Nimbus Projects Ltd Directors Report

The financial results of the Company for the financial year ended March 31, 2025 are summarized below for your consideration:

(Rs. in Lakh)

Notes:

a) Standalone Results of Operation: During the financial year under review, your Companys standalone revenue from operationsis Rs. 151.12 Lakh as compared to revenue of Rs.586.98 Lakh in the last year. The standalone loss of your Company is Rs. 1274.92 Lakh as compared to the profit of Rs. 513.96 Lakh in the last year.

b) Consolidated Results of Operation: During the financial year under review, your Company has consolidated its Financial Statement w.r.t. to Subsidiaries viz N.N. Financial Services Private Limited, Pelican Realty Ventures Private Limited, its partnerships firms (IITL-Nimbus, The Express Park View & IITL-Nimbus, The Palm Village and IITL-Nimbus, The Hyde Park, Noida) and Associate Companies viz. Capital Infraprojects Private Limited, Brothers Trading Private Limited, Nimbus (India) Limited and World Resorts Limited.

Due to change in accounting policies, IITL-Nimbus, The Express Park View and IITL-Nimbus, The Palm Village, the Joint partnership firms of the Company wherein the Company holds 95% of partners capital contribution, the financial statements of these firms have been consolidated like subsidiaries.

The Company has recorded a consolidated revenue from operations of Rs. 17829.71 Lakh in the current financial year as compared to revenue of Rs. 717.75 Lakh in the last year. The consolidated profit of your Company is Rs. 6367.50 Lakh in the current financial year compared to the profit of Rs. 9312.14 Lakh in last financial year.

The individual performance of these subsidiaries, firms and associate companies has been discussed under the relevant head of this report.

BUSINESS OVERVIEW OF THE COMPANY

The Company is engaged in construction of residential flats through Special Purpose Vehicles (SPVs) and these SPVs have been allotted plots of land on long term lease, under Builders Residential Scheme (BRS) of the New Okhla Industrial Development Authority (NOIDA), Greater Noida Industrial Development Authority (GNIDA) and Yamuna Expressway Authority (YEA). The total lease hold area allotted to the Company along with SPVs is around 2,65,000 sq. meters and the projects are under various stages of construction.

NEW PROJECT UNDERTAKEN BY THE COMPANY

M/s Sunworld Residency Private Limited (‘SRPL) have been allotted a piece of land over Plot No GH-01/C, Sector-168, Noida Distt. Gautambudh Nagar, Uttar Pradesh covering an area of 40,221.26 sq. mtrs of land by Noida Authority. Lease Deed of the said land was registered on 01/09/2010 at the office of Sub Registrar Noida. SRPL commenced the development & construction of the project on the said plot under the name & style of "Sunworld Arista" in accordance with the sanction plans approved by the Authority. However, due to several business challenges, including unfavorable market conditions & financial constraints SRPL was unable to continue with the development of phase-2 of the project having RERA Regn No. UPRERAPRJ11625 consisting of Towers 5,7,8,9 & club of the project. Area under Development is 10957 Sq. Mtrs. The development of project had been stalled & suspended since from a long time and SRPL was exploring potential means to revive the stalled project. Nimbus Projects Limited agreed to acquire the project in respect to the development & sales rights over the undeveloped portion of the project consisting of Towers 5,7,8,9and club havingRERA Reg.no. UPRERAPRJ11625. On04.10.2024, Joint Development Agreement with SRPL was executed in the terms of legacy stalled scheme policy dated July 2023, formulated by the Amitabh Kant Committee & sanctioned by the Govt. of Uttar Pradesh. The Agreement was registered before the Sub Regsitrar-1, Gautam buddha Nagar NOIDA Authority in its 215th Board Meeting held on 26/10/ 2024 recognized the Company to complete the stalled project of SRPL at plot no. GH01/C, Sector-168, Noida. Further Noida Authority vide letter no. NOIDA/MU.VA.NA/2024/III-268/270 dated 11/11/2024 has extended the validity of approved map & layout up to 23/01/2030. Pursuant to Authority approval, Company jointly with Sunworld Residency Private Limited filed an application before Real Estate Regulatory authority, Lucknow for adding the name of the company as promoter in the project and to extend the end date of the project up to 23.01.2030. RERA vide Letter dated 19.07.2025 recognized Nimbus Projects Limited as a Co-Promoter in the Project "Sunworld Arista (Ph-2, T-5,7,8,9) Club. Further RERA vide Letter dated 22.07.2025 extendedthe end date of the project upto 23.01.2030 & directedthat Nimbus Projects Limited shallact as a Lead Promoter in the project and shall be responsible to Develop the Project.

PROJECTS DEVELOPED BY THE COMPANY

a) EXPRESS PARK VIEW- I

TheCompany is pleased to deliver its very first project namely"Express Park View"situated at Plot 10B,Sector CHI V, Greater Noida. Flats are being delivered to the allottees and the process of execution of Sub-Lease Deed in favour of the allottees is in progress and till March 31, 2025 the Company has executed 304 Sub-Lease Deeds in favour of the respectiveallottees. This Project consists of 332 flats in totality, which is completely sold out as on 31.03.2025.

b) THE HYDE PARK

Inpartnership withIITL Projects Limited, the Companyhas jointly developed the project"The HydePark". IITL Projects Limited has made an exit from the partnership on 16.01.2024. Nimbus Propmart Private Limited has been admitted as a newpartner in the partnership firm "M/s. IITL-Nimbus, The Hyde Park, Noida w.e.f 16.01.2024 sharing 50:50 profit/ loss in the firm. The Hyde Park, Noida, offers a prime location with convenient access to a metro station, an expressway, shopping complexes, an educational hub, and a hospital. It is surrounded by a large cluster of upscale housing projects on one side and green areas on the other. Spanning across an area of approximately 60,348.53 square meters in Sector 78,Noida, this projectcomprises a totalof 2,092flats. Theconstruction of theentire project is finished, and thecompletion certificate has been obtained for the 23 residential towers and a commercial complex. The possession of flats and commercial shops is currently underway, with 2,091 flats & 58 shops already sold out and out of which 2091 flat owners and 58 shop owners havetaken physical possession. As of March 31, 2025 the firm has executed 2,054 Sub-Lease Deeds in favor of the allottees.

Additionally, the maintenance of common areas and facilities has been entrusted to the Resident Welfare Association, established in accordance with the provisions of the Societies Registration Act, 1860.

c) THE GOLDEN PALMS

The Golden Palms, located in Noida, boosts several major highlights including its proximity to the IT corridor, malls, and a golf course. Living at Golden Palms offers a luxurious lifestyle with a wide range of amenities, surrounded by 80% greenery adorned with various palms, flowers, hedges, and ground cover. The project occupies a leasehold area of approximately 39,999.76 square meters and is situated at Plot No - GH - 01/E, Sector 168, Noida. It comprises approximately 1,403 flats & 52 commercial shops of various sizes, including studio apartments.

The construction of the entire project is completed, and the necessary completion certificate has been obtained for the 13 residential towers, which also include a commercial area. The possession of flats and commercial shops is currently in full swing. As of March 2025, the Company has sold 1,393 flats and 49 shops and out of which 1393 flat owners and 48 shop owners have taken physical possession of their flats & shops. Furthermore, as of March 31, 2025, the Company has executed 1,291 sub-lease deeds in favour of the allottees.

Additionally, the maintenance of common areas and facilities has been entrusted to the Resident Welfare Association, established in accordance with the provisions of the Societies Registration Act, 1860.

d) THEEXPRESS PARK VIEW II

In partnership with IITL Projects Limited, the Company has jointly been developing the project "The Express Park View-II". IITL Projects Limited has made an exit from the partnership on 06.10.2023. Nimbus Propmart Private Limited has been admitted as a new partner in the partnership firm "M/s. IITL-Nimbus, The Express Park View w.e.f 06.10.2023 sharing profit/ loss of the firm in the ratio of their capital contribution in the firm. In this project, a total of 10 towers (High Rise) have been constructed by the firm, and Completion Certificate for all the ten towers has been duly received from Competent Authority. The project comprises of total no. of 1320 flats out of which 1266 flats has been sold out till March, 2025 and 1258 allottees have taken possession of flats till March 31, 2025. As on 31st March 2025 firm has executed 1211 Sub-Lease Deed in favour of the allottees.

The commercial area in the project in the name of "The Park Street" consists of 39 Commercial Shops which are 100% sold out till March 31, 2024. The commercial area is separately registered as independent project under Real Estate (Regulation &Development) Act, 2016. The registration no. of the project is UPRERAPRG180127. The firm has obtained the completion certificate for the same from the competent authority.

The firm has, on March 31, 2021, had launched the Low Rise Apartments in the Project. It is separately registered as independent project under Real Estate (Regulation & Development) Act, 2016. The Registration No. of the project is UPRERAPRG555694. The extended date of Completion of the Project is January 23, 2025. Firm has applied for completion certificate. The projects consist of 16 Low rise Towers (G+4) having 310 Low rise apartments. Firm has already booked 243 flats in the project till March 31, 2025.

e) NIMBUS THE PALM VILLAGE

In collaboration with IITL Projects Limited, the Company has jointly been developing the project "Nimbus the Palm village". IITL Projects Limited has made an exit from the partnership on 16.10.2023. Nimbus Propmart Private Limited has been admitted as a new partner in the partnership firm "M/s. IITL-Nimbus, The Palm Village w.e.f 16.10.2023 sharing profit/loss of the firm in the ratio of their capital contribution in the firm at any time.

The layout plans of the project has been approved by the competent authority (YEIDA). Other necessary permissions have been obtained from the concerned departments. The firm has also obtained the RERA Registration No. from UP-RERA vide Registration No. UPRERAPRJ558356/04/2024 dated 17.04.2024. The booking of flats/shop in the project is open for sale in market.

Nimbus The Palm Village is located at Yamuna expressway which offers a prime location near to upcoming Noida international airport, well connected to the Delhi-Mumbai Expressway. The project is located opposite to International cricket stadium & F1 & Moto GP Track.

The project offers 474 Nos of 3 BHK flats, majority with an approx. size of 1128 sq. fts carpet area in 48 elegant independent floors, constructed within a low rise G+4 structure and 702 Nos of One BHK Flats, majority with an approx. size of 248 sq. fts carpet area in 2 majestic High Rise Towers of 13 floors each. Project also offers 44 shops of various sizes. Firm has booked 810 flats in the project till March 31, 2025.

PROJECTS DEVELOPED BY SUBSIDIARY COMPANY, i.e. PELICAN REALTY VENTURES PRIVATE LIMITED

Pursuant to scheme of arrangement, M/s. Pelican Realty Venture Private Limited, a company incorporated under The Companies Act, 1956 having its registered office at 1, Signature Apartment,Amirtha Garden, Chinna kottakuppam Vanur Taluk, Vanur, Villupuram, Vanur, Tamil Nadu, India, 605104 has now become the subsidiary of Nimbus Projects Limited. Pelican Realty Ventures Private Limited is engaged in the business of real estate activity and is developing a Residential Township Project in Puducherry as "Pelican Belfort Extension( Sri Garuda Avenue)".

The project "Pelican Belfort Extension (Sri Garuda Avenue)" is situated near Mahatma Gandhi Medical College & Research Institute, a well known institution in Puducherry. The layout is located in between three Highways on three sides and adjacent to Bahour (lake), a tourist spot making the township in demand. The project is approved by the Puducherry Planning Authority & is registered with Puducherry Real Estate Regulatory Authority. Under the project the company is selling residential & other plots of varying sizes. The Total Project area approved by authority is 98,120.94 Sq. mts of Land. Total No. of plots in the project are 394 aggregating to 68,826.41 sq. mts of Land. Road area of 21786.43Sqm and OSR area of 7508.10 sq. mts has been gifted to Bahour Commune Panchayat. During the financial Year 2024-25 the company has sold 36 plots aggregating to 62737 Sqft of plot area. The Development of the Layout which includes STP Lines, Electricity Poles & lines and Road work are in Process. The layout is in good demand and the Company look forward to complete sale of all plots in the near future.

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

Your Directors has decided not to recommend any dividend for the financial year ended March 31, 2025. For the year under review, the Company is not required to transfer any amount to any reserve.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years.

Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, the Company was not required to file any form with the Ministry of Corporate Affairs during the year under review.

As on March 31, 2025, the authorized share capital of the Company was Rs. 45,00,00,000/- (Rupees Forty-Five Crore only) consisting of:

i) Rs. 25,00,00,000 (Rupees Twenty-Five Crore) consisting of 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs.

10/- (Ten) each; and

ii) Rs. 20,00,00,000 (Rupees Twenty Crore) consisting of 2,00,00,000 (Two Crores) Preference Shares of Rs. 10/- (Ten) each.

As on March 31, 2025, the issued, subscribed and paid capital of the Company was Rs. 30,49,30,000/- (Rupees Thirty Crore Forty-Nine Lakh Thirty Thousand Only) consisting of :

i) Rs. 10,83,80,000/- (Rupees Ten Crore Eighty-Three Lakh Eighty Thousand Only) comprising 1,08,38,000 (One Crore Eight Lakh Thirty-Eight Thousand) Equity Shares of Rs. 10/- (Ten) each fully paid – up; and

ii) Rs. 19,65,50,000/-(Rupees Nineteen Crore Sixty-Five Lakh Fifty Thousand Only) comprising 1,96,55,000 (One Crore Ninety-Six Lakh Fifty-Five Thousand) Zero % Non–Cumulative, Non-Convertible, Non- Participating, Preference Shares of Rs. 10/- (Ten) each fully paid-up.

Pursuant to order passed by Honble National Company Law Tribunal, New Delhi Bench and Honble National Company Law Tribunal, Kolkata Bench dated January 23, 2025 and April 07, 2025 respectively, sanctioning the Scheme of Arrangement for Amalgamation of Gupta Fincaps Private Limited ("Transferor Company 1"), UrvashiFinvest Private Limited ("Transferor Company2"), Intellectual Securities Private Limited("Transferor Company 3"), HappyGraphics and ExhibitionPrivate Limited ("Transferor Company 4"), Link Vanijya Private Limited ("Transferor Company 5"), Dynamo Infracon Private Limited ("Transferor Company 6"), Pushpak Trading & Consultancy Private Limited ("Transferor Company 7"), Mokha Vyapaar Private Limited ("Transferor Company 8"), Padma Estates Private Limited ("Transferor Company 9") with Nimbus Projects Limited ("Transferee Company") underSection 230 – 232of the CompaniesAct, 2013, the Authorized share capital of all the Transferor Companies has been clubbed with that of the Company.

The post-merger the revised Authorized Share Capital of the Company is Rs. 97,21,00,000/- (Rupees Ninety- Seven Crores Twenty-One Lakh only) consisting of:

(a) Rs. 77,21,00,000/- (RupeesSeventy-Seven Crores Twenty-One Lakhs Only) divided into 7,72,10,000 (Seven Crores Seventy-Two Lakh Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

(b) Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crore) Preference Shares of Rs. 10/-(Rupees ten) each.

Pursuant to scheme of arrangement, the Company has allotted 84,80,735 Equity Shares on May 16, 2025 to the shareholders of transferor companies. After the scheme become effective, the issued, subscribed, paid-up preference share capital of Rs 19,65,50,000/-(Rupees Nineteen Crore Sixty-Five Lakh Fifty Thousand Only) consisting of 1,96,55,000 (One Crore Ninety-Six Lakh Fifty-Five Thousand) Zero % Non–Cumulative, Non- Convertible, Non-Participating, Preference Shares Rs. 10/-(Rupees Ten) each fully paid up has been cancelled. The corporate action in this regard is under process.

The post-merger revised issued subscribed and paid-up Share Capital of the Company is Rs. 19,31,87,350/- (Rupees Nineteen Crore Thirty One Lakhs Eighty Seven Thousand Three Hundred Fifty only) consisting of:

1,93,18,735 (One Crore Ninety Three Lakhs Eighteen Thousand Seven Hundred Thirty Five) Equity Shares of Rs. 10/-(Rupees Ten) each.

During the year under review, the Company has neither issued shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.

As on March 31, 2025, 93.33 % of the Companys total equity paid up capital representing 1,01,13,489 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc, shall be carried out in dematerialized form only. The Company requests the shareholders who hold shares in physical form to get their shares dematerialized.

The Companys equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the year 2024- 25 has been paid to stock exchange.

i. In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the tenure of Mr. Bipin Agarwal, Director (DIN: 00001276) is liable to retire by rotation at the ensuing Annual General Meeting. He, being eligible, seeks his re- appointment as Director at the 32^nd Annual General Meeting of the Company. The Nomination and Remuneration Committee has also reviewed his candidature for re-appointment as a Director liable to retire by rotation. The Nomination and Remuneration Committee and the Board while considering his appointment have checked the declarations of Mr. Bipin Agarwal that he is not debarred from holding the office by virtue of any Order of MCA/SEBI or any other authority.

Your directors based on the recommendation of Nomination and Remuneration Committee recommends his reappointment as a director liable to retiring by rotation. The Board recommends an Ordinary Resolution for your approval.

ii Further, pursuant to Sections 152,196,197,203 of the Companies Act, 2013 ("the Act") read with Schedule V and other applicable provisions of the Act, your Directors, on the recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Mr. Bipin Agarwal as Managing Director designate him ‘Chairman & Managing Director of the Company for a period of three (3) years w.e.f. August 31, 2025 at such terms including remuneration as stipulated in the Notice of 32^nd Annual General Meeting. The Nomination & Remuneration committee and the Board while considering his re- appointment have checked the declaration of Mr. Bipin Agarwal that he is not debarred from holding the office by virtue of any MCA/SEBI Order or any other authority. The Board recommends a Special Resolution for your approval.

iii During the year, Mr. Surinder Singh Chawla (DIN: 00398131) and Ms. Anu Rai (DIN: 07132809) have completed their second consecutive terms as Independent Directors of the Company and consequently ceased to be the Directors of theCompany from the close of the business hours on September 27, 2024 and on March 27, 2025, respectively.

iv During the year, on recommendation of the Nomination & Remuneration Committee and the Board, the shareholders of the Company at the 31^st Annual General Meeting has appointed Mr. Deepak Kumar Lath (DIN: 00341732) and Ms. Aradhana Singh (DIN: 10019212) as Independent Directors of the company for a term of five consecutive years w.e.f. September 27, 2024 to September 26, 2029 by way of passing Special Resolutions.

v Mr. Sahil Agarwal (DIN: 06406139) was appointed as an Additional Director (Non-Executive, Non- Independent) w.e.f. February 10, 2025. On March 29, 2025, the Shareholders of the Company has regularized the appointment of Mr. Sahil Agrawal as a Non-Executive Non-Independent Director of the Company by way of an ordinary resolution passed through postal ballot.

Further, Mr. Sahil Agarwal resigned from the position of Non-Executive Non-Independent Director of the Company on April 21, 2025 due to his pre-occupation and other personal commitments.

B. KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act, 2013:

*Ms. Ritika Aggarwal was appointed as Company Secretary and Compliance Officer w.e.f. June 25, 2024.

#Ms. Nisha Sarayan, resigned the post of Company Secretary and Compliance Officer on April 16 2024, owing to her pre- occupation.

In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, Mr. Debashis Nanda, Mr. Deepak Kumar Lath, Ms. Aradhana Singh are the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and regulations 16(1)(b) of the SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

All Independent Directors of the Company have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs (IICA) and possess proficiency certificates.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

10. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 11 (Eleven) Board meetings were held and the gap between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of Boards composition and the attendance of each director during the financial year 2024-25 are given in the corporate governance report forming a part of this Annual Report.

11. COMMITTEES OF THE BOARD

The Board has 3 (Three) Committees i.e. the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee as on March 31, 2025.

The Board at its meeting held on August 12, 2024 has dissolved the Committee of Independent Directors from August 12, 2024.

A detailed note on composition of the Committees including their terms of reference has been provided in the Corporate Governance Report forming a part of this Annual Report. The composition and term of reference of all the Committee(s) of the Board are in line with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

12. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2024-25 as per the provisions of Section 164 and 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

13. PUBLIC DEPOSITS

During the year under review, your Company did not invite /accept any deposits from public in terms of provisions of Section 73of the Companies Act, 2013, read with the Companies(Acceptance of Deposits) Rules, 2014and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for financial year ended March 31, 2025 with the Registrar of Companies (ROC).

14. INSURANCE

The Companys properties including building, plant and machinery, stocks etc. have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, investments, guarantees etc. covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 are mentioned in the notes forming part of the Financial Statements.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company entered into the transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules,2014 and provisions of the SEBI (LODR) Regulations, 2015, all of which were entered in the ordinary course of business and at arms length basis. However, no materials Related Party Transactions were entered into by the Company which might have any potential conflict with the interests of the Company.

During the year under review, all Related Party Transactions were prior-approved by the Audit Committee. All repetitive Related Party Transactions along with the estimated transaction value and terms thereof were approved by the Audit Committee under "Omnibus Approval" before the commencement of financial year and thereafter reviewed them quarterly. The Board also reviewed and approved the transactions with related parties on the recommendation of the Audit Committee. The Company has a Board approved policy on dealing with Related Party Transactions and the same has been uploaded on the Companys website at:

https://www.nimbusprojectsltd.com/uploads/codes_policies/Revised_Policy_on_materiality_of_Related_Party_Transactions_and_on_dealing_with_Related_Party_Transactions_18_02_2025.pdf

Thedetails on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 areset out in Note No. 47 & 48 to the Standalone and Consolidated Financial Statements forming a part of this Annual Report.

The FormAOC - 2pursuant toSection 134(3)(h)of the Companies Act, 2013 read with Rule8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure- I" to this report.

17. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has identified risks that may threaten its existence. The Company has framed a Risk Management Policy. The main objective of the Risk Management Policy of the Company is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The policy establishes a structured and disciplined approach to risk management and guide decision making on risk related issues.

The Company identifies all strategic, operational and financial risks that the Company faces, internally and externally by assessing and analyzing the latest trends in risk information available and uses them to plan for risk management activities.

Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015, the Company is not required to constitute a Risk Management Committee.

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Companys code of conduct. To this effect, the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for necessary action. The details of such policy are available on the website of the Company.

During the year under review, there were no complaints received under the mechanism.

19. HOLDING & SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES

At the beginning of financial year, the Company has two associate companies:

For the financial year under review, the following changes have taken place in subsidiary / associates:

Pursuant to the final orders passed by the Honble National Company Law Tribunal (NCLT), Delhi Bench on January 23, 2025 read with February 25, 2025, and by the Honble NCLT, Kolkata Bench on April 07, 2025, the Scheme of Amalgamation for the merger of Gupta Fincaps Private Limited (‘Transferor Company 1), Urvashi Finvest Private Limited (‘Transferor Company 2), Intellectual Securities PrivateLimited (‘Transferor Company 3),Happy Graphics And Exhibition Private Limited (‘Transferor Company 4), Link Vanijya Private Limited (‘Transferor Company 5), Dynamo Infracon Private Limited (‘Transferor Company 6), Pushpak Trading & Consultancy Private Limited (‘Transferor Company 7), Mokha Vyapaar Private Limited (‘Transferor Company 8), Padma Estates Private Limited (‘Transferor Company 9) with Nimbus Projects Limited (‘Transferee Company), was duly approved. Although the Appointed Date of the Scheme is April 01, 2022, the approvals were received during the financial year January 23, 2025 and April 07, 2025. Consequently, Forms INC-28 were filed by the Transferor Companies on May 06, 2025 and by the Transferee Company on May 14, 2025, giving effect to the amalgamation.

In accordance with applicable accounting standards and regulatory provisions, the consolidated financial statements as on March 31, 2025 have been prepared to reflect the impact of the merger from the Appointed Date i.e 01.04.2022. As a consequence of the amalgamation, the following company has become a subsidiaries and associates of Nimbus Projects Limited:

a) N.N. Financial Services Private Limited - Material Subsidiary b) Pelican Realty Ventures Private Limited - Subsidiary c) Brothers Trading Private Limited - Associate d) Nimbus (India) Limited - Associate e) World Resorts Limited - Associate

20. STATEMENT CONTAININGSALIENT FEA TURES OFSUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

During the financial year under review, pursuant to scheme of arrangement, the following companies have become subsidiaries of the Company:

i) N.N. Financial Services Private Limited (‘NNF) is a material subsidiary of the Company wherein the Company holds 66.16% of equity shares. NNF is a Delhi based company engaged in financial activities.

ii) Pelican Reality Ventures Private Limited (‘PRVPL) is a subsidiary of the Company wherein the Company holds 99.80% of equity shares. PRVPL is a Chennai based company engaged in real estate activities.

The individual performance of the subsidiaries is as follow:

A. Subsidiaries:

B. Joint Venture Partnership Firms, wherein the company has controlling partnership stake: The following are performance of the partnership firms:

C. Associate Companies:

i) Capital Infraprojects Private Limited (‘CIPL) is an associate company of the Company wherein the Company holds 50% equity shares in CIPL. CIPL is a Delhi based company engaged in real estate activities.

ii) Further, pursuant to scheme of arrangement, the following companies have become Associate Companies of the Company:

a) Brothers Trading Private Limited (‘BTPL) is an associate company of the Company wherein the Company holds 49.96% Equity shares in BTPL. BTPL is a Kolkata (West Bengal) based RBI registered Non-Banking Financial Company (NBFC) engaged in loans and investments activities.

b) Nimbus (India) Limited (‘NIL) is an associate company of the Company wherein the Company holds 42.69% equity shares in NIL. NIL is a Delhi based RBI registered Non-Banking Financial Company (NBFC) engaged in loans and investments activities.

c) World Resorts Limited (‘WRL) is an associate company of the Company wherein the Company holds 25.32% (directly and indirectly) equity shares in WRL. WRL is a Delhi based company engaged in hospitality sector.

The individual performance of the associate companies are as follows:

The consolidated profits of the Company have increased upon consolidation of financial statements of subsidiary companies, partnership firms and associate companies as compared to standalone loss of the Company.

A statement containing salient features of the financial statements of associate companies, pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached herewith and forming a part of this Annual Report as "Annexure-II".

Further, during the period between 01.04.2022 to 31.03.2025, Madhusudan Construction & Infrastructure Private Limited and Hepta Developer Private Limited, a step down subsidiary ceased to be subsidiaries.

The policy for determining material subsidiaries of the Company is available on the Companys website at: https:// www.nimbusprojectsltd.com/uploads/codes_policies/REVISED_POLICY_ON_MATERIAL_SUBSIDIARY_18_02_2025.pdf

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Pursuant to Scheme of Arrangement for amalgamation of Gupta Fincaps Private Limited (‘Transferor Company 1), Urvashi Finvest Private Limited (‘Transferor Company 2), Intellectual Securities Private Limited (‘Transferor Company 3), Happy Graphics and Exhibition Private Limited (‘Transferor Company 4), Link Vanijya Private Limited (‘Transferor Company 5), Dynamo Infracon Private Limited (‘Transferor Company 6), Pushpak Trading & Consultancy Private Limited (‘Transferor Company 7), Mokha Vyapaar Private Limited (‘Transferor Company 8), Padma Estates Private Limited (‘Transferor Company 9) (‘Transferor Companies) with Nimbus Projects Limited ("Transferee Company"/ "the Company") and their respective shareholders and creditors sanctioned by the Honble NCLT, New Delhi Bench vide its order dated 23.01.2025 read with 25.02.2025 and Honble NCLT, Kolkata Bench vide its order dated 07.04.2025 ("the Scheme of Arrangement"/ "the Scheme"), the company has shown Rs.10600.92 Lakh under "Shares Pending Allotment" in the financial statements as on March 31, 2025.

In terms of the scheme, the Company has allotted 84,80,735 equity shares to the eligible shareholders ofthe Transferor Companies as on May16, 2025 in accordance with the share exchange ratio stipulated in the scheme.

22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Honble National Company Law Tribunal, New Delhi Bench ("NCLT Delhi") and Honble National Company Law Tribunal, Kolkata Bench ("NCLT Kolkata") had passed the orders dated January 23, 2025 read with 25.02.2025 and April 07, 2025 respectively, sanctioning the Scheme of Arrangement for Amalgamation of Gupta Fincaps Private Limited ("Transferor Company 1"), Urvashi Finvest Private Limited ("Transferor Company 2"), Intellectual Securities Private Limited ("Transferor Company 3"), Happy Graphics and Exhibition Private Limited ("Transferor Company 4"), Link Vanijya Private Limited ("Transferor Company 5"), Dynamo Infracon Private Limited ("Transferor Company 6"), Pushpak Trading & Consultancy Private Limited ("Transferor Company 7"), Mokha Vyapaar Private Limited ("Transferor Company 8"), Padma Estates Private Limited ("Transferor Company 9"), with Nimbus Projects Limited ("Transferee Company"/ "the Company") ("Scheme") under the provisions of Section 230 - 232 of the Companies Act, 2013 and the Rules made thereunder.

23. HUMAN RESOURCES

Employees are vital and most valuable assets of the Company and we have created a favorable work environment in our organization. During the year under review, there were 8 (Eight) employees on the Companys payroll and industrial relations during the year under review remained cordial.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is engaged in real estate activity which is not a power intensive sector. In view of the nature of activities, the particulars as prescribed under Section 134(3)(m) of the CompaniesAct, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under review.

26. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL ANDEMPLOYEES

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements Section 178 of the Companies Act, 2013 read with the Rules made thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The details relating to the Committee are given in the Corporate Governance section forming a part of the Board Report.

The details of the remuneration of directors, key managerial personnel and employees in terms of Section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure- III" to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of rupees one crore two lakh or more. Further, during the year under review, there was no employee of the Company employed for a part of year who was in receipt of remuneration of rupees eight lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2024-25 and held by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

The Company has not granted any loan to its employees for purchase of its own shares pursuant to Section 67 of the Companies Act, 2013.

Furthermore, a list of top ten employees in terms of remuneration drawn during the financial year 2024- 25 is annexed with the report as "Annexure- IV".

27. AUDITORS AND AUDITORS REPORT

i. STATUTORY AUDITORS

At the 28^th Annual General Meeting held on 30^th September 2021, M/s. Oswal Sunil & Co., Chartered Accountants (FRN:016520N) were re-appointed as Statutory Auditors of the Company to hold office from conclusion of the 28^th Annual General Meeting till the conclusion of the 33^rd Annual General Meeting of the Company to be held in 2026. Further, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

ii. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and on recommendation of Audit Committee, the Board, at its meeting held on May 30, 2024, has appointed Mr. Kapil Dev Vashisth, (Membership No. F 5898, Certificate of Practice No. 5458), a peer reviewed Company Secretary in Practice as a Secretarial Auditors of the Company for the financial year 2024-25.

Further, in terms of Regulation 24A of SEBI Listing Regulations read with SEBI notification dated December 12, 2024, and Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on recommendation of Audit Committee, the Board recommends his appointment for a period of five years, i.e., from April 1, 2025 to March 31, 2030, to the Shareholders of the Company at the ensuing AGM.

iii. INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, your directors had re-appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN: 026112N) as Internal Auditors for financial year 2024-25.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the management and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

iv. COST AUDITORS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Rules made there under, the provisions of maintenance of cost records and the provisions of cost audit are not applicable to your Company.

v. AUDITORS REPORT

a) The Auditors Reports on Standalone Financial Statement: The standalone Auditors Reports on standalone financial statement for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. Further, the report readtogether with the notes on accountsare self–explanatory andtherefore, in theopinion ofthe Directors, do not call for any further explanation. The Auditors Report is enclosed with the financial statements in this Annual Report.

b) Boards Comment on the Auditors Reports on Consolidated Financial Statement: The Board has examined the ‘emphasis of matter mentioned in the consolidated audit report on the Consolidated Financial Statement of the Company for the financial year ended 31^st March, 2025 w.r.t Capital Infraprojects Private Limited, an Associate Company.

The Board of Directors of the Company noted the reply provided by the Associate Company to the auditors qualifications in the financial statement as on 31^st March, 2025 of the Capital Infraprojects Private Limited and the Board forwards the follows replies based on the reply received from the associate company:

Auditors Comments:

Boards Reply:

The management is exploring opportunities for new venture and is engaged in discussions with various parties to explore joint development opportunities for the real estate projects. In addition to exploring joint development opportunities, the management team is actively pursuing potential ventures for the development of new real estate project by itself. The management assures that the Company is a going concern and is actively engaged in commencing new real estate ventures.

Auditors Comments:

Boards Reply:

The management of the company is expected to generate profit by undertaking new/ allied activities to pay off the current liabilities towards redemption of preference shares. Further, Company with the consent of preference & equity shareholders extended the time period of redemption of preference shares for a further period of one year. This period is still subsisiting.

c) The Secretarial Auditors Report (Form MR-3) for the financial year 2024-25 is enclosed as "Annexure V" to the Boards Report. The Secretarial Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

d) As per Regulation 24A of the SEBI (LODR) Regulations, 2015, N.N. Financial Services Private Limited, has been identified as Unlisted Material Subsidiary of the Company for financial year 2024-25 and accordingly the Company is annexing the Secretarial Audit Report (Form MR-3) of N.N. Financial Services Private Limited as "Annexure-VI". The Secretarial Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

e) As required by the SEBI (LODR) Regulations, 2015 a certificate on compliance conditions on Corporate Governance is enclosed as "Annexure-VII" and Certificate issued on qualification/ disqualification of Directors is enclosed as "Annexure-VIII" . The certificates for financial year 2024-25 do not contain any qualification, reservation or adverse remark.

f) Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 a Secretarial Compliance Report issued by Mr.

Kapil Dev Vashisth, Practicing Company Secretary, was filed by the Company to the stock exchanges within prescribed time for the financial year 2024-25. A copy of the certificate is enclosed as "Annexure-IX" to the Boards report. The observations made by the PCS was duly replied therein.

28. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

29. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules framed thereunder for Corporate Social Responsibility (CSR) are not applicable to your Company.

30. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

31. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors of the Company state that:

a) in the preparation of the annual accounts for the financial year ending March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 2 of the annual financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and losses of the Company for that period;

c) they have taken proper and sufficient 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) annual financial statements have been prepared on a going concernbasis;

e) proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

32. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations, 2015, a Management Discussion & Analysis Report, for the financial year under review, is presented in a separate section forming a part of the Annual Report. This report is annexed herewith as "Annexure-X".

33. SCHEME OF AMALGAMATION

The Board in its meeting held on September 28, 2022 has approved the draft scheme of arrangement for amalgamation of Gupta Fincaps Private Limited, Urvashi Finvest Private Limited, Intellectual Securities Private Limited, Happy Graphics And Exhibition Private Limited, Link Vanijya Private Limited, Dynamo Infracon Private Limited, Pushpak Trading & Consultancy Private Limited, Mokha Vyapaar Private Limited, Padma Estates Private Limited (hereinafter collectively referred as Transferor Companies) with the Nimbus Projects Limited (Transferee Company).

The scheme of arrangement for amalgamation was filed under the provisions of Sections 230 to 232 of the Companies Act, 2013 providing for amalgamation of Gupta Fincaps Private Limited, Urvashi Finvest Private Limited, Intellectual Securities Private Limited, Happy Graphics And Exhibition Private Limited, Link Vanijya Private Limited, Dynamo Infracon Private Limited, Pushpak Trading & Consultancy Private Limited, Mokha Vyapaar Private Limited, Padma Estates Private Limited (hereinafter collectively referred as Transferor Companies) with the Nimbus Projects Limited (Transferee Company) on December 16, 2023 before the Honble National Company Law Tribunal (NCLT), Delhi. Further, the NCLT vide its order dated February 20, 2024, directed with the meetings of equity shareholders of the Nimbus Projects Limited and dispensed with the requirement of holding preference shareholders and creditors meetings of the Nimbus Projects Limited and shareholders and creditors meetings of the other Delhi based Companies.

As members are aware, a meeting of equity shareholders was convened on May 25, 2024 vide NCLT order dated February 20, 2024. Further, the Chairman appointed by the Honble National Company Law Tribunal (NCLT), Delhi has filed a report to NCLT.

Subsequently, the Company filed a Second Motion Petition with the Honble National Company Law Tribunal, New Delhi (‘NCLT) on June 04, 2024 through its order dated June 14, 2024, and thereafter held on September 24, 2024 and November 19, 2024, In which Order was reserved and thereafter Order is pronounced on January 23, 2025.

Further, the scheme of arrangement for amalgamation was filed under the provisions of Sections 230 to 232 of the Companies Act, 2013 providing for amalgamation of Intellectual Securities Private Limited, Happy Graphics And Exhibition Private Limited, Link Vanijya Private Limited, Pushpak Trading & Consultancy Private Limited, Mokha Vyapaar Private Limited, Padma Estates Private Limited (hereinafter collectively referred as Transferor Companies) with the Nimbus Projects Limited (Transferee Company) on December 22, 2023 before the Honble National Company Law Tribunal (NCLT), Kolkata. Further, the NCLT vide its order dated March 13, 2024, dispensed with the meetings of equity shareholders, creditors of Kolkata based Companies.

Subsequently, the Company filed a Second Motion Petition with the Honble National Company Law Tribunal Kolkata (‘NCLT)bench on May 16, 2024, thereafter hearing was held on July 10, 2024, August 02, 2024, September 13, 2024, November 19, 2024 and March 28, 2025 in which Order was reserved and thereafter Order is pronounced on April 07, 2025.

The scheme has become effective upon filing of e- forms INC-28 by all transferor companies on May 06, 2025 and by the transferee company (Nimbus Projects Limited) on May 14, 2025.

34. CORPORATE GOVERNANCE

A separate section on Corporate Governance practices followed by your Company, as stipulated under Regulation 34(3) read with Schedule V(C) of the SEBI (LODR) Regulations, 2015, is annexed as "Annexure - XI" to this report.

A certificate issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary regarding compliance of conditions of corporategovernance as stipulated under Schedule V(E) of the SEBI (LODR) Regulations, 2015 is annexed with this report.

35. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your directors state that duringthe year under review, pursuantto the Sexual Harassment of Womenat Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company was not required to constitute an Internal Complaints Committee. Further, during the year under review, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details are as follows:

(a) number of complaints of sexual harassment received in the year - Nil (b) number of complaints disposed off during the year - Nil (c) number of cases pending for more than ninety days – Nil

36. CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive work environment to all of its employees. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013).

The Board at its Meeting held on August 12, 2025, has formulated a policy for the Company for prevention of sexual harassment. The policy is available on the website of the Company at:

https://www.nimbusprojectsltd.com/uploads/codes_policies/Policy_on_prevention_of_Sexual_Harassment_POSH_of_women_at_workplace.pdf

Further, the Board has constituted an Internal Complaint Committee on August 12, 2025. The Committee has following composition:

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All women employees are eligible for maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the letter and spirit of the legislation.

38. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2024-25 is uploaded on the website of the Company and the same is available on:

https://www.nimbusprojectsltd.com/annual-return

39. BOARD POLICIES/CODES

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the details of the policies/codes approved and adopted by the Board are uploaded on Companys website:

https://www.nimbusprojectsltd.com/codes-policies

40. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, your Company has adopted familiarization programs for Independent Directors and other directors to familiarize them with the Company, their role, rights, responsibilities, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Companys business model enabling them to contribute effectively. The details of familiarization programs may be accessed on the website of the Company, at: https://www.nimbusprojectsltd.com/familiarization-programmes

41. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP

Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV of the Companies Act, 2013 the Nomination & Remuneration Committee (NRC) shall specify the manner for effective evaluation of performance of the Board, its committees, individual directors and key managerial personnel(KMP). The evaluation can be carried out by the Board or by the NRC or by independent agency. The NRC shall review its compliance. Further, Schedule IV of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations, 2015 state that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

SEBI (LODR) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. SEBI vide Circulars has issued a Guidance Note on Board Evaluation for Listed Companies.

The performance evaluation of the Board as a whole, its committees, all Directors and Key Managerial Personnel (KMPs) for the financial year 2024-25, was conducted based on the criteria and framework adopted by the Nomination & Remuneration Committee. The evaluation process has been further explained in the Corporate Governance report. The Board approved and took note of the evaluation results as collated by the Nomination and Remuneration Committee.

42. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

TheCompany has put in place, an internal financial control system, within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to ensure the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance of various internal control and other regulatory/statutory compliances.

All Internal Audit findings and control systems are periodically reviewed by the Audit Committee, which provides strategic guidance on internal control.

For the financial year ended March 31, 2025, your directors are of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating effectively and no material weakness exists.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 AND SETTLEMENT OF LOAN, IF ANY

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions.

44. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investors information such as financial results, policies/codes, disclosures and project updates are made available on the Companys website (www.nimbusprojectsltd.com) on a regular basis.

45. ACKNOWLEDGEMENT

Your Directors express their sincere gratitude to the shareholders, banks, financial institutions, business associates, stakeholders,and the Central and State Government authorities for their continued trust,co- operation, and support extended to the Company.

The Board also places on record its deep appreciation for the consistent commitment, hard work, and dedication of the employees at all levels, which has been instrumental in the Companys performance and growth.

The Directors look forward to the continued support and confidence of all stakeholders in the future journey of the Company.