Your Directors have pleasure in presenting their Eighth Annual Report on the Business and
Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The company’s financial performance during the financial year 2023-2024 has been slightly
decreased as compared to previous year. There has been a slight decrease 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)

2. STATE OF COMPANY’S AFFAIRS, RESULT OF OPERATION AND FUTURE
OUTLOOK:

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COMPANY’S AFFAIRS AND RESULT OF OPERATION: (Amt in Lakhs) (Standalone)

The Total revenue of the Company stood at Rs. 501.76 Lakhs in the current year and

Rs. 538.25 Lakhs in the previous year. The Company made a net profit of Rs. 49.28 Lakhs

for the year ended March 31, 2024 as compared to the net profit of Rs. 62.53 Lakhs in the

previous year.

Innovation. Experience. Excellence

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.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a Composition of Board of Directors:

The Composition of Board of Directors as on 31^st March, 2024 is as follows;

b Key Managerial Personnel:

The following persons are the Key Managerial Personnel of Company as on 31^st March 2024;

c. Change in Director and KMP:

During the financial year, following changes have been occurred;

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Kartik Eknath Shende, Non-Executive Director
(DIN: 02627131) of the Company, retires by rotation and offers himself for re- appointment.

e. Independent Directors:

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.

4. DISCLOSURE BY DIRECTORS:

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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.

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5. CODE OF CONDUCT:

Innovation. Experience. Excellence

The Company has laid down a code of conduct for all Board members and Senior
Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel
have affirmed compliance with the code of conduct.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END
OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate and
the date of this report.

7. CONSOLIDATED FINANCIAL STATEMENT:

The consolidated financial statements of the Company and its subsidiaries for FY 2024 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 Auditor’s Report thereon form part of this Annual Report.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company has a wholly-owned subsidiary in the name of “Nirmitee Robotics AC
Maintenance LLC” in Dubai. Pursuant to Section 129(3) of the Act, a statement containing
the salient features of the financial statements of the subsidiary companies is attached to the
financial statements in Form AOC-1 attached as Annexure I.

Note: The Company in its Board Meeting held on 21^st February 2024, has passed a resolution
about the closure/striking off of wholly-owned subsidiary viz, Nirmitee Robotics AC
Maintenance L.L.C.

9. DIVIDEND:

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, 2024.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

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.

11. COMMITTEES OF BOARD:

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/.

A. Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Companies Act, 2013 and

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it consists of the following persons;

1. Mr. Rajesh Admane - Chairman

2. Mr. Manish Pande - Member

3. Mr. Pradeep Thadani - Member

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:

B. Nomination and Remuneration Committee:

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;

1. Mr. Pradeep Thadani - Chairman

2. Mr. Kartik Shende - Member

3. Mr. Manish Pande - Member

All the recommendations made by Committee were accepted by the Board of Directors.
During the year, Three (3) meeting of the Nomination and Remuneration Committee was
held and the details of the same are as follows:

C. Stakeholder Relationship Committee:

The Stakeholder’s 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;

1. Mr. Rajesh Admane - Chairman

2. Mr. Jay Motghare - Member

3. Mr. Kartik Shende - Member

During the year, Four (04) meetings of the Stakeholder Relationship Committee were held
and the details of the same are as follows;

D. Change in committees:

There was no change in committees during the financial year.

12. BOARD EVALUATION:

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, 2024. As part of the
evaluation process, the performance of Non- Independent Directors, the Chairman and the

Board was conducted by the Independent Directors. Excellence

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.

13. EXTRACT OF ANNUAL RETURN:

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 2023-24 is
available on Company’s website at URL https://www.nirmiteerobotics.com/investors/.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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
Company’s website at https://www.nirmiteerobotics.com/investors/

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2023-24 with
related parties were on an arm’s 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

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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. 2023-24, 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 Company’s website URL
https://www.nirmiteerobotics.com/investors/.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 foreign export of goods and services which
amounted to Rs. 32,51,829.45/-. The foreign exchange loss of Rs. 2,18,330/- due to the
difference between the exchange rate on the transaction date and the settlement date which is
duly debited to the profit and loss account in accordance with the provisions of AS - 11.

I". AUDITORS:

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a. Statutory Auditors:

M/s. BPSD & Associates, Chartered Accountants Nagpur (FRN: 118251W), have
successfully conducted the statutory audit of Company for the financial year end 31^st March,
2024.

Innovation. Experience. Excellence

M/s BPSD & Associates, Chartered Accountants (FRN: 118251W) were appointed as
Statutory Auditors of the Company at AGM held on 25^th 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.

b. Secretarial Auditor:

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.

c. Cost Auditor:

Section 148 of the Companies Act, 2013 is not applicable to the Company.

d. Internal Auditor:

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. 15^th February, 2024.

Further, CA Kasturi Panchawatikar (Membership No. 186682) has resigned from the post of
Internal Auditor of the Company w.e.f. 31^st December 2023.

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18. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2023-24 and the
details of the same are disclosed in Management Discussion and Analysis Report (MDAR) as
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19. REMUNERATION POLICY:

The Company's 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 Company’s website URL https://www.nirmiteerobotics.com/investors/

20. REPORTING OF FRAUD BY AUDITOR:

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 Board’s report.

21. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has given long-term loan and advances and has
made investment under Section 186 of the Companies Act, 2013 and the details of which are
mentioned below:

During FY24, the Company has not given guarantees to any of its subsidiaries, joint ventures,
associates companies and other body corporates and persons.

Innovation. Experience. Excellence

22. DEPOSITS:

The company has not invited/accepted any deposits from the members as well as public
during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on
March 31, 2024.

23. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK
PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

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. 2023-24.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS
OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND
SECRETARIAL AUDITORS IN THEIR REPORTS:

There was no comment on qualifications, reservations or adverse remarks or disclaimers
made by the auditors and secretarial auditors in their reports.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER
REVIEW:

The Company had 14 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 bv the Comnanv.

26. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

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 8^th, 2024
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.

2-. GENERAL MEETING:

During the year under review, Annual General Meeting of the Company pertaining to
Financial Year 2022-23 was held on 23^rd September, 2023.

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General
Meeting’, has been duly followed by the Company.

28. SIGNIFICANT AND MATERIAL ORDERS:

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 company’s operations
in future.

29. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL
STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

30. SHARES:

i. Issue of shares or other convertible securities:

The Company has not issued any equity shares during the year.

ii. Issue of equity shares with differential rights:

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

iii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iv. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

v. Shares held in Trust for the benefit of employees where the voting rights are not
exercised directly by the employees:

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.

vi. Issue of Debentures, Bonds or Any Non-Convertible Securities:

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The Company has not issued any debentures, bonds or any non-convertible securities during
the year under review.

vii. Issue of Warrants:

The Company has not issued any warrants during the year under review.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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.

32. MAINTENANCE OF COST RECORDS:

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.

33. CORPORATE SOCIAL RESPONSIBILITY:

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.

34. PARTICULARS OF EMPLOYEE:

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.

35. CORPORATE GOVERNANCE:

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.

36. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31,
2024, the applicable accounting standards have been followed with no material

departures;

b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2024 and of
the profit and loss of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

d the Directors have prepared the annual financial statements on a going concern basis;

e the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating
effectively; and

f the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.

37. RISK MANAGEMENT:

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 Frame work 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.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 the Management’s discussion and analysis
report is annexed in Annexure- IV.

39. WEBSITE:

Innovation. Experience. Excellence

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/

40. DISCLOSURES:

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

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Sd/- Sd/-

Jay Prakash Motghare Kartik Eknath Shende

Whole Time Director Non-Executive Director

DIN: 07559929 DIN:02627131

Date: 24.08.2024
Place: Nagpur