Nibe Ordnance & Maritime Ltd Directors Report

To

The Members

Nibe Ordnance and Maritime Limited

Mumbai

Your Directors have immense pleasure in presenting their 40 th Boards Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2025.

FINANCIALSUMMARY OR HIGHLIGHTS/PERFORMANCE OFTHE COMPANY

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 summarized financial highlights are depicted below:

The Key highlights of financial performance of the Company for the financial year 2024-25 are tabulated below:

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Income	450.68	1.00	164.97	1.00
Less: Expenditure	291.82	20.92	153.91	20.92
Profit/(Loss) before Tax	158.86	(19.92)	11.06	(19.92)
Tax Expense (including Previous Year Tax Adjustment)	44.46	(0.01)	(0.24)	(0.01)
Profit/(Loss) after Tax	114.40	(19.91)	11.30	(19.91)

STATE OFAFFAIRS OFTHE COMPANY:

During the financial year 2024-25 under review, the total standalone gross revenue was Rs. 164.97 lacs as compared to Rs. 1 lacs of the previous financial year. At consolidated level the Company achieved a gross revenue of Rs. 450.68 lacs as compared to Rs. 1 lacs the in the previous financial year.

During the financial year 2024-25 under review, the standalone profit before tax of the Company was at Rs. 11.06 lacs during the financial year as compared to Rs. (19.92) lacs loss in the previous financial year. The Company earned a consolidated profit before tax of Rs. 158.86 lacs during the financial year as compared to Rs. (19. 92) lacs loss in the previous year.

TRANSFER TO RESERVE

The Company has not transfer any amount to the General Reserve for the financial year 2024-25.

DIVIDEND:

During the financial year 2024-25 under review, the Board does not recommend any dividend for the financial year 2024-25.

SHARE CAPITAL:

The Authorized Share Capital of the Company as on March 31, 2025, was Rs. 13,00,00,000/- (Thirteen Crores only) comprising of 1,30,00,000 (One Crore Thirty Lacs only) equity Shares 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 Share Capital as on March 31, 2025, was Rs. 1,53,13,750 (One Crore Fifty Three Lacs Thirteen Thousand Seven Hundred Fifty Only) consisting of 15,31,375 (Fifteen Lacs Thirty One Thousand Three Hundred Seventy Five) Equity shares of Rs. 10 each fully paid-up.

During the year under review, the Company has issued and allotted 3,31,375 equity shares of face value of Rs. 10/- each at an issue price of Rs. 35/- per equity share (including share premium of Rs. 25/- per equity share) in Right Issue.

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

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

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

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

CHANGES IN THE NATURE OFBUSINESS:

During the financial year under review, the Company has altered its Object Clause and substituted existing Clause to cover business of armament manufacturers in all its branches and particular to manufacture, sell, maintain, repair, and deal in guns, gun carriages, torpedoes, tanks, armoured cars and other vehicles, machine guns, rifles, arms and all descriptions of ordinance, armament, arms, weapons, ammunition, explosives and munitions of war and all component parts, spare parts, equipment thereof and accessories thereto or apparatus for use in connection therewith.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

Nibe Maritime Private Limited (incorporated on 20 th August 2024)

Global Munition Limited (incorporated on 7th April 2024)

Globe Forge Limited (incorporated on 26th April 2024)

Global Premier Limited (Incorporated on 07th March, 2025) - Step down subsidiary.

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 -I 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.anshuni.com under Investor relations tab.

CORPORATE GOVERNANCE

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

ANNUAL RETURN

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

BOARD OF DIRECTORS:

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

DIRECTORSAND KEY MANAGERIALPERSONNEL

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

All Independent Directors have furnished the declarations to the Company confirming 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 and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.

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.

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

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

During the year under review, Mr. Rahul Jhunjhunwala has resigned w.e.f. May 31, 2024 as Director and Chief Financial Officer of the Company, Mr. Goutam Gupta has resigned w.e.f. May 31, 2024 as Director of the Company. The Company has appointed Mr. Rajendra Apte as Chief Financial Officer of the Company w.e.f. February 7, 2025.

During the year under review, Ms. Pooja has resigned w.e.f. May 31,2024 as Company Secretary and Compliance Officer of the Company. In place of Ms. Pooja, the Company has appointed Ms. Poonam Gupta as Company Secretary and Compliance Officer of the Company w.e.f. October 17, 2024.

During the year under review, Ms. Poonam Gupta has resigned w.e.f. March 15, 2025, subsequently the Company has appointed Mr. Mukesh Ranga as Company Secretary and Compliance Officer of the Company w.e.f. May 22, 2025.

As on March 31, 2025 the following are directors of the Company

\u2022 Mr. Mahesh Panwar	: Whole Time Director
\u2022 Mr. Ganesh Ramesh Nibe	: Non Executive, Non Independent Director
\u2022 Mr. Venkateswara Gowtama Mannava	: Non Executive, Non Independent Director
\u2022 Mrs. Shilpa Ajay Bhatia	: Non Executive, Independent Director
\u2022 Mr. Bhagwan Krishna Gadade	: Non Executive, Independent Director
\u2022 Mr. Soonil V Bhokare	: Non Executive, Independent Director
\u2022 As on date the Company has the following persons as 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
\u2022 Mr. Mahesh Panwar	: Whole Time Director
\u2022 Mr. Rajendra Apte	: Chief Financial Officer
\u2022 Mr. Mukesh Ranga	: Company Secretary & Compliance Officer

MEETINGS OF THE BOARD OF DIRECTORS :

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board business. During the year, 6 (Six) Board Meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. Detailed of Board Meeting held during the financial year ended on March 31, 2025 are as under:

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

AUDIT COMMITTEE:

Terms of Reference:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. These broadly includes

(i) Develop an annual plan for Committee (ii) review of financial reporting processes, (iii) review of risk management, internal control and governance processes, (iv) discussions on quarterly, half yearly and annual financial statements, (v) interaction with statutory, internal auditors, (vi) recommendation for appointment, remuneration and terms of appointment of auditors and (vii) risk management framework concerning the critical operations of the Company.

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

Matter included in the Directors Responsibility Statement.

Changes, if any, in the accounting policies.

Major accounting estimates and significant adjustments in financial statement.

Compliance with listing and other legal requirements concerning financial statements.

Disclosures in financial statement including related party transactions,

Qualification in draft audit report.

Scrutiny of inter-corporate loans & investments.

Managements Discussions and Analysis of Companys operations.

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

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

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

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

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

Composition:

All members of the Audit Committee are financially literate and they have accounting or related financial management expertise. During the year under review, The Audit Committee was re constituted on April 3, 2024. As on March 31, 2025, Mr. Bhagwan Gadade is the Chairman of the Audit Committee and Mr. Ganesh Nibe and Mr. Soonil Bhokare are the members of the Committee. Details of the Meeting held during the year and attended the members are as under;

Date of Committee Meeting	Mr. Bhagwan Gadade	Mr. Soonil Bhokare	Mr. Ganesh Nibe
29.05.2024	\uf0fc	\uf0fc	\uf0fc
12.08.2024	\uf0fc	NA	\uf0fc
17.10.2024	\uf0fc	NA	\uf0fc
07.02.2025	\uf0fc	NA	\uf0fc
31.03.2025	\uf0fc	NA	\uf0fc

NOMINATION& REMUNERATIONCOMMITTEE:

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

Terms of Reference:

The Committee is empowered:-

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

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

Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Boards overall performance;

Conduct Annual performance review of WTD and CEO and Senior Management Employees;

Administration of Employee Stock Option Scheme (ESOS);

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

Composition:

All members of the Committee are Non-Executive Directors. During the year under review, the Nomination & Remuneration Committee was re-constituted on April 3, 2024. As on March 31, 2025, Mr. Soonil Bhokare was the Chairman of the

Committee. Mr. Bhagwan Gadade, Ms. Shilpa Ajay Bhatia and Mr. Venkateswara Gowtama Mannava were the Members of the Committee. Details of the Meeting held during the year and attended the members are as under;

STAKEHOLDERSRELATIONSHIPCOMMITTEE:

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

Terms of Reference:

The terms of reference of the Committee includes the following:

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

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

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

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

Overview activities relating to share maintenance and related work.

Composition:

During the year under review, the Stakeholders Relationship Committee was re-constituted on April 3, 2024.As on March 31, 2025, Mr. Soonil Bhokare was the Chairman of the Committee. Mr Bhagwan Gadade, Mr. Mahesh Panwar and Mr. Venkateswara Gowtama Mannava were the Members of the Committee. Details of the Meeting held during the year and attended the members are as under;

DECLARATION BY INDEPENDENT DIRECTORS

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS :

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

INDEPENDENT DIRECTORS MEETING

During the financial year ended on March 31, 2025, the Companys Independent Directors Meeting was held on March 29, 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

DIRECTORS REMUNERATION POLICYAND CRITERIAFOR MATTERS UNDER SECTION 178

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

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of its Committees.

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

The Certificate of Non Disqualification of Director is annexed at Annexure -V to this Annual Report.

PARTICULARS OFLOANS, GUARANTEES OR INVESTMENTS:

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

VIGILMECHANISM/WHISTLE BLOWERPOLICY:

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

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

RELATED PARTY TRANSACTIONS:

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 material Related Party Transactions. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is attached herewith as Annexure -II

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 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 Website: i.e. https:// www.anshuni.com/

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.

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OFTHE COMPANY:

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

MATERIALCHANGESAND COMMITMENTS IFANYAFFECTINGTHE FINANCIALPOSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OFTHE FINANCIAL YEAR OF THE COMPANY WHICH THE FINANCIAL STATEMENTS RELATEAND THE DATE OFREPORT:

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

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:

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;

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

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;

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

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

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

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.

AUDITORS:

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 39 th AGM held on September 21, 2024 for the term of Five years i.e.; from the conclusion of 39 th Annual General Meeting till the conclusion of 44 th Annual General Meeting to be held in 2029.

AUDITORS REPORT:

The report of the Statutory Auditors for the financial year ended on March 31, 2025 along with Notes and Schedules thereto is enclosed to this Annual Report. The observations made in the Auditors Report are self-explanatory and therefore, do not call for any further comments. The Auditors Report does not contain any qualification, reservation, or adverse remark except below:

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 amounting to Rs. 64.13 lakhs to subsidiaries.

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.

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	0.21
Income Tax Demand for AY 2011-12	0.28

Response: The Company has filed waiver application for reversal of the penalty and hope that the department will pass the order in favor of the Company.

The Income tax Demand for AY 2011-12 is under dispute and the will be resolved at earliest.

FRAUDS REPORTED BYAUDITOR:

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

COSTAUDITOR

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

COST RECORDS

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

SECRETARIALAUDIT:

The Board has at its meeting held on August 12, 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 Report does not contain any qualification, reservation, disclaimer or adverse remark, except the below which is self explanatory:

Ms. Pooja, Company Secretary resigned on May 31,2024 , and Ms. Poonam Gupta was appointed on 17th October, 2024 as Secretary of the Company , which is beyond the period of 3 months. Accordingly, the Company paid a penalty for the delay in compliance

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

INTERNALAUDITOR:

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

INTERNALCONTROLSYSTEMSAND THEIRADEQUACY:

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 on March 31, 2025.

The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting as defined under section 143 of the Act. for the financial year ended on March 31, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS2 (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.

TRANSFER OFAMOUNTS TO INVESTOR EDUCATIONAND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

RISK MANAGEMENT POLICY:

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

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

PROTECTION OFWOMEN AGAINST SEXUALHARASSMENT:

The Company promotes a work environment that ensures every employee is treated with dignity and afford 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
1.	Manjusha Ganesh Nibe	Presiding Officer
2.	Gangatai S. Buke	External Member
3.	Neelam Dharadwarkar	Member
4.	Tanaya Kshirsagar	Member
5.	Vaishnavi Paymode	Member
6.	Surekha Balaji	Member
7.	Rajendra Apte	Member
8.	Ravindra K Sinha	Member
9.	Mayuri Baviskar	Member

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

Number of complaints of sexual harassment received in the financial year 2024-25 ?€“ Nil

Number of complaints disposed off during the financial year 2024-25 ?€“ Nil

Number of cases pending for more than ninety days - Nil

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

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

HUMANRESOURCES:

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

CONSERVATION OFENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31 st March, 2025 is given below:

Conservation of Energy

The steps taken or impact on conservation of energy;

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

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

The capital investment on energy conservation equipments: There is no capital investment made by the Company on energy conservation equipments.

Technology Absorption

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

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

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

The expenditure incurred in Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

There are no Foreign Exchange Earnings and outgo during the Financial Year 2024-25.

PUBLIC DEPOSITS:

Your Company has not accepted or renew any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2024-25.

PARTICULARS OF EMPLOYEES:

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

RATIO OFREMUNERATION OFEACH DIRECTOR TO THE MEDIAN REMUNERATION OFTHE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2024-25.

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

BUSINESS RESPONSIBILITY REPORT

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

MANAGEMENTS DISCUSSIONAND ANALYSIS REPORT:

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

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

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

PREVENTION OF INSIDER TRADING:

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

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

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

The Company has a code of conduct for all its Board members and senior management personnel which is available on https://www.anshuni.com/

DETAILS OFINVESTORS GRIEVANCES/ COMPLAINTS

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31 st March, 2025 are NIL.

LISTING STATUS OFTHE COMPANY:

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

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

DEMATERIALIZATION OFSHARESAND LIQUIDITY:

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

SHARE TRANSFER SYSTEM

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

CAUTIONARYSTATEMENT

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.

GENERALCONFIRMATIONS

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:

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.

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

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.

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.

By Order of the Board of Directors For Nibe Ordnance and Maritime Limited (Formerly known as Anshuni Commercials Limited)

Place: Mumbai	sd/- Mahesh Panwar Whole-time Director	sd/- Ganesh Ramesh Nibe Director
Dated: August 11, 2025	DIN: 06702073	DIN: 02932622
Registered Office: 202, C-Wing, Windfall, Sahar Plaza Complex, J B Nagar Marol, M. V. Road, Andheri (East), Mumbai, Maharashtra.