NILE Ltd Directors Report

To

The Members,

Your directors take pleasure in presenting the 41^stAnnual Report on the operations of your Company and the Audited Accounts for the financial year ended 31 ^st March, 2025, together with the Auditors Report thereon.

Financial Results:

Your Companys results for the year, and the comparative figuresfor the previous year, are given below in a summarized format: a) Standalone: (Rs. in Lakhs)

Particulars	2024-25	2023-24
Net Sales	91,930.17	83,762.26
Other Income	57.78	26.12
Total Revenue	91,987.95	83,788.38
Profit before interest and depreciation	5,862.22	4,648.34
Less: Interest	107.61	114.60
Depreciation	291.36	285.44
Profit before exceptional & extraordinary items and tax	5,463.25	4,248.30
Profit before Tax	5,463.25	4,248.30
Profit after Tax	4,083.38	3,159.96
Add/less: Other Comprehensive Income	-38.70	-2.09
Total Comprehensive Income	4,044.68	3,157.87
Add: Opening balance in Statement of Profit & Loss	20,964.73	17,896.91
Amount available for appropriation	25,009.41	21,054.78
Appropriations:
Transfer to General Reserve	0	0
Dividend on equity shares	120.08	90.06
Dividend Distribution Tax on Interim Dividend	0	0
Surplus/(Deficit) carried to Balance Sheet	24,889.33	20,964.73

Note: Previous years figures are regrouped and presented wherever necessary. b) Consolidated: (Rs. in Lakhs)

Particulars	2024-25	2023-24
Net Sales	91,958.25	83,762.38
Other Income	12.49	19.39
Total Revenue	91,970.74	83,781.77
Profit before interest and depreciation	5,636.20	4,629.55
Less: Interest	220.70	118.93
Depreciation	386.23	292.94
Profit before exceptional & extraordinary items and tax	5,029.27	4,217.68
Profit before Tax	5,029.27	4,217.68
Profit after Tax	3,634.34	3,115.51
Add/less: Other Comprehensive Income	-38.70	-2.09
Total Comprehensive Income	3,595.64	3,113.42
Add: Opening balance in Statement of Profit & Loss	20884.17	17,860.81
Amount available for appropriation	24,479.81	20,974.23
Appropriations:
Transfer to General Reserve
Dividend on equity shares	120.08	90.06
Dividend Distribution Tax on Interim Dividend
Surplus/(Deficit) carried to Balance Sheet	24,359.73	20,884.17

Note:Previousyearsfiguresare regrouped and presented wherever necessary.

Dividend:

Your directors declared and paid dividends for the financial year as per the following details:

Dividend	Date of declaration	Amount per share	Paid in
Interim Dividend	7thNovember,2024	Rs 4/- (40%)	December 2024

Your directors wish to inform you that no further dividends will be paid for the 2024-25 financial year.

Transfer to Reserves:

No amount is proposed to be transferred to the reserves of the Company.

Operations:

Operations of the Companys three divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 89,008 lakhs as against Rs. 83,069 lakhs in the previous year, an increase of 7.15%

Windmills:

The entire wind energy generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The total revenue was Rs.34 lakhs against Rs.37 lakhs in the previous year.

Trading:

This year, the Trading Division recorded sales of Rs.2,888 lakhs.

Total:

The combined turnover of the Company, thus, was Rs.91,930 lakhs for the year under review, as against Rs. 83,762 lakhs for the previous year.

Capital Structure:

There is no change in the capital structure during the year.

Particulars of loans, Guarantees, security, and Investments:

The Company gave a loan of Rs. 19.98 Crores @ 6.87% rate of interest to Nile Li-Cycle Private Limited, a wholly owned subsidiary of the Company for project works. Corporate Guarantee was given to Axis Bank against the project loan taken by Nile Li-Cycle Private Limited. No security is given by the Company to which provisions of sections 185 and 186 of the Companies Act, 2013 are applicable. The Company has complied with the provisions of sections 185 and 186 of the Companies Act 2013 with respect to investments in wholly owned subsidiaries as disclosed in notes to accounts.

The Company provided a Corporate Guarantee up to an aggregate sum of Rs 10 Crores on behalf of its wholly-owned subsidiary, namely, Nile Overseas Enterprise FZE, to Amalgamated Metal Trading Ltd (AMT) for the purpose of hedging against the physical trading of Lead on the London Metal Exchange (LME).

SUBSIDIARY COMPANIES:

Nile Li-Cycle Private Limited:

A separate statement containing the salient features of the financial statements of the subsidiary companies in

Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended, and is attached in Annexure A.

Nirmalya Extracts Private Limited:

Your Company subscribed to 10,000 Equity shares @ 10 each.

Your company has decided to put on hold the planned foray into the plant extract and phytochemical space through its wholly owned subsidiary: Nirmalya Extracts Private Limited. This is because of increased competition in the space, lack of sufficient raw material availability, and expected long gestation period for the project. A separate statement containing the salient features of the financial statements of the subsidiary companies in

Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended, and is attached in Annexure A.

Nile Overseas Enterprise FZE:

During the year, your Company incorporated a Wholly Owned Subsidiary Company in Jebel Ali Freezone, Dubai viz. Nile Overseas Enterprise FZE and subscribed to 40 Equity shares @ 1,00,000 AED each on 11^th April, 2025. A separate statement containing the salient features of the financial statements of the subsidiary companies in

Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 as amended, and is attached in Annexure A.

Eco Metal Trading FZCO:

Your Wholly Owned Subsidiary Company i.e.Nile Overseas Enterprise FZE incorporated one Subsidiary Company (51% shareholding) in Jebel Ali Freezone, Dubai viz. Eco Metal Trading FZCO, on 16^th April, 2025.

The financial statements of the said subsidiary will be available only after 31st March, 2026. Therefore, the particulars of financial statements as required under

Form AOC-1 are not applicable for the FY 2024-25.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under the SEBI (LODR) Regulations, 2015. A report on Corporate

Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Integrated Management System (IMS): i) ISO 45001:2018 OHSMS (Occupational Health and Safety Management System) has been successfully implemented and its requirements updated in the Integrated Management System documentation. ii) The certification audit for the new ISO 45001:2018

OHSMS and the Surveillance Audit for the existing ISO 9001:2015 and ISO 14001:2015 have been successfully completed by URS Certifications Limited in May 2025. iii) The certificates of registration for the ISO 45001:2018 standard have been received for both plants and head from URS Certifications Ltd. iv) Management Programs for further improving the productivity, environmental aspects and OHSMS aspects have been successfully implemented during the year.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in the ‘Management Discussion and Analysis Report enclosed hereto, which forms an integral part of this Report (Refer Annexure-C). Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Energy consumption continues to show a downward trend due to the active involvement of all employees.

B. Technology Absorption:

The existing technology in use has been fully absorbed, and no new technology adoption measures were initiated during the year.

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned: (Rs. in Lakhs)

Particulars	2024-25	2023-24
a) Foreign Exchange earnings on exports	140.90	46.93
b) Foreign Exchange used on account of:
i) Foreign Travel	21.29	6.79
ii) Professional Charges	49.20	16.59
iii) Subscription charges	18.79	4.84
iv) Others / Director sitting Fees	1.17	-
v) Legal Fee	-	-
vi) CIF value of imports of raw material & others	4513.35	4907.66
vii) Part Advance for Import of Goods	544.96	142.59
viii) Investment in subsidiary company	39.91	-

Directors & Key Managerial Personnel:

Mrs. Vuyyuru Rajeswari will retire by rotation at the ensuing annual general meeting, and, being eligible, offers herself for re-appointment and continuation of Directorship as a Non-Executive Director of the Company from the day she attains the age of 75 years i.e., 15.09.2026.

Smt. Shanti Sree Bolleni was appointed as an Independent Director of the company with effect from 13th August,

2024.

Mr.S V Narasimha Rao, Mr. Suketu Harish Shah, and Mr. Sridar Swamy completed their second term as Independent Directors of the Company on 29^th September, 2024.

Dr. Yeswanth Nama Venkateswwaralu resigned as an Independent Director of the Company with effect from 24 ^th December, 2024.

Sri Vuyyuru Ramesh was re-appointed as Executive Chairman of the Company with effect from 12^th August, 2025 and his re-appointment will be tabled at the Annual General Meeting to be held on 30^th September, 2025.

Statutory Auditors:

Statutory Auditors M/s. Gokhale & Co., Chartered Accountants, Hyderabad, having Firm Registration No.000942S, hold office from 37 ^th Annual General meeting held on 30^th September, 2021 till the conclusion of the 42^nd Annual General Meeting.

The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute Chartered Accountants of India, and further confirmed their eligibility for re-appointment.

Cost Auditor:

Pursuant to the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendations of Audit Committee, Board of Directors at their meeting held on 6th August, 2025 re-appointed Sri G Madhavaiah, (Membership No:13220) as Cost Auditor of the Company for the financial year 2025-2026. A resolution seeking ratification of remuneration payable to the Cost Auditor to conduct a cost audit for the financial year

2025- 26 has been included in the notice convening 41^stAGM of the Company. The necessary consent letter and certificate of eligibility were received from the cost auditor confirming his eligibility to be re-appointed as the Cost Auditor of the Company.

Secretarial Auditors:

The Board of Directors of the Company, based on the recommendation of the Audit Committee, proposes the appointment of Sri V. Mohan Rao, Practicing Company Secretary (Peer Review

Certificate No. 3197), as the Secretarial Auditor of the Company. The Company has received a written consent, an eligibility letter, and other documents necessary declarations and confirmations from Sri V.

Mohan Rao, stating that he satisfy the criteria provided under Section 204 of the Companies Act, 2013 read with regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. If approved by the Members, the appointment of Sri V. Mohan Rao, Practicing Company Secretary as the Secretarial Auditor will be for a period of five consecutive years commencing from the conclusion of 41^st Annual General Meeting till the conclusion of the 46^th Annual General Meeting.

Secretarial Audit Report:

Pursuant to the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendations of the Audit Committee, the Board of Directors have appointed Sri V. Mohan Rao, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial years 2025-26 to 2029-30 subject to the shareholders approval in its 41^st AGM. The consent letter and certificate of eligibility were received from Sri V. Mohan Rao, confirming his eligibility for the appointment. The Secretarial Audit Report for the Financial Year 2024-25 issued by Sri V Mohan Rao in the prescribed Form MR-3 is enclosed with this Report.

Annual Secretarial Compliance Report:

A Secretarial Compliance Report for the financial year ended March 31, 2025 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Sri V. Mohan Rao, Practicing Company Secretary, and submitted to the stock exchange.

Postal Ballot:

During the year under review, no postal ballot resolutions were passed.

Compliance with Secretarial Standards on Board and Annual General Meeting:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Number of meetings of the Board:

Details of the same are disclosed in the Corporate Governance Report.

Declaration of Independence:

All the Independent Directors have affirmed their compliance with the criteria for Independence as provided in Section 149(6) of the Companies Act, 2013.

Risk Management Policy:

The Board has adopted, and is implementing, a suitable Risk Management Policy for the Company which identifies therein different elements of risk which may threaten the existence of the Company.

Annual return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at NILE-Annual Return 2024-25.

Deposits:

No deposits under Chapter V of the Companies Act, 2013 were accepted or renewed during the year.

Composition of Audit Committee and Vigil Mechanism/Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3) (e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014:

Refer Annexure D

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Refer Annexure E

Annual Report on Corporate Social

Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014:

Refer Annexure F

Performance Evaluation:

The Board evaluated the effectivenessof its functioning, and that of the Committees and of individual Directors. The Board sought the feedback of Directors on various parameters such as:

Degree of fulfillment of key responsibilities

Clarity on the functional requirements of the

Directors on the Board as well as on the Committees

Co-operation between the Directors

Quality and dynamics of the relationship between Management and Independent Directors. The Chairman met each of the Directors individually, and obtained the feedback.

The Directors then discussed these inputs, and also reviewed the performance of the Directors, and the Committees as well as the Board as a whole.

There was consensus that the performances of the Directors, the Committees, and the Board were entirely satisfactory. There was also satisfaction regarding the co-operation and co-ordination among the Directors.

The Directors resolved to continue to guide the Company in the path of growth, with a social conscience.

Employees:

A statement showing names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said rules is provided in "Annexure G". However, as per the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company during working hours up to the date of the 41^st Annual General Meeting.

No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company had complied with the provisions related to Maternity Benefit Act. 1961.

Directors Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Companys website at the link: http://www. nilelimited.com/policies.html. All related party transactions entered into during FY 2024-25 were on an arms length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the

Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is attached in Annexure B.

Prevention of Insider Trading:

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons and their Immediate Relatives along with the Code of Fair Disclosures.

Designated Person for furnishing or providing information to the Registrar of Companies with respect to beneficial interest in shares of the company:

Pursuant to Rule 9 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Board of Directors of the Company designated Company Secretary of the Company for furnishing or providing information to the Registrar of

Companies with respect to beneficial interest in shares of the company.

Particulars of Significant/Material orders passed, if any:

During the year under review, there were no significant and/or material orders passed by any

Regulator/ Court/ Tribunal which could impact the going concern status of the Company and its operations in the future

Certificate of Non disqualification of Director under Regulation 34(3) of SEBI (LODR)

The Company has obtained the below certificate from Sri V. Mohan Rao, Practicing Company Secretary, confirming that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) The Members, Nile Limited I V. Mohan Rao, Practicing Company Secretary, have examined the relevant registers, records, forms, returns, and disclosures received from the Directors of Nile Limited having CIN: L27029AP1984PLC004719 and having

Registered Office at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati

Dist. AP- 517520 (herein after referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause 10(i) of the

Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

In my opinion and to the best of my information and according to the verifications(including Directors Identification

Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the

Company and its officershereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2025, have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

Sl. No. Name of Director	DIN	Date of appointment Company in the
1. Vuyyuru Ramesh	00296642	19-12-1984
2. Sandeep Vuyyuru Ramesh	02692185	14-08-2011
3. Vuyyuru Rajeswari	00845598	30-09-2014
4. Kadiri Ramachandra Reddy	00042172	22-03-2024
5. Venkateswarlu Jonnalagadda	00051001	12-08-2021
6. Shanti Sree Bolleni	07092258	13-08-2024

Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification.This certificate is neither an assurance as to the future viability of the Company nor of the which the management has conducted the affairs of the Company.

	Sd/-
	V. Mohan Rao
Place: Hyderabad	M No: 6967; CP No: 5559
Date: 6th August, 2025	UDIN-F006967G000951229