NIBE Ltd Directors Report

To the Members, Nibe Limited Pune

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

1. FINANCIAL RESULTS

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

The Companys financial performance for the year ended March 31, 2025 is summarized below:

(Amount in Rs. Lacs)

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

2. OPERATIONS & STATE OF COMPANYS AFFAIRS

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

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

3. DIVIDEND AND RESERVES

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

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

4. CHANGE IN THE NATURE OF BUSINESS

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

5. SHARE CAPITAL

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

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

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

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

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

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

6. EMPLOYEES STOCK OPTION SCHEMES (ESOP)

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

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

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

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

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

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

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

• Nibe Defence and Aerospace Limited

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

• Karmayogi Manufacturing Private Limited

• Nibe Meson Naval Limited

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

In addition to above, the Company has one step down subsidiary viz.: Nibe Aeronautics Limited

The Company has no Associate or Joint Venture Company during the year and as on March 31, 2025.

8. CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

9. CORPORATE GOVERNANCE

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

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

10. ANNUAL RETURN

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

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

•	Mr. Ganesh Nibe	: Chairman and Managing Directors
•	Ms. Komal P Bhagat (w.e.f. 15/06/2024)	: Company Secretary & Compliance Officer
•	Mr. Ravi Kumar Pareek	: Chief Financial Officer
		(Tenure: 22/04/2024 to 31/08/2024)
•	Mr. Balakrishnan Govind Swamy	: Chief Executive Officer
		(Till: 29/05/2025)

12. MEETINGS

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

13. BOARD COMMITTEES

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

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

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

14. PERFORMANCE EVALUATION

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

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

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

15. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL

PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

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

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

16. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

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

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

17. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND

EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

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

18. INDEPENDENT DIRECTORS MEETING

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

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

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

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

19. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

EMPLOYEES

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

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

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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

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

21. VIGIL MECHANISM

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

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

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

22. RELATED PARTY TRANSACTIONS AND POLICY

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

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

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

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

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

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

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

24. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

25. DIRECTORS RESPONSIBILITY STATEMENT

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

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

i. in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

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

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

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

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

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

26. AUDITORS AND AUDITORS REPORT

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

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

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

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

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

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

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

27. REPORTING OF FRAUDS

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

28. AUDIT TRAIL

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

29. COST AUDIT AND COST RECORDS

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

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

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

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

30. SECRETARIAL AUDIT

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

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

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

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

31. SECRETARIAL STANDARDS

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

32. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION

FUND (IEPF)

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

33. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

34. RISK MANAGEMENT

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

35. SAFETY & WELLBEING OF WOMEN

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

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

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

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

(a) Number of complaints of sexual harassment received in the financial year 2024-25 – Nil (b) Number of complaints disposed off during the financial year 2024-25 – Nil (c) Number of cases pending for more than ninety days - Nil (d) Number of complaints pending as on end of the financial year 2024-25 – Nil

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

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

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

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

37. ENVIRONMENT AND SAFETY

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

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

38. INDUSTRIAL RELATIONS

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

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

OUTGO

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

40. PUBLIC DEPOSITS

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

41. PARTICULARS OF EMPLOYEES AND REMUNERATION

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

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

43. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 2024-25 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as Annexure - VIII and forming the part of this Report.

44. CAUTIONARY STATEMENT

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

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

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

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

45. OTHER STATUTORY INFORMATION

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

46. ACKNOWLEDGEMENT AND APPRECIATION

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

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

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

On behalf of Board of Directors of Nibe Limited

	sd/-
	Ganesh Ramesh Nibe
	Chairman & Managing Director
	DIN: 02932622
Registered Office:
Plot No. E-2/2, Phase III MIDC Industrial Area,
Nanekarwadi CT, Pune, Chakan,
Khed, Maharashtra, India, 410501
Dated: August 12, 2025
Place: Pune