To
The Members of
Nirmitee Robotics India Limited
Your Directors have pleasure in presenting their Ninth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2025.
The companys financial performance during the financial year 2024-2025 has been drastically increased as compared to previous year. There has been a increase in revenue and profit of the company as compared to the previous year. The Operating results of the company for the year are as under:
(Amt in Lakhs)
Particulars |
31/03/2025 |
31/03/2024 |
||
| Standalone | Consolidated | Standalone | Consolidated | |
Revenue From Operations and Other Income |
897.53 | 897.53 | 501.76 | 604.64 |
Net Profit/Loss before Interest, Depreciation and Tax |
120.87 | 120.87 | 100.48 | (42.10) |
Less: Finance Cost |
24.45 | 24.45 | 21.14 | 22.80 |
Net Profit/Loss before Depreciation and Tax |
96.42 | 96.42 | 79.34 | (64.90) |
Less: Depreciation and amortization for the year |
16.97 | 16.97 | 15.17 | 17.13 |
Net Profit/Loss before exceptional and extraordinary items and tax |
79.45 | 79.45 | 64.17 | (82.03) |
Less: Exceptional Items |
0.00 | 0.00 | 0.00 | 0.00 |
Profit before extraordinary items and tax |
79.45 | 79.45 | 64.17 | (82.03) |
Less: Extraordinary Items |
0.00 | 0.00 | 0.00 | 0.00 |
Profit before tax |
79.45 | 79.45 | 64.17 | (82.03) |
Less: Tax Expenses |
||||
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
i. Current tax expense |
20.00 | 20.00 | 16.25 | 16.25 |
ii. Deferred tax Liability/(Assets) |
(0.77) | (0.77) | (1.36) | (1.36) |
iii. Tax for Earlier years |
0.00 | 0.00 | 0.00 | 0.00 |
Profit/Loss for the period from continuing operations |
60.22 | 60.22 | 49.28 | (96.92) |
Profit/Loss from discontinuing operations |
0.00 | 0.00 | 0.00 | 0.00 |
Tax expense of discontinuing operations |
0.00 | 0.00 | 0.00 | 0.00 |
Profit/Loss from discontinuing operations (after tax) |
0.00 | 0.00 | 0.00 | 0.00 |
Profit/Loss transferred/adjusted to General Reserve |
60.22 | 60.22 | 49.28 | (96.92) |
Basic earnings per equity share |
1.67 | 1.67 | 1.37 | (2.69) |
Diluted earnings per equity share |
1.67 | 1.67 | 1.37 | (2.69) |
COMPANYS AFFAIRS AND RESULT OF OPERATION: (Amt in Lakhs) (Standalone)
The Total revenue of the Company stood at Rs. 897.53 Lakhs in the current year and Rs. 501.76 Lakhs in the previous year. The Company made a net profit of Rs. 60.22 Lakhs for the year ended March 31, 2025 as compared to the net profit of Rs. 49.28 Lakhs in the previous year.
FUTURE OUTLOOK:
The Management is looking for the growth and diversification of the business of Company.
Further, the Management is hopeful that Company will register even higher growth rate in future as the corporate and social community is getting alert towards duct cleaning during the pandemic. The Company is working rapidly and looking forward for opportunities to grab more and more business and clients and the positive results of which will be seen in the coming years.
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
The Composition of Board of Directors as on 31st March, 2025 is as follows;
Sr. No |
Name |
DIN |
Designation |
1. |
Mr. Jay P. Motghare |
07559929 |
Whole Time Director |
2. |
Mr. Kartik E. Shende |
02627131 |
Non-Executive Director |
3. |
Mr. Rajesh N. Admane |
01504366 |
Non- Executive Director |
4. |
Mr. Manish T. Pande |
08712019 |
Independent Director |
5. |
Mr. Pradeep P. Thadani |
08611572 |
Independent Director |
6. |
Mrs. Shweta Motghare |
09756777 |
Woman Director |
The following persons are the Key Managerial Personnel of Company as on 31st March 2025;
Sr. No |
Name |
DIN |
Designation |
1. |
Mr. Jay P. Motghare |
07559929 |
Whole Time Director |
2. |
Mr. Atul Dhawad |
AOYPD8411Q |
Chief Financial Officer |
3. |
Mrs. Neelam Bahlani |
CEBPB5550F |
Company Secretary |
During the financial year, following changes have been occurred;
| Sr No | Name | DIN/PAN | Designation | Appointment / Cessation/ Change in Designation | Date of Appointment/ Cessation/Change in Designation |
NIL |
|||||
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
Note: The Members of the Company, at the Extraordinary General Meeting held on 10th March, 2025, approved the re-appointment of Mr. Manish Tarachand Pande (aged 37 years) DIN:08712019 and Mr. Pradeep Prakash Thadani (aged 42 years) DIN:08611572 as Non- Executive Independent Directors of the Company, each for a second term of 5 (five) consecutive years commencing from 1st March, 2025, in accordance with the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Shweta Jay Motghare, Non-Executive Woman Director (DIN: 09756777), of the Company, retires by rotation and offers herself for re- appointment.
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.
The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company.
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.
Subsequent to the closure of the financial year 2024–25 and up to the date of this Report, there have been no material changes or commitments affecting the financial position of the Company.
The consolidated financial statements of the Company and its subsidiaries for FY 2025 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report.
During the financial year 2024–25, the Companys wholly-owned subsidiary, Nirmitee Robotics AC Maintenance L.L.C., Dubai, was struck off on 15th July 2024. Pursuant to the striking off of the said subsidiary, the Company does not have any subsidiary company as on the date financial year end. The statement containing the salient features of the financial statements of the subsidiary, in accordance with Section 129(3) of the Companies Act, 2013, is provided in Form AOC-1 and forms part of the financial statements as Annexure I.
The dividend policy for the year under review has been formulated taking into consideration growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025.
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the last year.
The Board of Directors in line with the requirement of the act has formed various committees.
The detailed terms of reference of the Committee are available on the website of the Company at https://www.nirmiteerobotics.com/investors /
The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013 and it consists of the following persons;
All the recommendations made by Audit Committee were accepted by the Board of Directors. Further, during the year, Four (4) meetings of the audit committee were held and the details of the same are as follows:
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
| Sr. No | Date of Meeting |
Members Attended |
% of Attendance |
| 1. | 30th May, 2024 |
3 |
100% |
| 2. | 22nd August, 2024 |
3 |
100% |
| 3. | 14th November, 2024 |
3 |
100% |
| 4. | 10th February, 2025 |
3 |
100% |
The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act 2013. The details of the Committee are available on the website of the Company at https://www.nirmiteerobotics.com/investors /and it comprises of following persons;
All the recommendations made by Committee were accepted by the Board of Directors. During the year, Four (4) meeting of the Nomination and Remuneration Committee was held and the details of the same are as follows:
| Sr. No | Date of Meeting |
Members Attended |
% of Attendance |
| 1. | 15th May, 2024 |
3 |
100% |
| 2. | 04th August, 2024 |
3 |
100% |
| 3. | 16th October, 2024 |
3 |
100% |
| 4. | 07th February, 2025 |
3 |
100% |
The Stakeholders Relationship Committee had been duly formed mainly to focus on the redressal of Shareholders/ Investors Grievances if any like Transfer / Transmission / Demat of Shares; Non-receipt of Annual Report; Dividend Warrants; etc.
The details of the Committee is available on the website of the Company at https://www.nirmiteerobotics.com/investors / and it comprises of following persons;
During the year, Four (04) meetings of the Stakeholder Relationship Committee were held and the details of the same are as follows;
| Sr. No | Date of Meeting |
Members Attended |
% of Attendance |
| 1. | 15th April, 2024 |
3 |
100% |
| 2. | 06th July, 2024 |
3 |
100% |
| 3. | 10th October, 2024 |
3 |
100% |
| 4. | 10th January, 2025 |
3 |
100% |
There was no change in committees during the financial year.
Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2025. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors.
The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for FY 2024-25 is available on Companys website at URL https://www.nirmiteerobotics.com/investors/.
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companys website at https://www.nirmiteerobotics.com/investors/
All contracts/ arrangements/ transactions entered by the Company during F.Y. 2024-25 with related parties were on an arms length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders approval under Section 188 of the Act.
All the transactions were in compliance with the applicable provisions of the Act. Given that the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-II.
During F.Y. 2024-25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.
The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act including any amendments thereto for identifying, reviewing approving and
monitoring of RPTs. The said policy is available on the Companys website URL https://www.nirmiteerobotics.com/investors/.
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, do not apply to the Company. Accordingly, these particulars have not been provided.
During the year under review, there was no foreign export of goods and services.
M/s. BPSD & Associates, Chartered Accountants Nagpur (FRN: 118251W), have successfully conducted the statutory audit of Company for the financial year end 31st March, 2025.
M/s BPSD & Associates, Chartered Accountants (FRN: 118251W) were appointed as Statutory Auditors of the Company at AGM held on 25th September, 2021 and they shall be holding their office till the conclusion of AGM relevant to Financial Year 2025-26.
There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.
The notes to accounts referred to in the Auditors Report are self–explanatory and therefore, do not call for any further comments.
The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure- III.
Section 148 of the Companies Act, 2013 is not applicable to the Company.
The Board has appointed M/s Radheshyam Bhattad & Co (Membership No. 102572) as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls w.e.f. 15th February, 2024.
The Company has paid managerial remuneration during the financial year 2024-25 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) as Annexure-IV.
The Companys policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company and the same is available on the Companys website URL https://www.nirmiteerobotics.com/investors/
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.
During the year under review, the Company has not given any loans, guarantees, or made any investments under Section 186 of the Companies Act, 2013. It may be noted that the wholly- owned subsidiary, Nirmitee Robotics AC Maintenance LLC, Dubai, was voluntarily struck off in the previous year. Accordingly, no such transactions have been undertaken during the current financial year.
During FY25, the Company has not given guarantees to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.
The company has not invited/ accepted any deposits from the members as well as public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.
Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y. 2024-25.
The Statutory Auditors have expressed a qualified opinion in their report with respect to reporting Period. Except for the for the below mentioned qualification, the Auditors have not made any other adverse remarks, reservations, or disclaimers in their report.
Qualified opinion on Standalone Annual Financial Results
| Sr No Audit Qualification | Managements View |
| In Note 8 to the Standalone Financial Results (Property, Plant and Equipment), the assets worth Rs. 36.25 lakhs were lying under the head Capital Goods in Transit on account of closure of the wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC. Which were physically received on 19.06.2024 and out of which Rs. | The management acknowledges the Auditors observation regarding the reclassification of assets amounting to Rs. |
| 36.25 lakhs initially recorded under "Capital Goods in Transit" in Note 8 to the Standalone Financial Results. | |
| 1. 18.51 lakhs were apportioned to the respective items of PPE as capital expenditure and apportioned the remaining Rs. 17.74 lakhs as revenue expenditure as the company intends to utilize these items as spares and consumables or in its trading activities as explained and represented by the management even though these items were previously classified under capital goods. Hence, these items are reclassified as revenue. | Upon the closure of our wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, certain capital assets were repatriated and physically received in India on 19.06.2024. Post-receipt, the management conducted a thorough evaluation of the nature and intended usage of these assets. Based on this assessment: Rs. 18.51 lakhs worth of items were identified as eligible for capitalization under |
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
| Property, Plant, and Equipment (PPE) and accordingly apportioned as capital expenditure. | |
| As a result of this, the Profit and Loss Account is understated by Rs. 17.74 Lakhs since the reclassified items are booked under Indirect Expenses and disclosed under Note 21-Other Expenses. | The remaining Rs. 17.74 lakhs comprised items that, due to their nature and the Companys current business requirements, are intended to be used as spares, consumables, or sold as part of the Companys trading operations. These items, while previously classified under capital goods, no longer met the capitalization criteria under applicable accounting standards (AS – 10), and hence were reclassified and treated as revenue expenditure. |
| This reclassification is in line with the Companys prudent accounting policy to reflect the accurate economic substance of transactions and ensure fair presentation of the financial statements. Consequently, the amount of Rs. 17.74 lakhs was expensed under "Indirect Expenses" and disclosed under Note 21 – Other Expenses. | |
| Regarding closure of Subsidiary Related Accounts Following the liquidation of its wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, Dubai, the company has closed all subsidiary related balances in its standalone financial results which are as follows: | The management acknowledges the Auditors qualified opinion concerning the accounting treatment adopted in the Standalone Financial Results following the liquidation of the Companys wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, Dubai. |
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
|
|
| The company had invested AED 3,00,000/- (INR 70.66 Lakhs) in the equity share capital of the wholly owned subsidiary in Dubai, which was previously disclosed in the financial statement and now under Note 10-Long-Term Loans & Advances. Now, pursuant to the closure of the subsidiarys business, the company has written off the value of this investment in the Profit and Loss Account for cause of representing the diminished value of the investment. This has resulted into understatement in profit by the same amount. The management has represented that the value of investment has diminished below its recoverable value, which is practically zero and that the whole amount of such investment is written off in the Profit and Loss Account. | . The Company had invested in the equity share capital of its subsidiary, which was previously disclosed in the financial statements and under Note 10. Given the complete cessation of operations and the formal liquidation of the subsidiary, the management has assessed the recoverable value of this investment to be effectively nil. Consequently, the entire investment amount has been written off in the Profit and Loss Account, resulting in a reduction of the reported profit by the same amount. This treatment follows the principles laid down under (AS – 28), as the investment has lost its economic value due to the winding up of the business and no further recoverability is foreseen. |
| c. The Company had also advanced certain sums to the Director and the company, Nirmitee Robotics AC Maintenance LLC (INR 62.99 Lakhs) which were expended for the purposes incidental to the business activities and closure of the business. Now. pursuant to the closure of the subsidiarys business, the company has written off the value of these advances in the Profit and Loss Account, which has resulted in an understatement in profit by the same amount. The management has represented that on account of liquidation of the subsidiary) these advances are irrecoverable and thus written off in the Profit and Loss Account | c. These advances were utilized to settle local obligations, wind down operations, and meet regulatory and administrative costs in the UAE. Due to the finalization of liquidation proceedings and the absence of any recoverable amounts from these advances, management has taken a prudent view to write them off in the Profit and Loss Account. This write-off reflects the Companys conservative accounting policy by recognizing losses when their recoverability becomes improbable. |
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
Qualified opinion on Consolidated Annual Financial Results
| Audit Qualification | Managements View |
| In Note 8 to the Consolidated Financial Results (Property, Plant and Equipment), the assets worth Rs. 36.25 lakhs were lying under the head Capital Goods in Transit on account of closure of the wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC. Which were physically received on 19.06.2024 and out of which Rs. | The management acknowledges the Auditors observation regarding the reclassification of assets amounting to Rs. 36.25 lakhs initially recorded under "Capital Goods in Transit" in Note 8 to the Standalone Financial Results. |
| 18.51 lakhs were apportioned to the respective items of PPE as capital expenditure and apportioned the remaining Rs. 17.74 lakhs as revenue expenditure as the company intends to utilize these items as spares and consumables or in its trading activities as explained and represented by the management even though these items were previously classified under capital goods. Hence, these items are reclassified as revenue | Upon the closure of our wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, certain capital assets were repatriated and physically received in India on 19.06.2024. Post-receipt, the management conducted a thorough evaluation of the nature and intended usage of these assets. Based on this assessment |
| Rs. 18.51 lakhs worth of items were identified as eligible for capitalization under Property, Plant, and Equipment (PPE) and accordingly apportioned as capital expenditure | |
| . As a result of this, the Profit and Loss Account is understated by Rs. 17.74 Lakhs since the reclassified items are booked under Indirect Expenses and disclosed under Note 21 Other Expenses. | : . The remaining Rs. 17.74 lakhs comprised items that, due to their nature and the Companys current business requirements, are intended to be used as spares, consumables, or sold as part of the Companys trading operations. These items, while previously classified under capital goods, no longer met the capitalization |
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
criteria under applicable accounting standards (AS – 10), and hence were reclassified and treated as revenue expenditure. This reclassification is in line with the Companys prudent accounting policy to reflect the accurate economic substance of transactions and ensure fair presentation of the financial statements. Consequently, the amount of Rs. 17.74 lakhs was expensed under "Indirect Expenses" and disclosed under Note 21 – Other Expenses. |
|
2 . Reserves and Surplus, the company has disclosed an amount of AED 3.00 Lakhs as Foreign Exchange Translation Reserve. This item is subject to verification and reconciliation by the management and review by the Independent Auditor of the Subsidiary Company. We are unable to provide any opinion on the amount pertaining to this item of Foreign Exchange Translation Reserve. |
The holding company had invested and advanced certain sums to the wholly owned subsidiary in Dubai, which is appropriately disclosed in the Notes to Accounts in the current as well as the previous financial results. Following the closure and liquidation of the subsidiary, and after having exhausted all avenues for recovery, the management has determined that no amount is recoverable out of the total amounts invested in / advanced to the subsidiary. In order to reflect the fair position of the business as a whole, the management resolved to disclosed this loss in the consolidated financial statements. The management considers this treatment as appropriate for the understanding and the purpose of the users of the consolidated |
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
| financial statements. | |
3 . Regarding closure of Subsidiary Related Accounts Following the liquidation of its wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, Dubai, the company has closed all subsidiary related balances in its standalone financial results. Consequently, these debit balances and the treatment of these subsidiary related accounts are not reflected in the consolidated financial results due to offsetting with corresponding accounts in the subsidiary company, excepting two debit items which are routed through Profit & Loss Account. However, this is subject to verification and reconciliation by the management and review by the Independent Auditor of the Subsidiary Company |
The holding company had invested and advanced certain sums to the wholly owned subsidiary in Dubai, which is appropriately disclosed in the Notes to Accounts in the current as well as the previous financial results. Following the closure and liquidation of the subsidiary, and after having exhausted all avenues for recovery, the management has determined that no amount is recoverable out of the total amounts invested in / advanced to the subsidiary. In order to reflect the fair position of the business as a whole, the management resolved to disclosed this loss in the consolidated financial statements. |
| The management considers this treatment as appropriate for the understanding and the purpose of the users of the consolidated financial statements. |
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
The Company had 11 Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to ‘Meeting of the Board of Directors has been duly followed by the Company.
Sr. No. |
Date of meeting |
Total No. of Directors on the Date of Meeting | No. of Directors attended | % of Attendance |
1 |
27/04/2024 |
6 | 6 | 100 |
2 |
30/05/2024 |
6 | 5 | 83.33 |
3 |
10/06/2024 |
6 | 5 | 83.33 |
4 |
27/07/2024 |
6 | 5 | 83.33 |
5 |
22/08/2024 |
6 | 6 | 100 |
6 |
24/08/2024 |
6 | 5 | 83.33 |
7 |
16/10/2024 |
6 | 5 | 83.33 |
8 |
14/11/2024 |
6 | 5 | 83.33 |
9 |
27/12/2024 |
6 | 5 | 83.33 |
10 |
25/01/2025 |
6 | 5 | 83.33 |
11 |
07/02/2025 |
6 | 6 | 100 |
As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on March 31st, 2025 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
During the year under review, Annual General Meeting of the Company pertaining to Financial Year 2023-24 was held on 23rd September, 2024.
The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting, has been duly followed by the Company.
During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
There is no revision of financial statement. Hence, it is not applicable to your company.
The Company has not issued any equity shares during the year.
The Company has not issued any equity shares with differential rights during the year under review.
The Company has not issued any sweat equity shares during the year under review.
The Company has not issued any Employee Stock Options during the year under review.
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
The Company does not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.
The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.
The Company has not issued any warrants during the year under review.
The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.
The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records have not been made and maintained.
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-V forming part of this report.
As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
As our company has been listed on Start-up Segment of the SME Platform on BSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company.
Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices
Your Directors state that:
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Framework under which the risks are identified, assessed, monitored and reported as a part of normal business practice.
The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis report is annexed in Annexure- IV.
The Company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://www.nirmiteerobotics.com/
During the financial year 2024–2025, there was no change in the registered office of the Company, which remained at C/o M/s Vithoba Healthcare and Research Private Limited, Plot No. D-3/2, MIDC, Hingna Road, Nagpur, Maharashtra, India, 440028.
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
During the year under review, no woman employee of the Company became pregnant; hence, no situation arose requiring the applicability of maternity benefits under the provisions of the Maternity Benefit Act, 1961.
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
During the financial year under review, there were no application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
During the Financial year under review, there were no one-time settlement of Loans taken from Banks and Financial institutions.
During the year under review, there was no alteration in the capital structure of the Company.
As on 31st March 2025, the Authorised Share Capital of the Company was ?11,00,00,000 (Rupees Eleven Crores Only), divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of ?10/- each. The Paid-up Share Capital of the Company was ?3,60,11,880 (Rupees Three Crores Sixty Lakhs Eleven Thousand Eight Hundred Eighty Only), divided into 36,01,188 (Thirty-Six Lakhs One Thousand One Hundred Eighty-Eight) Equity Shares of
?10/- each.
The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.
In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.
The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.
During the Financial Year 2024-25, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.
The Company Has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
The Company believes in providing safe and harassment free workplace for every individual working in the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the Company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels.
For the current financial year end, no complaint was received by the company.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of Directors
| Sd/- | Sd/- | |
| Jay Prakash Motghare Whole Time Director DIN: 07559929 | Kartik Eknath Shende Non-Executive Director DIN:02627131 | |
Date: 05.09.2025 Place: Nagpur |
Nirmitee Robotics India Limited (L74999MH2016PLC284731) Annual Report 2024-25
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