowledges the
	(Property, Plant and Equipment), the assets worth		Auditorâs observation regarding the
	Rs. 36.25 lakhs were lying under the head ''Capital		reclassification of assets amounting to Rs.
	Goods in Transit'' on account of closure of the		36.25 lakhs initially recorded under "Capital
	wholly owned subsidiary, Nirmitee Robotics AC		Goods in Transit" in Note 8 to the
	Maintenance LLC. Which were physically		Standalone Financial Results.
	received on 19.06.2024 and out of which Rs.
	18.51 lakhs were apportioned to the respective		Upon the closure of our wholly owned
	items of PPE	as capital expenditure and	^.subsidiary, Nirmitee Robotics AC
	apportioned the	remaining Rs. 17.74 lakhs as	Maintenance LLC, certain capital assets
	revenue expenditure as the company intends to		were repatriated and physically received in
	utilize these items as spares and consumables or		India on 19.06.2024. Post-receipt, the
	in its trading	activities as -^explained and	management conducted a thorough
	represented by the management even though these		evaluation of the nature and intended usage
	items were previously classified under capital		of these assets. Based on this assessment:
	goods. Hence,	these items are reclassified as
	revenue.		Rs. 18.51 lakhs worth of items were .. _J I J
			identified as eligible for capitalization under
	As a result of this, the Profit and Loss Account is		Property, Plant, and Equipment (PPE) and
	understated by	^Rs. 17.74 Lakhs }since the	accordingly apportioned as capital
	reclassified items are booked under Indirect		expenditure.
	Expenses and disclosed under Note 21 Other
	Expenses.		The remaining Rs. 17.74 lakhs comprised items that, due to their nature and the Companyâs current business requirements, are intended to be used as spares, consumables, or sold as part of the Companyâs trading operations. These items, while previously classified under capital goods, no longer met the capitalization

criteria under applicable accounting standards (AS - 10), and hence were reclassified and treated as revenue expenditure.

Reserves and Surplus, the company has disclosed an amount of AED 3.00 Lakhs as Foreign Exchange Translation Reserve. This item is subject to verification and reconciliation by the management and review by the Independent Auditor of the Subsidiary Company.

We are unable to provide any opinion on the amount pertaining to this |item of Foreign Exchange Translation Reserve.

The holding company had invested and advanced certain sums to the wholly owned subsidiary in Dubai, which is appropriately disclosed in the Notes to Accounts in the current as well as the previous financial results.

Following the closure and liquidation of the subsidiary, and after having exhausted all ^avenues for recovery, the management has determined that no amount is recoverable out of the total amounts invested in / advanced to the subsidiary.

In order to reflect the fair position of the business as a whole, the management resolved to disclosed this loss in the consolidated financial statements.

The management considers this treatment as appropriate for the understanding and the purpose of the users of the consolidated

financial statements.

Regarding closure of Subsidiary Related Accounts Following the liquidation of its wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, Dubai, the company has closed all subsidiary related balances in its standalone financial results. Consequently, these debit balances and the treatment of these subsidiary related accounts are not reflected in the consolidated financial results due to offsetting with corresponding accounts in the subsidiary company, excepting two debit items which are routed through Profit & Loss Account. However, this is subject to verification and reconciliation by the management and review by the Independent Auditor of the Subsidiary Company

Following the closure and liquidation of the subsidiary, and after having exhausted all avenues for recovery, the management has determined that no amount is recoverable out of the total amounts invested in / advanced to the subsidiary.

In order to reflect the fair position of the ^business as a whole, the management resolved to disclosed this loss in the consolidated financial statements.

The management considers this treatment as appropriate for the understanding and the purpose of the users of the consolidated financial statements.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 11 Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to âMeeting of the Board of Directorsâ has been duly followed by the Company.

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	27/04/2024	6	6	100
2	30/05/2024	6	5	83.33
3	10/06/2024	6	5	83.33
4	27/07/2024	⁶	5	83.33
5	22/08/2024	6	6	100
6	24/08/2024	6	5	83.33
7	16/10/2024	6	5	83.33
8	14/11/2024	6	5	83.33
9	27/12/2024	6	5	83.33
10	q (25/01/2025	Expe⁶	E⁵	83.33
11	07/02/2025	6	6	100

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on March 31^st, 2025 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and itsâ Committees which is necessary to effectively and reasonably perform and discharge their duties.

27. GENERAL MEETING:

During the year under review, Annual General Meeting of the Company pertaining to Financial Year 2023-24 was held on 23^rd September, 2024.

The Directors state that the applicable secretarial standard i.e. SS-2, relating to âGeneral Meetingâ, has been duly followed by the Company.

28. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future.

29. DETAILED REASON OR ^REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

i. Issue of shares or other convertible securities:

The Company has not issued any equity shares during the year.

ii. Issue of equity shares with differential rights:

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

iii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iv. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

v. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The Company does not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

vi. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

vii. Issue of Warrants:

The Company has not issued any warrants during the year under review.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

32. MAINTENANCE OF COST RECORDS:

Innovation. Experience. Excellence

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records have not been made and maintained.

33. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

34. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-V forming part of this report.

35. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Start-up Segment of the SME Platform on BSE Limited,

therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices

Innovation. Exper fence. Excellence

36. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed with no material departures;

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 as at March 31, 2025 and of the profit and loss of the Company for the year ended on that date;

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 financial statements on a going concern basis;

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

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

37. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis

and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Framework under which the risks are identified, assessed, monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managementâs discussion and analysis report is annexed in Annexure- IV.

39. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://www.nirmiteerobotics.com/

40. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

During the financial year 2024-2025, there was no change in the registered office of the Company, which remained at C/o M/s Vithoba Healthcare and Research Private Limited, Plot No. D-3/2, MIDC, Hingna Road, Nagpur, Maharashtra, India, 440028.

41. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity

Benefit Act, 1961. All eligible women employees have been extended the statutory benefits II II IWVCILI _A.ky\_7l IvJl Iv>-v3\ I_

prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

During the year under review, no woman employee of the Company became pregnant; hence, no situation arose requiring the applicability of maternity benefits under the provisions of the Maternity Benefit Act, 1961.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial year under review, there were no one-time settlement of Loans taken from Banks and Financial institutions.

44. CAPITAL STRUCTURE:

During the year under review, there was no alteration in the capital structure of the Company.

As on 31^st March 2025, the Authorised Share Capital of the Company was ?11,00,00,000 (Rupees Eleven Crores Only), divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of ?10/- each. The Paid-up Share Capital of the Company was Rs.3,60,11,880 (Rupees Three Crores Sixty Lakhs Eleven Thousand Eight Hundred Eighty Only), divided into

36,01,188 (Thirty-Six Lakhs One Thousand One Hundred Eighty-Eight) Equity Shares of Rs.10/- each.

45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 -RULE 11 OF THE COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwareâs and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

47. FRAUD REPORTING:

During the Financial Year 2024-25, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

48. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company Has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

49. DISCLOSURES:

The Company believes in providing safe and harassment free workplace for every individual working in the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the Company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels.

For the current financial year end, no complaint was received by the company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Mar 31, 2024

Your Directors have pleasure in presenting their Eighth Annual Report on the Business and
Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The companyâs financial performance during the financial year 2023-2024 has been slightly
decreased as compared to previous year. There has been a slight decrease in revenue and
profit of the company as compared to the previous year. The Operating results of the
company for the year are as under:

(Amt in Lakhs)

Particulars	31/03/2024		31/03/2023
	Standalone	Consolidated	Standalone	Consolidated
Revenue From Operations and Other Income	'' 501.76	604.64	538.25	539.67
Net Profit/Loss before Interest, Depreciation and Tax	100.48	(42.10)	95.27	95.73
Less: Finance Cost	. 21.14	22.80	7.69	7.69
Net Profit/Loss before Depreciation and Tax Innovation. Expt	79.34 ^rienc	(64.90) e. Exc	87.58 ellenc	88.04
Less: Depreciation and amortization for the year	15.17	17.13	7.71	7.71
Net Profit/Loss before exceptional and extraordinary items and tax	64.17	(82.03)	79.87	80.33
Less: Exceptional Items	0.00	0.00	0.00	0.00
Profit before extraordinary items and tax	64.17	(82.03)	79.87	80.33
Less: Extraordinary Items	0.00	0.00	0.00	0.00
Profit before tax	64.17	(82.03)	79.87	80.33
Less: Tax Expenses

i. Current tax expense	16.25	16.25	17.60	17.60
ii. Deferred tax Liability/(Assets)	(136)	(136)	(0.26)	(0.26)
iii. Tax for Earlier years	0.00	0.00	0.00	0.00
Profit/Loss for the period from continuing operations	49.28	(96.92)	62.53	62.99
Profit/Loss from discontinuing operations	0.00	0.00	0.00	0.00
Tax expense of discontinuing operations	0.00	0.00	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00	0.00	0.00
Profit/Loss transferred/adjusted to General Reserve	49.28	(96.92)	62.53	62.99
Basic earnings per equity share	1.37	(2.69)	1.74	1.75
Diluted earnings per equity share	1.37	(2.69)	1.74	1.75

2. STATE OF COMPANYâS AFFAIRS, RESULT OF OPERATION AND FUTURE
OUTLOOK:

\___/ / /^\

COMPANYâS AFFAIRS AND RESULT OF OPERATION: (Amt in Lakhs) (Standalone)

The Total revenue of the Company stood at Rs. 501.76 Lakhs in the current year and

Rs. 538.25 Lakhs in the previous year. The Company made a net profit of Rs. 49.28 Lakhs

for the year ended March 31, 2024 as compared to the net profit of Rs. 62.53 Lakhs in the

previous year.

Innovation. Experience. Excellence

FUTURE OUTLOOK:

The Management is looking for the growth and diversification of the business of Company.

Further, the Management is hopeful that Company will register even higher growth rate in
future as the corporate and social community is getting alert towards duct cleaning during the
pandemic. The Company is working rapidly and looking forward for opportunities to grab
more and more business and clients and the positive results of which will be seen in the
coming years.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a Composition of Board of Directors:

The Composition of Board of Directors as on 31^st March, 2024 is as follows;

Sr. No	Name	DIN	Designation
1.	Mr. Jay P. Motghare	07559929	Whole Time Director
2.	Mr. Kartik E. Shende	02627131	Non-Ex Director
3.	Mr. Rajesh N. Admane	01504366	Non-Ex Director
4.	Mr. Manish T. Pande	08712019	Independent Director
5.	Mr. Pradeep P. Thadani	08611572	Independent Director
6.	Mrs. Shweta Motghare	""09756777	Woman Director

b Key Managerial Personnel:

The following persons are the Key Managerial Personnel of Company as on 31^st March 2024;

Sr. No	Name			âDIN	Designation
1.	Mr. Jay P. Motghare			07559929	Whole Time Director
2.	_i Mr. Atul Dhawad			AOYPD8411Q	Chief Financial Officer
3.	Mrs	Neelam	Bahlani	CEBPB5550F	Company Secretary

c. Change in Director and KMP:

During the financial year, following changes have been occurred;

Name

DIN/PAN

Designation

Appointment
/ Cessation/
Change in
Designation

Date of
Appointment/
Cessation/Change
in Designation

Mrs. Neelam
Bahlani

CEBPB5550F

Company

Secretary

Appointment

16.08.2023

Mrs. Jaspreet
Kaur Bhamra

BWJPS9650N

Company

Secretary

Cessation

14.08.2023

3.	Mrs. Shweta	09756777	Additional	Appointment	16.10.2023
	Jay Motghare		Director	Appointment

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Kartik Eknath Shende, Non-Executive Director
(DIN: 02627131) of the Company, retires by rotation and offers himself for re- appointment.

e. Independent Directors:

The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and 25 of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

4. DISCLOSURE BY DIRECTORS:

^----

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in
Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to
compliance with the Code of Conduct of the Company.

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5. CODE OF CONDUCT:

Innovation. Experience. Excellence

The Company has laid down a code of conduct for all Board members and Senior
Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel
have affirmed compliance with the code of conduct.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate and
the date of this report.

7. CONSOLIDATED FINANCIAL STATEMENT:

The consolidated financial statements of the Company and its subsidiaries for FY 2024 have
been prepared in compliance with the applicable provisions of the Companies Act, 2013 (âthe
Actâ) and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in
accordance with the Indian Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015. The audited consolidated financial statements together
with the Independent Auditorâs Report thereon form part of this Annual Report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company has a wholly-owned subsidiary in the name of âNirmitee Robotics AC
Maintenance LLCâ in Dubai. Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the financial statements of the subsidiary companies is attached to the
financial statements in Form AOC-1 attached as Annexure I.

Note: The Company in its Board Meeting held on 21^st February 2024, has passed a resolution
about the closure/striking off of wholly-owned subsidiary viz, Nirmitee Robotics AC
Maintenance L.L.C.

9. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration
growth of the company and to conserve resources, the Directors do not recommend any
dividend for year ended March 31, 2024.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid during the last year.

11. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various
committees.

The detailed terms of reference of the Committee are available on the website of the
Company at https://www.nirmiteerobotics.com/investors/.

A. Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013 and

. nnnuat on -ynpr pnrp -xpp pnco

it consists of the following persons;

1. Mr. Rajesh Admane - Chairman

2. Mr. Manish Pande - Member

3. Mr. Pradeep Thadani - Member

All the recommendations made by Audit Committee were accepted by the Board of
Directors. Further, during the year, Four (4) meetings of the audit committee were held and
the details of the same are as follows:

Sr. No	Date of Meeting	Members Attended	% of Attendance
1.	30^th May, 2023	3	100%
2.	14^th August, 2023	3	100%
3.	14^th November, 2023	3	100%
4.	10^th February, 2024	3	100%

B. Nomination and Remuneration Committee:

The Nomination and Remuneration committee had duly formed in line with the provisions of
Section 178 of the Companies Act 2013. The details of the Committee are available on the
website of the Company at https://www.nirmiteerobotics.com/investors /and it comprises of
following persons;

1. Mr. Pradeep Thadani - Chairman

2. Mr. Kartik Shende - Member

3. Mr. Manish Pande - Member

All the recommendations made by Committee were accepted by the Board of Directors.
During the year, Three (3) meeting of the Nomination and Remuneration Committee was
held and the details of the same are as follows:

Sr. No	Date of Meeting	Members Attended	% of Attendance
1.	15^th May, 2023	3	100%
2.	04^th August, 2023	LtJ IT	100%
3.	16^th October, 2023	3	100%

C. Stakeholder Relationship Committee:

The Stakeholderâs Relationship Committee had been duly formed mainly to focus on the
redressal of Shareholdersâ/Investorsâ Grievances if any like Transfer / Transmission / Demat
of Shares; Non-receipt of Annual Report; Dividend Warrants; etc.

The details of the Committee is available on the website of the Company at
https://www.nirmiteerobotics.com/investors / and it comprises of following persons;

1. Mr. Rajesh Admane - Chairman

2. Mr. Jay Motghare - Member

3. Mr. Kartik Shende - Member

During the year, Four (04) meetings of the Stakeholder Relationship Committee were held
and the details of the same are as follows;

Sr. No	Date of Meeting	Members Attended	% of Attendance
1.	08^th April, 2023	3	100%
2.	06^th July, 2023	3	100%
3.	10^th October, 2023	3	100%
4.	10^th January, 2024	3	100%

D. Change in committees:

There was no change in committees during the financial year.

12. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its
Committees, Executive Directors, and Independent Directors. Based on the same, the
performance was evaluated for the financial year ended March 31, 2024. As part of the
evaluation process, the performance of Non- Independent Directors, the Chairman and the

Board was conducted by the Independent Directors. Excellence

The performance evaluation of the respective Committees and that of Independent and NonÂ¬
Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board
effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic
thinking, time commitment, and relationship with the stakeholders, corporate governance
practices, contribution of the committees to the Board in discharging its functions etc.

13. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return in e-form MGT-7 for FY 2023-24 is
available on Companyâs website at URL https://www.nirmiteerobotics.com/investors/.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in
line with the provisions of the Companies Act, 2013 to report genuine concerns or
grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the
Companyâs website at https://www.nirmiteerobotics.com/investors/

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2023-24 with
related parties were on an armâs length basis and in the ordinary course of business. There
were no material Related Party Transactions (RPTs) undertaken by the Company during the
year that require Shareholdersâ approval under Section 188 of the Act.

All the transactions were in compliance with the applicable provisions of the Act. Given that

I W V Cl L I | | , r /\ Ly I | I I , I /\^ Vy l. I I

the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has
been provided in Annexure-II.

During F.Y. 2023-24, the Non-Executive Directors of the Company had no pecuniary
relationship or transactions with the Company other than sitting fees, commission and
reimbursement of expenses, as applicable.

The Company formulated a policy on Related Party Transactions (RPTs) in accordance with
the Act including any amendments thereto for identifying, reviewing approving and
monitoring of RPTs. The said policy is available on the Companyâs website URL
https://www.nirmiteerobotics.com/investors/.

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, do not apply to the Company.
Accordingly, these particulars have not been provided.

During the year under review, there was foreign export of goods and services which
amounted to Rs. 32,51,829.45/-. The foreign exchange loss of Rs. 2,18,330/- due to the
difference between the exchange rate on the transaction date and the settlement date which is
duly debited to the profit and loss account in accordance with the provisions of AS - 11.

I". AUDITORS:

r\ \S-V

a. Statutory Auditors:

M/s. BPSD & Associates, Chartered Accountants Nagpur (FRN: 118251W), have
successfully conducted the statutory audit of Company for the financial year end 31^st March,
2024.

Innovation. Experience. Excellence

M/s BPSD & Associates, Chartered Accountants (FRN: 118251W) were appointed as
Statutory Auditors of the Company at AGM held on 25^th September, 2021 and they shall be
holding their office till the conclusion of AGM relevant to Financial Year 2025-26.

There is no requirement for ratification of auditors in this Annual General Meeting as per the
provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditorsâ Report are self-explanatory and therefore,
do not call for any further comments.

b. Secretarial Auditor:

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and
Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-

III.

c. Cost Auditor:

Section 148 of the Companies Act, 2013 is not applicable to the Company.

d. Internal Auditor:

The Board has appointed M/s Radheshyam Bhattad & Co (Membership No. 102572) as an
Internal Auditor pursuant to Section 138 of the Companies Act, 2013 to ensure the routine
internal audits and controls w.e.f. 15^th February, 2024.

Further, CA Kasturi Panchawatikar (Membership No. 186682) has resigned from the post of
Internal Auditor of the Company w.e.f. 31^st December 2023.

- --. . Â©

18. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2023-24 and the
details of the same are disclosed in Management Discussion and Analysis Report (MDAR) as
^A""^e''"^,e-¹''

19. REMUNERATION POLICY:

The Company''s policy on the appointment and remuneration of Directors and Key
Managerial Personnel provides a framework based on which our human resources
management aligns their recruitment plans for the strategic growth of Company and the same
is available on the Companyâs website URL https://www.nirmiteerobotics.com/investors/

20. REPORTING OF FRAUD BY AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has
reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details of
which would need to be mentioned in the Boardâs report.

21. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has given long-term loan and advances and has
made investment under Section 186 of the Companies Act, 2013 and the details of which are
mentioned below:

Sr. No.	Name of the Party	Nature of Transaction	Amount (in Lakhs)
1.	Nirmitee Robotics AC	Loan term loans and advances	90.99
	Maintenance LLC
2.	Nirmitee Robotics AC	Investment in Equity	70.66
	Maintenance LLC

During FY24, the Company has not given guarantees to any of its subsidiaries, joint ventures,
associates companies and other body corporates and persons.

Innovation. Experience. Excellence

22. DEPOSITS:

The company has not invited/accepted any deposits from the members as well as public
during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on
March 31, 2024.

23. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK
PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against

sexual harassment of women at the work place, to protect women employees and enable them
to report sexual harassment at the workplace in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.
No complaints were received during F.Y. 2023-24.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS
OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND
SECRETARIAL AUDITORS IN THEIR REPORTS:

There was no comment on qualifications, reservations or adverse remarks or disclaimers
made by the auditors and secretarial auditors in their reports.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW:

The Company had 14 Board meetings during the financial year under review. The intervening
gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to
âMeeting of the Board of Directorsâ has been duly followed bv the Comnanv.

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	28/04/2023	6	4	66.67
2	17/05/2023	6	4	66.67
3	05/06/2023	6	5	83.33
4	06/07/2023	6	5	83.33
5	22/07/2023	6	5	83.33
6	14/08/2023	6	6	100

7	28/09/2023	6	4	66.67
8	16/10/2023	6	4	66.67
9	14/11/2023	6	5	83.33
10	25/11/2023	6	5	83.33
11	06/01/2024	6	5	83.33
12	10/02/2024	6	5	83.33
13	04/01/2024	6	5	83.33
14	21/03/2024	6	4	66.67

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a
separate meeting of the Independent Directors of the Company was held on March 8^th, 2024
to review the performance of Non-Independent Directors and the entire Board. The
Independent Directors also reviewed the quality, content and timeliness of the flow of
information between the Management and the Board and itsâ Committees which is necessary
to effectively and reasonably perform and discharge their duties.

2-. GENERAL MEETING:

During the year under review, Annual General Meeting of the Company pertaining to
Financial Year 2022-23 was held on 23^rd September, 2023.

The Directors state that the applicable secretarial standard i.e. SS-2, relating to âGeneral
Meetingâ, has been duly followed by the Company.

28. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and companyâs operations
in future.

29. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL
STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

30. SHARES:

i. Issue of shares or other convertible securities:

The Company has not issued any equity shares during the year.

ii. Issue of equity shares with differential rights:

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

iii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iv. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

v. Shares held in Trust for the benefit of employees where the voting rights are not
exercised directly by the employees:

The Company does not held any shares in trust for the benefit of employees where the voting
rights are not exercised directly by the employees during the year under review.

vi. Issue of Debentures, Bonds or Any Non-Convertible Securities:

I v.^ V Ca L I vy I I â¢ I /\ ky I I I I w â¢ L_ / \ L I I

The Company has not issued any debentures, bonds or any non-convertible securities during
the year under review.

vii. Issue of Warrants:

The Company has not issued any warrants during the year under review.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which
provides protection to all its assets against loss from unauthorized use and ensures correct
reporting of transactions.

The internal control systems are further supplemented by internal audits carried out by the
respective Internal Auditors of the Company and Periodical review by the management. The
Company has put in place proper controls, which are reviewed at regular intervals to ensure
that transactions are properly authorized, correctly reported and assets are safeguarded.

32. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not required by the Company and accordingly
such accounts and records have not been made and maintained.

33. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it
does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is
not required to formulate policy on corporate social responsibility.

34. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-V forming
part of this report.

35. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the
corporate governance requirements. Our disclosures seek to attain the best practices in
corporate governance. We also endeavor to enhance long-term shareholder value and respect
minority rights in all our business decisions.

As our company has been listed on Start-up Segment of the SME Platform on BSE Limited,

therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 the compliance with the corporate Governance provisions
as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation
46 and Para C, D and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are
committed towards best corporate governance practices.

36. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31,
2024, the applicable accounting standards have been followed with no material

departures;

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 as at March 31, 2024 and of
the profit and loss of the Company for the year ended on that date;

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 financial statements on a going concern basis;

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

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

37. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis
and for conducting the business in a risk conscious manner. The Company has a structured
and comprehensive Risk Management Frame work under which the risks are identified,
assessed, monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives.
There is no element of risk which in the opinion of the Board may threaten the existence of
the Company.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 the Managementâs discussion and analysis
report is annexed in Annexure- IV.

39. WEBSITE:

Innovation. Experience. Excellence

The Company is maintaining its functional website and the website contains basic as well as
investor related information. The link of website is https://www.nirmiteerobotics.com/

40. DISCLOSURES:

The Company believes in providing safe and harassment free workplace for every individual
working in the Company. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including sexual harassment
and for this purpose the Company has in place a robust policy, aiming to obtain the
complaints, investigate and prevent any kind of harassment of employees at all levels.

For the current financial year end, no complaint was received by the company.
ACKNOWLEDGEMENT:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to your
Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

S7\

/ f

Sd/- Sd/-

Jay Prakash Motghare Kartik Eknath Shende

Whole Time Director Non-Executive Director

DIN: 07559929 DIN:02627131

Date: 24.08.2024
Place: Nagpur

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