Lex Nimble Solutions Ltd Directors Report

To,

The Members

M/s. LEX NIMBLE SOLUTIONS LIMITED Hyderabad.

Dear Members,

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

FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

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

SUMMARY OF BUSINESS OPERATIONS:

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

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

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

TRANSFER TO RESERVES:

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

DIVIDEND:

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

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

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

SHARE CAPITAL:

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

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

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

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE - SMEPLATFORM:

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

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

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

RESIGNATION AND APPOINTMENT:

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

COMMITTEES TO THE BOARD:

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

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

AUDIT COMMITTEE:

Description and Terms of Reference:

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

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

Meetings:

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

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

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

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

NOMINATION AND REMUNERATION COMMITTEE:

Description and Terms of Reference:

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

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

Meetings:

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

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

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

Meetings of Board of Directors:

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

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

Attendance of Directors

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

MEETING OF INDEPENDENT DIRECTORS:

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

PERFORMANCE EVALUATION:

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS:

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

NOMINATION AND REMUNERATION POLICY:

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

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

PARTICULARS OF EMPLOYEES:

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

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

EXTRACT OF ANNUAL RETURN:

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

PUBLIC DEPOSITS:

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

SUBSIDIARY COMPANY:

The Company has no subsidiaries as on 31.03.2025

BRANCH OFFICE:

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

CORPORATE GOVERNANCE:

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

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

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

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

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

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

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

WHISTLE BLOWER POLICY:

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

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

The policy is available on the Companys website at www.lexnimble.in.

PREVENTION OF INSIDER TRADING:

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

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

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

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

The Members of the Committee are as follows:

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

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

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

As the Company is not engaged in any manufacturing activity:

a) Conservation of Energy - Not Applicable

b) Technology Absorption

i. Research & Development - Nil

ii. Technology Absorption and Innovation -

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

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

c) Foreign Exchange earnings & Out go

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

ii. Out go : Rs. 07-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report of the Company for the financial year 202425 is set out in this report as Annexure-I.

COST AUDIT:

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

INTERNAL FINANCIAL CONTROLS:

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

AUDITORS:

STATUTORY AUDITORS:

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

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

SECRETARIAL AUDITOR:

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

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

INTERNAL AUDITORS:

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

RISK MANAGEMENT:

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

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

CORPORATE SOCIAL RE SONSIBILITY:

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

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

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

ACKNOWLEDGMENTS:

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

For and on behalf of the Board of	Sd/-
Lex Nimble Solutions Limited	Praveen Chakravarthy Medikundam
Place: Hyderabad	Chairman & Director
Date: 14.08.2025