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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Nile Ltd.

Mar 31, 2025

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

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:
a) Standalone: (Rs. in Lakhs)

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

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

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

Note: Previous yearâs figures are regrouped and presented wherever necessary.

Dividend:

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

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

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

Transfer to Reserves:

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

Operations:

Operations of the Company''s three divisions for the year
under review were as follows:

Lead Division:

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

Windmills:

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

Trading:

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

Total:

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

Capital Structure:

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

Particulars of loans, Guarantees, security, and
Investments:

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

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

SUBSIDIARY COMPANIES:

Nile Li-Cycle Private Limited:

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

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

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

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

A separate statement containing the salient features of
the financial statements of the subsidiary companies in
Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.
Nile Overseas Enterprise FZE:

During the year, your Company incorporated a Wholly
Owned Subsidiary Company in Jebel Ali Freezone,
Dubai viz. Nile Overseas Enterprise FZE and subscribed
to 40 Equity shares @ 1,00,000 AED each on 11^th April,
2025.

A separate statement containing the salient features of
the financial statements of the subsidiary companies in
Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.
Eco Metal Trading FZCO:

Your Wholly Owned Subsidiary Company i.e.Nile
Overseas Enterprise FZE incorporated one Subsidiary
Company (51% shareholding) in Jebel Ali Freezone,
Dubai viz. Eco Metal Trading FZCO, on 16^th April, 2025.
The financial statements of the said subsidiary will be
available only after 31st March, 2026. Therefore, the
particulars of financial statements as required under
Form AOC-1 are not applicable for the FY 2024-25.

Corporate Governance:

Your Company has complied with all provisions of
Corporate Governance, as required under the SEBI
(LODR) Regulations, 2015. A report on Corporate
Governance, along with the certificate on its compliance
from the Auditors, forms part of this report.

Integrated Management System (IMS):

i) ISO 45001:2018 OHSMS (Occupational Health
and Safety Management System) has

been successfully implemented and its

requirements updated in the Integrated

Management System documentation.

ii) The certification audit for the new ISO 45001:2018
OHSMS and the Surveillance Audit

for the existing ISO 9001:2015 and ISO 14001:2015 have been successfully completed by URS Certifications Limited
in May 2025.

iii) The certificates of registration for the ISO 45001:2018 standard have been received for both plants and head office
from URS Certifications Ltd.

iv) Management Programs for further improving the productivity, environmental aspects and OHSMS aspects have been
successfully implemented during the year.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in
the âManagement Discussion and Analysis Report'' enclosed hereto, which forms an integral part of this Report (Refer
Annexure-C).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts)
Rules, 2014:

A. Conservation of Energy:

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

B. Technology Absorption:

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

C. Foreign Exchange earnings and outgo:

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

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

Directors & Key Managerial Personnel:

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

Smt. Shanti Sree Bolleni was appointed as an Independent Director of the company with effect from 13th August,
2024.

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

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

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

Statutory Auditors:

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

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

Cost Auditor:

re-appointed Sri G Madhavaiah, (Membership
No:13220) as Cost Auditor of the Company for
the financial year 2025-2026. A resolution seeking
ratification of remuneration payable to the Cost
Auditor to conduct a cost audit for the financial year
2025- 26 has been included in the notice convening
41^stAGM of the Company. The necessary consent
letter and certificate of eligibility were received
from the cost auditor confirming his eligibility to be
re-appointed as the Cost Auditor of the Company.

Secretarial Auditors:

The Board of Directors of the Company, based
on the recommendation of the Audit Committee,
proposes the appointment of Sri V. Mohan Rao,
Practicing Company Secretary (Peer Review
Certificate No. 3197), as the Secretarial Auditor of
the Company.

The Company has received a written consent, an
eligibility letter, and other documents necessary
declarations and confirmations from Sri V.
Mohan Rao, stating that he satisfy the criteria
provided under Section 204 of the Companies
Act, 2013 read with regulation 24A of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and that the appointment, if made, shall be in
accordance with the applicable provisions of the
Act and rules framed thereunder.

If approved by the Members, the appointment of
Sri V. Mohan Rao, Practicing Company Secretary
as the Secretarial Auditor will be for a period of
five consecutive years commencing from the
conclusion of 41^st Annual General Meeting till the
conclusion of the 46^th Annual General Meeting.

Secretarial Audit Report:

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

Annual Secretarial Compliance Report:

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

Postal Ballot:

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

Compliance with Secretarial Standards on
Board and Annual General Meeting:

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

Number of meetings of the Board:

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

Declaration of Independence:

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

Risk Management Policy:

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

Annual return:

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

Deposits:

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

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

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

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

Refer Annexure D

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

Refer Annexure E

Annual Report on Corporate Social
Responsibility (CSR) activities in accordance
with Rule 8 of Companies (CSR Policy) Rules,
2014:

Refer Annexure F

Performance Evaluation:

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

â¢ Degree of fulfillment of key responsibilities

â¢ Clarity on the functional requirements of the
Directors on the Board as well as on the
Committees

â¢ Co-operation between the Directors

â¢ Quality and dynamics of the relationship
between Management and Independent Directors.

The Chairman met each of the Directors
individually, and obtained the feedback.

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

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

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

Employees:

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

No employee was in receipt of remuneration more
than the limit prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Company had complied with the provisions
related to Maternity Benefit Act. 1961.

Directorsâ Responsibility Statement:

Your Directors, in terms of Section 134(5) of the
Companies Act, 2013, state that:

(a) In the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper explanation
relating to material departures;

(b) The Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at the end of the financial year and
of the profit and loss of the Company for that
period;

(c) The Directors had taken proper and 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) The Directors had prepared the annual
accounts on a going concern basis; and

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

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

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related
Party Transactions and manner of dealing with
related party transactions which is available on
the Company''s website at the link: http://www.
nilelimited.com/policies.html. All related party
transactions entered into during FY 2024-25 were
on an arm''s length basis and in the ordinary course
of business. No material related party transactions
were entered into during the financial year by the
Company. Accordingly, the disclosure of related
party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is attached in
Annexure B.

Prevention of Insider Trading:

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

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

Pursuant to Rule 9 of the Companies (Management
and Administration) Rules, 2014 and other
applicable provisions of the Companies Act, 2013,
the Board of Directors of the Company designated
Company Secretary of the Company for furnishing
or providing information to the Registrar of
Companies with respect to beneficial interest in
shares of the company.

Particulars of Significant/Material orders
passed, if any:

During the year under review, there were no
significant and/or material orders passed by any
Regulator/ Court/ Tribunal which could impact the

going concern status of the Company and its operations in the future

Certificate of Non disqualification of Directorâ under Regulation 34(3) of SEBI (LODR) 2015:

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

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)

The Members,

Nile Limited

I V. Mohan Rao, Practicing Company Secretary, have examined the relevant registers, records, forms, returns,
and disclosures received from the Directors of Nile Limited having CIN: L27029AP1984PLC004719 and having
Registered Office at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati
Dist. AP- 517520 (herein after referred to as âthe Company''), produced before me by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the
Company and its officers hereby certify that none of the Directors on the Board of the Company as stated below for
the Financial Year ending on 31⁵¹ March, 2025, have been debarred or disqualified from being appointed or continuing
as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
other Statutory Authority:

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

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

Sd/-

V. Mohan Rao

Place: Hyderabad M No: 6967; CP No: 5559

Date: 6th August, 2025 UDIN-F006967G000951229

Mar 31, 2024

Your directors take pleasure in presenting the 40^th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31^st March, 2024, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Net Sales	83762.26	80633.22	83762.38	80632.23
Other Income	26.12	16.67	19.39	14.59
Total Revenue	83788.38	80649.89	83781.77	80646.82
Profit before interest and depreciation	4648.34	3605.59	4629.55	2480.86
Less: Interest	114.60	282.03	118.93	282.11
Depreciation	285.44	275.40	292.94	276.10
Profit before exceptional & extraordinary items and tax	4248.30	3048.16	4217.68	3039.07
Profit before Tax	4248.30	3048.16	4217.68	3039.07
Profit after Tax	3159.96	2265.76	3115.51	2256.62
Add/less: Other Comprehensive Income	-2.09	7.06	-2.09	7.06
Total Comprehensive Income	3157.87	2272.82	3113.42	2263.68
Add: Opening balance in Statement of Profit & Loss	17896.91	15684.13	17860.80	15657.15
Amount available for appropriation	21054.78	17956.95	20974.22	17920.83
Appropriations:
Transfer to General Reserve
Dividend on equity shares	90.06	60.04	90.06	60.04
Dividend Distribution Tax on Interim Dividend
Surplus/(Deficit) carried to Balance Sheet	20964.72	17896.91	20884.16	17860.79
Note: Previous yearâs figures are regrouped and presented wherever necessary.

Dividend:

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

Dividend

Date of declaration

Amount per share

Paid in

Interim

Dividend

6^th November, 2023

Rs 3/-(30%)

December

2023

Your directors wish to inform you that no further dividends will be paid for the 2023-24 financial year.

Transfer to Reserves:

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

Operations:

Operations of the Company''s three divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 83,069 lakhs as against Rs. 80,600 lakhs in the previous year, an increase of 3.06%

Windmills:

The entire wind energy generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The total revenue was Rs.37 lakhs against Rs.33 lakhs in the previous year.

Trading:

This year, the Trading division recorded sales of Rs.656 lakhs. Total:

The combined turnover of the Company, thus, was Rs. 83,762 lakhs for the year under review, as against Rs. 80,633 lakhs for the previous year.

Capital Structure:

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

Particulars of loans, Guarantees, security, and Investments:

The Company gave a loan of Rs. 1.65 crores @ 7.11% rate of interest to Nile Li-Cycle Private Limited, a wholly owned subsidiary of the Company for project works. Corporate Guarantee was given to Axis Bank against the project loan

taken by Nile Li-Cycle Private Limited. No security is given by the Company to which provisions of sections 185 and 186 of the Companies Act, 2013 are applicable. The Company has complied with the provisions of sections 185 and 186 of the Companies Act 2013 with respect to investments in wholly owned subsidiaries as disclosed in notes to accounts.

SUBSIDIARY COMPANIES:

Nile Li-Cycle Private Limited:

Your Company subscribed to 95,00,000 Equity shares @ 10 each and 1,84,000 Equity shares @ 300 each (Rs.10 each face value and Rs.290 as a Premium).

Nile Li-Cycle Private Limited received all statutory approvals for Phase 1 of its Lithium-ion battery recycling plant located at Industrial Park, Maheshwaram, Ranga Reddy (Dist), Telangana (State).

Phase 1 operations, which involve the production of mixed metal oxide from Lithium-ion batteries, commenced on 16th March, 2024. Successful installation and commissioning of the machine, along with full trial runs, has been completed (after facing delays due to the unavailability of technicians from the supplier for commissioning of the plant).

The company has started the process of reaching out to Original Equipment Manufacturers (OEMs), vendors, traders, wholesalers of battery scrap and others for sourcing of raw materials. Sales are expected to pick up in the coming months and will steadily accelerate as the company builds up relationships with new vendors and suppliers. Pilot scale operations of the second phase are expected to commence by March 2025, and thus higher realizations are expected in the next financial year.â

Nirmalya Extracts Private Limited:

Your Company subscribed to 3,35,000 Equity shares @ 10 each.

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

A separate statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended and is attached in Annexure A.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under the SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Integrated Management System (IMS):

i) The certification for the IMS has been successfully transferred to a new Certification body âURS Certifications Limited.''

ii) Management Programs for further improving the productivity and environmental aspects at both the plants have been successfully implemented during the year.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in the âManagement Discussion and Analysis Report'' enclosed hereto, which forms an integral part of this Report (Refer Annexure-C).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

i) There has been a reduction in the power consumption per MT of both Smelting & Melting operations at Choutuppal plant, as a result of the energy conservation measures undertaken.

ii) There has been a reduction in the power consumption per MT for the Battery Recycling System & Effluent Treatment Plant operations at Tirupati plant, as a result of the energy conservation measures undertaken.

B. Technology Absorption:

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

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned;

(Rs. in Lakhs)
Particulars	2023-24	2022-23
a) Foreign Exchange earnings on exports	46.93	-
b) Foreign Exchange used on account of:
i) Foreign Travel	6.79	2.99
ii) Professional Charges	16.59	0.93
iii) Subscription charges	4.84	7.26
iv) Others / Delegate Fees	-	-
v) Legal Fee	-	-
vi) CIF value of imports of raw material & others	4907.66	7636.87
vii) Part Advance for Import of Goods	142.59	2.46
viii) Staff Training	-	0.20

Directors & Key Managerial Personnel:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Vuyyuru Ramesh will retire by rotation at the ensuing annual general meeting, and being eligible, offers himself for reappointment.

Mr. Kadiri Ramachandra Reddy ceased to be an Independent Director of the Company with effect from 10^th November, 2023 due to the completion of his first term, and was appointed as an Independent Director of the Company for a second term with effect from 22^nd March, 2024 by passing a Special Resolution through postal ballot notice dated 13^th February, 2024.

Mr. Ashok Vemulapalli resigned as an Independent Director of the Company with effect from 31^st January, 2024.

Smt. Shanti Sree Bolleni was appointed as an Additional

Director (Independent Director category) of the company with effect from 13th August, 2024.

Statutory Auditors:

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

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

Cost Auditor:

Pursuant to the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendations of Audit Committee, Board of Directors at their meeting held on 13th August, 2024 reappointed Sri G Madhavaiah, (Membership No:13220) as Cost Auditor of the Company for the financial year 2024-2025. A resolution seeking ratification of remuneration payable to the Cost Auditor to conduct cost audit for the financial year 2024- 25 has been included in the notice convening 40^th AGM of the Company. The necessary consent letter and certificate of eligibility were received from the cost auditor confirming his eligibility to be reappointed as the Cost Auditor of the Company.

Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on 13th August, 2024 reappointed Sri V. Mohan Rao, Practicing Company Secretary as Secretarial Auditors for the financial year 2024-25. The consent letter and certificate of eligibility were received from Sri V. Mohan Rao, confirming his eligibility for the appointment. The Secretarial Audit Report for the financial year 2023-24 in the prescribed form MR-3 is enclosed to this Report.

Annual Secretarial Compliance Report:

Secretarial Compliance Report for the financial year ended March 31 , 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Sri V. Mohan Rao, Practicing Company Secretary, and submitted to the stock exchange.

Postal Ballot:

During the year, the Company approached shareholders one time through postal ballot to pass the Special and Ordinary Resolution passed on 22nd March, 2024:

Description

No of votes polled

Votes cast in favour

Votes cast in against

Invalid/

Abstain

votes

Appointment of Sri Kadiri Ramachandra Reddy, Independent Director of the Company -Special Resolution

15,56,151

15,56,093

Description

No of votes polled

Votes cast in favour

Votes cast in against

Invalid/

Abstain

votes

Approval of the Related Party Transactions - Ordinary Resolution

42,171

38,973

3198

Compliance with Secretarial Standards on Board and Annual General Meeting:

During the year under review, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India as applicable to Board Meetings and Annual General Meetings

Number of meetings of the Board:

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

Declaration of Independence:

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

Risk Management Policy:

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

Annual return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at NILE-Annual Return 2023-24.

Deposits:

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

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

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

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

Refer Annexure D

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

Refer Annexure E

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014:

Refer Annexure F

Performance Evaluation:

The Board evaluated the effectiveness of its functioning, and that of the Committees and of individual Directors. The Board

sought the feedback of Directors on various parameters such as:

â¢ Degree of fulfillment of key responsibilities

â¢ Clarity on the functional requirements of the Directors on the Board as well as on the Committees

â¢ Co-operation between the Directors

â¢ Quality and dynamics of the relationship between Management and Independent Directors.

The Chairman met each of the Directors individually, and obtained the feedback.

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

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

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

Employees:

A statement showing names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said rules is provided in âAnnexure Gâ. However, as per the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company during working hours up to the date of the 40th Annual General Meeting.

No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Directorsâ Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and 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) The Directors had prepared the annual accounts on a going concern basis; and

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

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

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Company''s website at the link: http://www.nilelimited.com/policies.html. All related party transactions entered into during FY 2023-24 were on an arm''s length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is attached in Annexure B.

Prevention of Insider Trading:

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

Particulars of Significant/Material orders passed, if any:

During the year under review, there were no significant and / or material orders passed by any Regulator/ Court/ Tribunal which could impact the going concern status of the Company and its operations in the future

Certificate of Non disqualification of Directorâ under Regulation 34(3) of SEBI (LODR) 2015:

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

Mar 31, 2023

The directors take pleasure in presenting the 39^th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31^st March, 2023, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in Lakhs)
Particulars	2022-23	2021-22
Net Sales	80633.22	70247.93
Other Income	16.67	15.82
Total Revenue	80649.89	70263.75
Profit before interest and depreciation	3605.59	4005.63
Less: Interest	282.03	401.90
Depreciation	275.40	359.94
Profit before exceptional & extraordinary items and tax	3048.16	3243.79
Profit before Tax	3048.16	3243.79
Profit after Tax	2265.76	2411.36
Add/less: Other Comprehensive Income	7.06	-5.69
Total Comprehensive Income	2272.82	2405.67
Add: Opening balance in Statement of Profit & Loss	15684.13	13308.48
Amount available for appropriation	17956.95	15714.15
Appropriations: Transfer to General Reserve Dividend on equity shares Dividend Distribution Tax on Interim Dividend	60.04	30.02
Surplus/(Deficit) carried to Balance Sheet	17896.91	15684.13

Note: Previous yearâs figures are regrouped and presented wherever necessary.

Dividend:

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

Dividend

Date of declaration

Amount per share

Paid in

Interim

Dividend

11^th November,2022

'' 2/- (20%)

December

2022

Your directors wish to inform you that no further dividends will be paid for the 2022-23 financial year.

Transfer to Reserves:

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

Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of '' 80,600 lakhs as against '' 70,212 lakhs in the previous year, an increase of 14.80%

Windmills:

The entire wind energy generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The total revenue was '' 33 lakhs against '' 35 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was '' 80,633 lakhs for the year under review, as against '' 70,247 lakhs for the previous year.

Capital Structure:

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

Particulars of loans, Guarantees, security and Investments:

The Company gave a loan of '' 2.01 crores @ 7.11% rate of interest to Nile Li-Cycle Private Limited, a wholly owned subsidiary of the Company for project works. Nile Li-Cycle Private Limited repaid the loan to the Company. Corporate Guarantee given to Axis Bank to against the project loan taken by Nile Li-Cycle Private Limited, a wholly owned subsidiary of the Company. No security given by the Company to which provisions of Section 185 and 186 of the Companies Act, 2013 are applicable. The Company has complied with the provisions of section 185 and 186 of the Companies Act 2013 with respect to investments in wholly owned subsidiaries as disclosed in notes to accounts.

SUBSIDIARY COMPANIES:

Nile Li-Cycle Private Limited:

Your Company subscribed to 95,00,000 Equity shares @10 each.

Work on the Lithium ion recycling project is progressing well, albeit at a moderate pace. Your Company continues to focus its efforts on R&D in lab and pilot plant trials for recycling Lithium ion batteries. The results have thus far been encouraging and we look forward to scaling up to successful pilot plant outputs in the coming months.

We expect our commercial scale plant to be operational with preliminary outputs, known as black mass in industry parlance, in the coming year.

Nirmalya Extracts Private Limited:

Your Company subscribed to 3,25,000 Equity shares @ 10 each.

Your Company has decided to put on hold the planned foray into the plant extract and phytochemical space through its wholly owned subsidiary: Nirmalya Extracts Private Limited. This is because of increased competition in the space, lack

of sufficient raw material availability and an expected long gestation period for the project.

A separate statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended and is attached in Annexure A.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under the SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Integrated Management System (IMS):

Management Programs for further improving the productivity and environmental aspects at both the plants have been successfully implemented during the year.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in the âManagement Discussion and Analysis Report'' enclosed hereto, which forms an integral part of this Report (Refer Annexure-B).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

There has been a reduction in the power consumption per MT of smelting operations at Tirupathi plant, as a result of the energy conservation measures undertaken.

B. Technology Absorption:

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

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned; (? in Lakhs)
Particulars	2022-23	2021-22
a) Foreign Exchange earnings on exports		-
b) Foreign Exchange used on account of:
i) Foreign Travel	2.99	-
ii) Professional Charges	0.93	0.56
iii) Subscription charges	7.26	2.96
iv) Others / Delegate Fees	-	-
v) Legal Fee	-	-
vi) CIF value of imports of raw material & others	7636.87	5059.77
vii) Part Advance for Import of Goods	2.46	67.09
viii) Staff Training	0.20	0.81

Directors & Key Managerial Personnel:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Sandeep Vuyyuru Ramesh will retire by rotation at the ensuing annual general meeting, and, being eligible, offers himself for reappointment.

Sri Sandeep Vuyyuru Ramesh was reappointed as Managing Director of the Company with effect from 12th August, 2023, and his reappointment will be tabled at the Annual General Meeting to be held on 30^th September, 2023.

Statutory Auditors:

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

Cost Auditor:

Pursuant to the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendations of Audit Committee, Board of Directors at their meeting held on 7th August, 2023 reappointed Sri G Madhavaiah, (Membership No:13220) as Cost Auditor of the Company for the financial year 2023-2024. A resolution seeking ratification of remuneration payable to the Cost Auditor to conduct cost audit for the financial year 2023- 24 has been included in the notice convening 39^th AGM of the Company. The necessary consent letter and certificate of eligibility was received from the cost auditor confirming his eligibility to be reappointed as the Cost Auditor of the Company.

Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on 7th August, 2023 reappointed Sri V. Mohan Rao, Practicing Company Secretary as Secretarial Auditors for the financial year 2023-24. The consent letter and certificate of eligibility were received from Sri V. Mohan Rao, confirming his eligibility for the appointment. The Secretarial Audit Report for the financial year 2022-23 in the prescribed form MR-3 is enclosed to this Report.

Annual Secretarial Compliance Report:

Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Sri V. Mohan Rao, Practicing Company Secretary and submitted to the stock exchange.

Postal Ballot:

During the year under review, no postal ballots were conducted.

Compliance with Secretarial Standards on Board and Annual General Meeting:

During the year under review, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Number of meetings of the Board:

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

Declaration of Independence:

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

Risk Management Policy:

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

Annual return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at NILE-Annual Return 2022-23

Deposits:

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

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

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

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

Refer Annexure C

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

Refer Annexure D

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014:

Refer Annexure E

Performance Evaluation:

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

â¢ Degree of fulfillment of key responsibilities

â¢ Clarity on the functional requirements of the Directors on the Board as well as on the Committees

â¢ Co-operation between the Directors

â¢ Quality and dynamics of the relationship between Management and Independent Directors.

The Chairman met each of the Directors individually, and obtained the feedback.

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

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

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

Employees:

A statement showing names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said rules is provided in âAnnexure Fâ. However, as per the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company during working hours up to the date of 39th Annual General Meeting.

No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Directorsâ Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and 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) The Directors had prepared the annual accounts on a going concern basis; and

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

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

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party

transactions which is available on the Company''s website at the link: http://www.nilelimited.com/policies.html. All related party transactions entered into during FY 2022-23 were on an arm''s length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23.

Prevention of Insider Trading:

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

Particulars of Significant/Material orders passed, if any:

Certificate of Non disqualification of Directorâ under Regulation 34(3) of SEBI (LODR) 2015:

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

Policy on Sexual Harassment:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2022-23, there were no cases reported under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your directors thank the customers, vendors, investors, as well as HDFC Bank and Kotak Mahindra Bank for their continued support during the year.

Mar 31, 2018

DIRECTORS'' REPORT

The Members,

Your Directors take pleasure in presenting the 34th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2018, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Net Sales	63,312.01	57,935.98
Other Income	110.60	93.81
Total Revenue	63,422.61	58,029.79
Profit before interest and depreciation	4,677.32	5,314.52
Less: Interest	740.71	945.55
Depreciation	387.94	341 .90
Profit before exceptional & extraordinary items and tax	3,548.67	4,027.07
Profit before Tax	3,548.67	4,027.07
Profit after Tax	2,304.72	2,632.36
Less: Other Comprehensive Income	19.25	9.09
Total Comprehensive Income	2,285.47	2,623.27
Add: Opening balance in Statement of Profit & Loss	7,757.61	5,242.73
Amount available for appropriation	10,043.09	7,866.00
Appropriations:
Transfer to General Reserve	-	-
Interim Dividend on equity shares	150.10	90.06
Dividend Distribution Tax on Interim Dividend	30.56	18.33
Surplus/(Deficit) carried to Balance Sheet	9,862.44	7,757.61

Note: Previous year''s figures are regrouped and presented wherever necessary.

Dividend:

Your Directors declared and paid interim dividends for the financial year 2017-18, as per the following details:

Dividend	Date of declaration	Amount per share	Paid in
Interim Dividend	11th November, 2017	Rs 3/-	November, 2017
2nd Interim Dividend	10th February, 2018	Rs 2/-	February / March 2018

The Directors do not recommend any final dividend. Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs 63,263 lakhs as against Rs 57,883 lakhs in the previous year, an increase of 9.29%. However, an increase in raw material prices, coupled with a drop in international Lead prices, resulted in lower profit.

Windmills:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The total revenue was Rs 49 lakhs against Rs 53 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was Rs 63,312 lakhs for the year under review, as against Rs 57,936 lakhs for the previous year.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required underthe SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System:

Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in the ''Management Discussion and Analysis Report'' enclosed hereto, and which forms an integral part of this Report (Refer Annexure-A).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies(Accounts) Rules, 2014:

A. Conservation of Energy:

As a result of the energy conservation measures undertaken, your company was able to reduce the contracted electrical demand at the Choutuppal facility by 25 %.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned:		(Rs. in Lakhs)
Particulars	2017-18	2016-17
a) Foreign Exchange earnings on exports	227.09	0.00
b) Foreign Exchange used on account of:
i) Foreign Travel	4.41	3.22
ii) Professional Charges	8.97	1.36
iii) Subscription charges	4.07	3.65
iv) Others / Delegate Fees	4.16	0.09
v) CIF value of imports of raw material & others	16,297.43	17,736.59
vi) Dividend for 2017-18 / 2016-17	3.00	1.80

Directors:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Sri Vuyyuru Ramesh will retire by rotation at the ensuing annual general meeting and, being eligible, offers himself for reappointment.

Sri Yeswanth Nama Venkateswwaralu was co-opted as an additional director (independent director category) of the company with effect from 1st March, 2018. An application to appoint him as a Director (independent director category) was received by the Company.

Statutory Auditors:

M/s. Gokhale & Co., Chartered Accountants, Hyderabad, were appointed as Statutory Auditors of the Company at the 32nd Annual General Meeting held on 30th September, 2016 to hold office till the conclusion of the 37th Annual General Meeting.

Number of meetings of the Board:

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

Declaration of Independence:

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

Risk Management Policy:

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

Particulars of investments under Section 186 of the Companies Act, 2013:

Your company completely wrote off its investment in GLW Limited, and submitted the necessary documents to the Reserve Bank of India.

Deposits:

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

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

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

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

Refer Annexure B

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

Refer Annexure C

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014:

Refer Annexure D

Extract of Annual Return (Form MGT-9) [Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]:

Refer Annexure E Evaluation:

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

Degree of fulfillment of key responsibilities

Clarity on the functional requirements of the Directors on the Board as well as on the Committees Co-operation between the Directors Quality and dynamics of the relationship between Management and Independent Directors.

The Chairman met each of the Directors individually, and obtained the feedback.

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

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

Directors'' Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and 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) The Directors had prepared the annual accounts on a going concern basis; and

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

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

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers, vendors, investors, as well as HDFC Bank and Kotak Mahindra Bank for their continued support during the year.

For and on behalf of the Board

		Sd/-
		V. Ramesh
Place	: Hyderabad	Chairman and Managing Director
Date	: 14-05-2018	DIN: 00296642

ANNEXURE TO DIRECTORS'' REPORT

ANNEXURE-A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report sets out developments in the business environment and the Company''s performance since the last report. The analysis supplements the Directors'' report, which forms part of this annual report.

Industry Structure and Development:

Lead and Wind Energy are the two divisions of the Company.

Pure Lead and Lead alloys are supplied to manufacturers of Lead acid batteries.

Wind energy generated is sold to Andhra Pradesh Southern Power Distribution Company Limited.

The table below shows the operational performance of the company during the financial year 2017-18, which shows a significant increase in turnover. There was, however, a drop in the profit due to the downturn in Lead prices towards the end of the financial year.

Results of our operations for the year ended 31st March (Rs. In lakhs)

Particulars	2018	%	2017	%
Net Sales	63,312.01	100.00	57,935.98	100.00
Cost of Goods sold	57,550.13	90.90	51 ,638.84	89.13
Gross Profit	5,761.88	9.10	6,297.14	10.87
Selling and Marketing expenses	420.50	0.66	451 .07	0.78
General and administration expenses	1,515.37	2.39	1 ,570.91	2.71
Operating profit before Depreciation	3,826.01	6.04	4,275.16	7.38
Depreciation and Amortization	387.94	0.61	341.90	0.59
Operating Profit	3,438.07	5.43	3,933.26	6.79
Other income	110.60	0.17	93.81	0.16
Profit before Tax	3,548.67	5.61	4,027.07	6.95
Tax expenses	1 ,243.95	1.96	1 ,394.71	2.41
Profit after Tax	2,304.72	3.64	2,632.36	4.54
Other Comprehensive Income	19.24	0.03	9.09	0.02
Total Comprehensive Income	2,285.48	3.61	2,623.27	4.52

Note: Previous year''s figures are regrouped and presented wherever necessary.

There have been no significant developments on the employment and manpower front. Relevant manpower data is provided elsewhere in the document.

Banking arrangements:

Your company''s new multiple banking arrangement with Kotak Mahindra Bank Limited and HDFC Bank Limited is working satisfactorily, and has resulted in a reduction in finance costs.

Outlook:

The company''s good performance continued during the current year also. The softening of the international Lead prices in the latter part of the year impacted the profits. Profitability in the 2018-2019 financial year is expected to be more subdued in view of softening Lead prices, and increasing costs of transport, fuel, and manpower.

The demand for the company''s products is quite robust. The combined finished goods capacity of the two recycling plants, at 82,000 tons per year, will enable your company to comfortably meet this demand.

The windfarm is now in its 23rd year of operation, and the equipment will require more frequent and expensive repairs. With the steep drop in the wind power tariff, and the increasing likelihood of major breakdowns to the windmills, the windfarm is not expected to make a significant contribution to your company''s bottom line.

Your company''s investment in GLW Limited has been completely written off, and the necessary documents were submitted to the Authorized Dealer, as well as Reserve Bank of India.

The power situation in both Andhra Pradesh and Telangana continues to be comfortable, even during the summer months.

Opportunities and Threats:

There is no slackening of the demand for your company''s Lead and Lead alloys, even though the margins are under pressure.

Your company is actively looking for diversification opportunities.

Internal Control Systems and their Adequacy:

Your Company has an established system of internal controls for ensuring optimal utilization of various resources. Investment decisions involving capital expenditure are taken up only after due appraisal and review, and adequate policies have been laid down for approval and control of expenditure. Internal audit is carried out by a firm of Chartered Accountants to ensure adequacy of the internal control systems. The internal audit report is reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations are complied with.

For and on behalf of the Board

		Sd/-
		V. Ramesh
		Chairman and
Place	: Hyderabad	Managing Director
Date	: 14-05-2018	DIN: 00296642

ANNEXURE-B

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 Criteria for determining qualifications for appointment of Directors (including independent Directors):

â¢ Persons of eminence, standing and knowledge with significant achievements in business, professions and/ or public service.

â¢ Their financial or business literacy/skills.

â¢ Appropriate other qualification/experience to meet the objectives of the Company, including the diversity they bring to the board.

â¢ As per the applicable provisions of the Companies Act, 2013, Rules made there-under and the SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

Criteria for determining positive attributes of Directors (including independent Directors):

i. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.

ii. Actively update their knowledge and skills with the latest developments in the market conditions and applicable legal provisions.

iii. Willingness to devote sufficient time and attention to the company''s business and discharge their responsibilities.

iv. To assist in bringing independent judgment to bear on the Board''s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.

v. Ability to develop a good working relationship with other Board members and contribute to the Board''s working relationship with the senior management of the Company.

vi. To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees.

Criteria for determining Independence of Directors:

Independent Directors to meet the criteria of Independence as prescribed by the Companies Act, 2013 read with the Rules made there-under and the SEBI (LODR) Regulations, 2015, as amended from time to time.

Criteria for evaluation of performance of Directors (including Independent Directors):

i. Attendance and contribution at Board and Committee meetings.

ii. Open channels of communication with executive management and other colleagues on the Board to maintain high standards of integrity and probity.

iii. Recognize the role which he/she is expected to play to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

iv. His/her ability to monitorthe performance of management and satisfy himself/herself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.

v. His/her contribution of enhance overall brand image of the Company.

Criteria for evaluation of performance of Board:

The process of evaluating the performance of the Board as a whole is the responsibility of the Independent Directors. The evaluation of Board performance involves review and discussion of Board effectiveness, including looking at:

i. Appropriate composition of the board with the right mix of knowledge and skills;

ii. Members of the Board meet all applicable independence requirements;

ill. Sufficient number of Board meetings, of appropriate length, being held to enable proper consideration of issues;

iv. Attention to strategy and oversight of business performance;

v. Company''s systems of control are effective for identifying material risks and reporting material violations of policies and law and the Board is provided with sufficient information about material risks and problems that affects the Company''s business and prospects;

vi. Encouragement of open communication, meaningful participation, and timely resolution of issues at the Board meetings;

vii. Board culture and relationships with management; viii. Effectiveness of the Chairman; ix. Monitoring and supervision;

x. Management of agendas, papers, meetings and minutes;

Criteria for evaluation of performance of Board Committees:

The process of evaluating the performance of the Board Committees as a whole is the responsibility of all the Directors excluding members of the relevant committee being evaluated. The performance evaluation shall be based on the following criteria:

Â» Performance against Committee''s terms of reference; Â» Performance of Chair;

* Management of agendas, papers, meetings and minutes;

Â» Communication with and reporting to Board;

* Relationship with management; and

* Relationship with relevant stakeholders;

Remuneration Policy: The same is disclosed in the Corporate Governance Report.

For and on behalf of the Board

		Sd/-
		V. Ramesh
Place	: Hyderabad	Chairman and Managing Director
Date	: 14-05-2018	DIN: 00296642

ANNEXURE-C

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director	*Ratio of the remuneration to the median remuneration of the employees including whole time directors**	*Ratio of the remuneration to the median remuneration of the employees excluding whole time directors**
Vuyyuru Ramesh, Chairman and Managing Director	52.64	52.96
Sandeep Vuyyuru Ramesh, Executive Director	51.79	52.11
Vuyyuru Rajeswari, Director	Not Applicable	Not Applicable
S.VNarasimha Rao, Independent Director	Not Applicable	Not Applicable
V Ashok, Independent Director	Not Applicable	Not Applicable
Satish Malladi, Independent Director	Not Applicable	Not Applicable
Sridar Swamy, Independent Director	Not Applicable	Not Applicable
Suketu Shah, Independent Director	Not Applicable	Not Applicable
Yeswanth Nama Venkateswwaralu, Independent Director	Not Applicable	Not Applicable

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary, in the financial year:

Name of the Directors and Key Managerial Personnel	Percentage increase in remuneration in the financial year
Vuyyuru Ramesh, Chairman and Managing Director	27.29
Sandeep Vuyyuru Ramesh, Executive Director	22.75
Vuyyuru Rajeswari, Director	Not Applicable
S.VNarasimha Rao, Independent Director	Not Applicable
V Ashok, Independent Director	Not Applicable
Satish Malladi, Independent Director	Not Applicable
Sridar Swamy, Independent Director	Not Applicable
Suketu Shah, Independent Director	Not Applicable
Yeswanth Nama Venkateswwaralu, Independent Director	Not Applicable
Bikram Keshari Prusty, Company Secretary	7.48
B. Seshagiri Rao, Chief Financial Officer	8.76

iii. The percentage increase in the median remuneration of employees* in the financial year: 10.77% iv. The number of permanent employees on the rolls of company: 110 (as on 31st March, 2018).

v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

(Rs. In lakhs)

Particulars	Average Remuneration in 2016-17	Average Remuneration in 2017-18	Average Increase in Remuneration	% of Increase in Remuneration
Employees* other than Managerial personnel	3.33	3.79	0.46	13.75
Managerial Personnel	132.09	165.10	33.01	24.99

The increase in remuneration of the managerial personnel is due to their share in the profits of your company. * Data pertains to employees who were employed throughout the year. vi. Affirmation that the remuneration is as per the remuneration policy of the company:

It is affirmed that the remuneration paid is as per the remuneration policy of the company.

vii. Top ten employees (excluding Executive Directors in terms of remuneration drawn as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name	Bikram Keshari Prusty	M. Vamsi Mohan	V. Sathya Prasad	B. Seshagiri Rao	K.H.K. Srinivas
Designation	Company Secretary	GM-Purchase	GM-Projects	GM-Finance	Plant Manager
Remuneration (Rs. in Lakhs)	14.29	12.24	11.81	10.96	10.67
Nature of Employment	Permanent	Permanent	Permanent	Permanent	Permanent
Qualification	PCS, M.Com, Lib.	B.Com.	BE/MBA	B.Com.	B.Sc.
Experience	12 Years	29 Years	29 Years	34 Years	26 Years
Date of Joining	01 .09.2008	15.03.1989	16.04.2012	12.06.1987	22.08.1994
Age	44	56	60	57	49

Name	Bikram Keshari Prusty	M. Vamsi Mohan	V. Sathya Prasad	B. Seshagiri Rao	K.H.K. Srinivas
Last Employment	Ocean Park Multitech Ltd., Company Secretary	-	Jaya LPG Limited	Jyothsana Chits	Sri Ram Computers
Shareholding in the Company (Nos.)	10	9	5	7	10
Whether a relative of a Director	No	No	No	No	No

Name	T. Hemanth Kumar	Y. Kaliprasad	S. Mahesh Babu	R. Devender Rao	R. Srinivasa Rao
Designation	Senior Manager	Chief Operating Officer	Manager-Production	Plant Manager	Senior Officer-Accounts
Remuneration (Rs. in Lakhs)	9.64	9.46	8.59	8.40	6.77
Nature of Employment	Permanent	Permanent	Permanent	Permanent	Permanent
Qualification	M.Com.	B.Tech.	D.Met.Engg.	B.Tech.	M.Com.
Experience	34 Years	31 Years	24 Years	24 Years	22 Years
Date of Joining	18.03.1987	26.10.2017	19.08.1998	15.09.2008	01.12.2014
Age	55	53	46	46	44
Last Employment	Nava Bharat Felloro Alloys Ltd	De Dietrich Process Systems India Pvt. Ltd	Agravamshi Aluminium Ltd	Nava Bharat Felloro Alloys Ltd	Sulakshana Circuits
Shareholding in the Company (Nos.)	5	400	5	-	-
Whether a relative of a Director	No	No	No	No	No

viii. No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

For and on behalf of the Board

		Sd/-
		V. Ramesh
Place	: Hyderabad	Chairman and Managing Director
Date	: 14-05-2018	DIN: 00296642

ANNEXURE-D

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of the Companies (CSR Policy) Rules, 2014

CSR policy of the company: CSR Vision:

The company''s CSR efforts are directed towards achieving one or more of the following - enhancing environmental and natural capital; supporting rural development; promoting education; providing preventive healthcare, providing sanitation and drinking water; creating livelihoods for people, especially those from disadvantaged sections of society, in rural India;

CSR Projects, Programs and Activities:

In accordance with this policy and, activities specified under the Companies Act, 2013 and any amendments thereof, the CSR activities of the company will have the following thrust areas:

(i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

(ii) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently-abled and livelihood enhancement projects;

(iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

(v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) Measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

(viii) Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) Rural development projects; (xi) Slum area development;

(xii) Any other activities capturing the essence of the above mentioned areas.

The CSR policy can also be accessed at the website of the Company at "www.nile limited.com".

Constitution of the CSR Committee:

The company has constituted a CSR committee of four directors.

Sri Satish Malladi, Independent Director is the Chairman of the committee, with Sri V. Ramesh, Sri Sandeep Vuyyuru Ramesh and Smt. V. Rajeswari as the other members of the committee.

Net profit of the company for the preceding 3 years:

Financial Year	Net Profit (Rs. in lakhs)
2016-17	4,287.86
2015-16	1 ,244.33
2014-15	1 ,342.39
Total	6,874.58
Average	2,291.53

Prescribed CSR Expenditure (2% of above Average Net Profits) - Rs 45.83 lakhs

Details of CSR spent during the financial year 2017-18:

â¢ Total amount to be spent during the financial year: Rs.45.83 lakhs

â¢ Amount unspent, if any: Rs.40.93 lakhs

â¢ Manner in which the amount was spent during the financial year is detailed below:

					(Amount in Rs.)
S. No	Sector in which the project is covered	Projects or programs (1) Local area or Other (2) Specify the State and district where projects or programs were undertaken	Amount spent on the projects or program subheads: (1) Direct expenditure on projects or programs (2) Overheads	Cumulative expenditure upto the reporting period	Amount spent direct or through implementing agency
1	Promoting education	Local area Telangana (Dist.: Yadadri)	Direct - 1 ,52,000	1 ,52,000	Direct
2	Promoting preventive health care, sanitation and safe drinking water	Local area Andhra Pradesh (Dist.: Chittoor)	Direct- 3,37,975	3,37,975	Direct
			TOTAL	4,89,975

In addition to the above expenditure, your company spent Rs.27.30 lakhs on activities which can be classified as being of CSR nature.

Reasons for not spending the prescribed CSR expenditure:

Your company is actively looking for suitable projects for implementation of CSR activities. CSR Responsibility Statement:

The CSR Committee of the Board hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.

		Sd/-	Sd/-
Place	: Hyderabad	V. Ramesh	Satish Malladi
Date	: 14-05-2018	Chairman and Managing Director	Chairman- CSR Committee:
		DIN: 00296642	DIN: 00346720

ANNEXURE-E

FORM MGT-9 Extract of Annual Return

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]:

1. Registration and other details:
i. CIN	- L27029AP1984PLC004719
ii. Registration Date	- 18th May, 1984
ill. Name of the Company	- Nile Limited
iv. Category / Sub-Category of the Company	- Company limited by shares/Indian Non-Government Company
v. Address of the Registered office	- Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati, Chittoor District, Andhra Pradesh-517520
vi. Contact Details:	- Phone: (40) 23606641 Fax:(40) 23606640 Email:legal@nilelimited.com Web:www. nilelimited.com
vii. Whether listed company	- Yes
viii. Name, Address and Contact details of Registrar and Transfer Agent	- M/s. XL Softech Systems Ltd. #3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad -500034 Phones: (40) 23545913/14/15 Fax: (40)23553214

II. Principal business activities of the company:

Business activities contributing 10 % or more of the total turnover of the company:-

No.

Name and description of main product

NIC Code of the Product

% to total turnover of the company

Lead and Lead Alloys

27209 (Based on NIC 2004)

99.92

III. Particulars of Holding, Subsidiary and Associate Companies - None

IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Shareholding:

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoters
(1) Indian
a) Individual/ HUF	15,13,891	0	15,13,891	50.43	14,98,172	0	14,98,172	49.91	(1 .04)
b) Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
c) State Govt(s)	0	0	0	0.00	0	0	0	0.00	0.00
d) Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0.00
e) Banks/ FIs	0	0	0	0.00	0	0	0	0.00	0.00
f) Any Other (Family Trust)	0	0	0	0.00	15,719	0	15,719	0.52	100.00
Sub-total (A)(1):-	15,13,891	0	15,13,891	50.43	15,13,891	0	15,13,891	50.43	0.00

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
(2) Foreign
a) Individual/ HUF	0	0	0	0.00	0	0	0	0.00	0.00
b) Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
c) State Govt(s)	0	0	0	0.00	0	0	0	0.00	0.00
d) Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0.00
e) Banks/ FIs	0	0	0	0.00	0	0	0	0.00	0.00
f) Any Other	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total (A)(2):-	0	0	0	0.00	0	0	0	0.00	0.00
Total shareholding of Promoter (A) = (A)(1) (A)(2)	15,13,891	0	15,13,891	50.43	15,13,891	0	15,13,891	50.43	0.00
B. Public Shareholding
1. Institutions
a) Mutual Funds	0	0	0	0.00	0	0	0	0.00	0.00
b) Banks/ FIs	0	1,100	1,100	0.04	0	0	0	0.00	(100.00)
c) Central Govt	0	0	0	0.00	0	0	0	0.00	0.00
d) State Govt(s)	0	0	0	0.00	0	0	0	0.00	0.00
e) Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
f) Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
g) Flls	0	0	0	0.00	0	0	0	0.00	0.00
h) Foreign Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
i) Others (specify)	0	0	0	0.00	0	0	0	0.00	0.00
Sub-total (B)(1):-	0	1,100	1,100	0.04	0	0	0	0.00	(100.00)
2. Non-Institutions
a) Bodies Corporate
i) Indian	98,441	0	98,441	3.28	53,265	0	53,265	1.77	(45.89)
ii) Overseas	0	0	0	0.00	0	0	0	0.00	0.00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.2 lakhs	8,45,293	1,23,123	9,68,416	32.26	9,66,364	1 ,06,343	10,72,707	35.73	10.77
ii) Individual shareholders holding nominal share capital in excess of Rs.2 lakhs*	3,12,406	60,000	3,72,406	12.40	2,33,515	60,000	2,93,515	9.78	(21.18)
c) Others
NRIs*	37,859	6,600	44,459	1.48	52,704	4,000	56,704	1.90	27.54
Clearing members	3,187	0	3,187	0.11	11,818	0	11,818	0.39	270.82
Sub-total (B)(2):-	12,97,186	1,89,723	14,86,909	49.53	13,17,666	1,70,343	14,88,009	49.57	0.07
Total Public Shareholding (B)=(B)(1) (B)(2)	12,97,186	1,90,823	14,88,009	49.57	13,17,666	1,70,343	14,88,009	49.57	0.00

C. Shares held by Custodian for GDRs & ADRs	0	0	0	0.00	0	0	0	0.00	0.00
Grand Total (A B C)	28,11,077	1,90,823	30,01,900	100.00	28,31,557	1,70,343	30,01,900	100.00	0.00

Including shareholding of one NRI Shareholder holding 60,000 shares of value more than Rs.2 lakhs. Excluding shareholding of one NRI Shareholder holding 60,000 shares of value more than Rs.2 lakhs.

(ii) Shareholding of Promoters:

s. No.	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% Change during the year
s. No.	Shareholder''s Name	No. of Shares	% of total Shares of the company	% of Shares Pledged /encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% Change during the year
1	V. Rajeswari	8,01 ,836	26.71	-	8,01 ,836	26.71	-	0.00
2	Sandeep Vuyyuru Ramesh	4,06,928	13.56	-	4,06,928	13.56	-	0.00
3	V. Ramesh	2,89,208	9.64	-	2,89,208	9.64	-	0.00
4	V. Shilpa	15,719	0.52	-	-	-	-	(100.00)
5	Kode Swetha	200	0.00	-	200	0.00	-	0.00
6	V. Shilpa Family Trust	-	-	-	15,719	0.52	-	100.00
	Total	15,13,891	50.43	-	15,13,891	50.43	-	0.00

(iii) Change in Promoters'' Shareholding:

S. No.	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
S. No.	Particulars	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	At the beginning of the year	15,13,891	50.43	15,13,891	50.43
	Changes during the year	NIL
	At the end of the year	15,13,891	50.43

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs), as on 31st March, 2018:

S. No.	For each of the Top 10 Shareholders	Shareholding		Cumulative Shareholding during the year
S. No.	For each of the Top 10 Shareholders	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	Mohan Reddy K
	At the beginning of the year	60,000	2.00	60,000	2.00
	Changes during the year	Nil
	At the end of the year	60,000	2.00
2	Sunitha Vemulapalli
	At the beginning of the year	59,500	1.98	59,500	1.98

	Changes during the year			N	Nil
	At the end of the year		59,500	1.98
3	Arvind Maganlal Patel
	At the beginning of the year		54,501	1.82	54,501	1.82
	Changes during the year			N	Nil
	At the end of the year		54,501	1.82
4	V Sarojini
	At the beginning of the year		42,000	1.40	42,000	1.40
	Changes during the year		Nil
	At the end of the year		42,000	1.40
5	Jyothsana Akkineni
	At the beginning of the year		36,900	1.23	36,900	1.23
	Changes during the year		Nil
	At the end of the year		36,900	1.23
6	Virendra Pal Singh
	At the beginning of the year		0	0.00	0	0.00
	Changes during the year
	Date	Reason
	02.06.2017	Acquisition	2,100	0.07	2,100	0.07
	09.06.2017	Acquisition	2,500	0.08	4,600	0.15
	16.06.2017	Acquisition	2,150	0.07	6,750	0.22
	23.06.2017	Acquisition	950	0.03	7,700	0.26
	30.06.2017	Acquisition	1,800	0.06	9,500	0.32
	07.07.2017	Acquisition	2,250	0.07	11,750	0.39
	14.07.2017	Acquisition	3,410	0.11	15,160	0.51
	28.07.2017	Acquisition	1,340	0.04	16,500	0.55
	25.08.2017	Acquisition	100	0.00	16,600	0.55
	15.09.2017	Acquisition	1,150	0.04	17,750	0.59
	29.09.2017	Acquisition	1,150	0.04	18,900	0.63
	13.10.2017	Disposal	-900	-0.03	18,000	0.60
	01.12.2017	Acquisition	250	0.01	18,250	0.61
	16.03.2018	Acquisition	2,165	0.07	20,415	0.68
	23.03.2018	Acquisition	85	0.00	20,500	0.68
	At the end of the year		20,500	0.68
7	Akanksha Chugh
	At the beginning of the year		19,031	0.63	19,031	0.63
	Changes during the year

	Date	Reason
	30.06.2017	Acquisition	1,058	0.04	20,089	0.67
	28.07.2017	Disposal	-14,000	-0.47	6,089	0.20
	25.08.2017	Acquisition	25	0.00	6,114	0.20
	26.01.2018	Acquisition	14,000	0.47	20,114	0.67
	At the end of the year		20,114	0.67

8	Investor Education and Protection Fund Authority
	At the beginning of the year Changes during the year		0	0.00	0	0.00
	At the beginning of the year Changes during the year
	Date	Reason
	31.10.2017	Transfer of Shares as per the IEPF(Ac-counting, Audit, Transfer and Refund) Rules, 2016	16,781	0.56	16,781	0.56
	At the end of the year		16,781	0.56
9	Vishesh Kumar Chugh
	At the beginning of the year		15,039	0.50	15,039	0.50
	Changes during the year
	Date	Reason
	19.05.2017	Acquisition	500	0.02	15,539	0.52
	30.06.2017	Acquisition	310	0.01	15,849	0.53
	28.07.2017	Disposal	-14,000	-0.47	1,849	0.06
	06.10.2017	Acquisition	264	0.01	2,113	0.07
	26.01.2018	Acquisition	14,000	0.47	16,113	0.54
	02.02.2018	Acquisition	100	0.00	16,213	0.54
	At the end of the year		16,213	0.54
10	Ramadevi Pemmasani
	At the beginning of the year		15,000	0.50	15,000	0.50
	Changes during the year		Nil
	At the end of the year		15,000	0.50
Note: Date of acquisition and disposal as per the Friday benpos downloaded. (v) Shareholding of Directors and Key Managerial Personnel:
S. No.			Cumulative Shareholding Shareholding . . during the year
S. No.	For each of the Directors and KMP % of total % of total No. of shares shares of the No. of shares shares of the company company
1	Sri Vuyyuru Ramesh (Chairman and Managing Director)
	At the beginning of the year 2,89,208 9.63 2,89,208 9.63
	Changes during the year Nil
	At the end of the year 2,89,208 9.63

s. No.	For each of the Directors and KMP	Sharesholding		Cumulative Shareholding during the year
s. No.	For each of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
2	Sri Sandeep Vuyyuru Ramesh (Executive Director)
	At the beginning of the year	4,06,928	13.56	4,06,928	13.56
	Changes during the year				Nil
	At the end of the year	4,06,928	13.56
3	Smt. Vuyyuru Rajeswari (Director)
	At the beginning of the year	8,01,836	26.71	8,01,836	26.71
	Changes during the year		Nil
	At the end of the year	8,01,836	26.71
4	Sri S.V. Narasimha Rao (Director)
	At the beginning of the year		Nil
	Changes during the year		Nil
	At the end of the year		Nil
5	Sri Satish Malladi (Director)
	At the beginning of the year		Nil
	Changes during the year		Nil
	At the end of the year		Nil
6	Sri V. Ashok (Director)
	At the beginning of the year		Nil
	Changes during the year		Nil
	At the end of the year		Nil
7	Sri Sridar Swamy (Director)
	At the beginning of the year		Nil
	Changes during the year		Nil
	At the end of the year		Nil
8	Sri Suketu Harish Shah (Director)
	At the beginning of the year		Nil
	Changes during the year		Nil
	At the end of the year		Nil
9	Sri Yeswanth Nama Venkateswwaralu (Director)
	At the beginning of the year		Nil
	Changes during the year		Nil
	At the end of the year		Nil
10	Sri Bikram Keshari Prusty (Company Secretary)
	At the beginning of the year	10	0.00	10	0.00
	Changes during the year		Nil
	At the end of the year	10	0.00
11	Sri B. Seshagiri Rao (Chief Financial Officer)
	At the beginning of the year	11	0.00	11	0.00

s. No.	For each of the Directors and KMP	Shareholding		Cumulative Shareholding during the year
s. No.	For each of the Directors and KMP	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	Changes during the year (on 05.08.2017: Sale of Shares)	-4	-0.00	7	0.00
	At the end of the year	7	0.00
V. Indebtedness: Indebtedness of the Company including interest outstanding / accrued but not due for payment: (Rs. in lakhs)
Particulars		Secured Loans excluding deposits	Unsecured Loans- Sales Tax Deferment	Unsecured Loans-from Related Parties	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount		1,052.17	377.43	900.00	2,329.60
ii) Interest due but not paid		0.00	0.00	21.29	21.29
iii) Interest accrued but not due		0.00	0.00	0.00	0.00
Total (i ii iii)		1,052.17	377.43	921.29	2,350.89
Change in Indebtedness during the financial year
''Addition		0.00	0.00	350.00	350.00
* Reduction		47.05	108.17	775.00	930.22
Net Change		(47.05)	(108.17)	(425.00)	(580.22)
Indebtedness at the end of the financial year
i) Principal Amount		1,005.12	269.27	475.00	1,749.39
ii) Interest due but not paid		0.00	0.00	12.65	12.65
iii) Interest accrued but not due		0.00	0.00	0.00	0.00
Total (i ii iii)		1,005.12	269.27	487.65	1,762.04
VI. Remuneration of Directors and Key Managerial Personnel: A. Remuneration to Chairman and Managing Director, and Whole-time Director: (Rs. in lakhs)
S. No.	Particulars of Remuneration		Name of MD/WTD		Total Amount
S. No.	Particulars of Remuneration		Sri Vuyyuru Ramesh, CMD	Sri Sandeep Vuyyuru Ramesh, ED	Total Amount
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961		65.13	65.13	130.26
	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961		8.82	6.16	14.98
	(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961		-	-	-
2	Stock Option		-	-	-
3	Sweat Equity		-	-	-
4	Commission - as % of profit - Others		92.48	92.48	184.96
5	Others, please specify		-	-	-
	Total (A)		166.43	163.77	330.20
	Ceiling as per the Act (5% on Net Profit)		175.81	175.81	351.62

B. Remuneration to other Directors: (Rs. in lakhs)

Fee for attending Board / Name Committee Meetings		Commission	Others	Total
(1) Independent Directors:		-	-
Sri S.V. Narasimha Rao 0.650		-	-	0.650
Sri Satish Malladi 0.675		-	-	0.675
Sri V. Ashok 0.675		-	-	0.675
Sri Sridar Swamy 0.600		-	-	0.600
Sri Suketu Shah 0.250		-	-	0.250
Sri Yeswanth Nama Venkateswwaralu NA		NA	NA	NA
Total (1) 2.850		-	-	2.850
(2) Other Non Executive Directors:
Smt. V. Rajeswari 0.350		-	-	0.350
Total (2) 0.350		-	-	0.350
TOTAL (B) 3.200		-	-	3.200
Ceiling as per the Act NA (1% on Net Profit) (Since only sitting fees is being paid)
C. Remuneration of Key Managerial Personnel other than MD/WTD:				(Rs. in lakhs)
S. No.	Particulars of Remuneration	Company Secretary	CFO	Total Amount
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	12.43	9.56	21.99
	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961	1.86	1.40	3.26
	(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission - as % of profit -Others	-	-	-
5	Others, please specify	-	-	-
	Total (C)	14.29	10.96	25.25

VII. Penalties/ Punishment/ Compounding of Offences:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
Penalty			None
Punishment			None
Compounding			None
Other Officers in default
Penalty			None
Punishment			None
Compounding			None

	For and on behalf of the Board
	Sd/-
	V. Ramesh
Place : Hyderabad	Chairman and Managing Director
Date: 14-05-2018	DIN: 00296642

Mar 31, 2016

DIRECTORS'' REPORT

The Members,

The Directors take pleasure in presenting the 32^nd Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31^st March, 2016, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars	2015-16	2014-15
Net Sales	42,527.32	38,595.87
Other Income	257.54	566.26
Profit before interest and depreciation	2,154.66	2,254.32
Less: Interest	686.44	705.24
Depreciation	340.54	332.98
Profit before exceptional & extraordinary items and tax	1,127.68	1,216.10
Profit before Tax	1,127.68	1,216.10
Profit after Tax	706.45	811.99
Add: Opening balance in Statement of Profit & Loss	4,715.67	4,094.59
Amount available for appropriation	5,422.12	4,905.73
Appropriations:
Transfer to General Reserve	71.00	82.00
Interim/Proposed Dividend on equity shares	90.06	90.06
Dividend distribution Tax on interim/proposed dividend	18.33	18.00
Surplus/(Deficit) carried to Balance Sheet	5,242.73	4,715.67

Note: Previous year''s figures are regrouped and presented wherever necessary.

Dividend:

Your Directors declared an interim dividend of Rs. 3/- per share for the financial year 2015-16, at their meeting held on 12^th March, 2016. The Directors do not recommend any final dividend.

Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 42,465 lakhs as against Rs. 38,512 lakhs in the previous year, an increase of 10%.

Windmills:

The entire energy of approximately 20 lakhs units generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The earlier power purchase agreement expired on 29^th August, 2015, and was extended for another 10 years, at a reduced tariff of Rs. 2.23 per unit. The total revenue was Rs. 62 lakhs against Rs. 84 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was Rs. 42,527 lakhs for the year under review, as against Rs. 38,596 lakhs for the previous year.

Corporate Governance: Your Company has complied with all provisions of Corporate Governance, as required under the Listing Agreement / the SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System: Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report: A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the ''Management Discussion and Analysis Report'' enclosed hereto that forms an integral part of this Report. (Refer Annexure-A)

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company continues to explore all possible avenues to reduce energy consumption.

Street and high bay lights were replaced with energy efficient LED lights at a cost of more than Rs. 3.5 lakhs at both the lead recycling units.

Variable frequency drive, which will result in significant power savings, was installed for the ID fan of the fourth rotary furnace at Tirupati plant. This drive installed on the other three furnaces earlier.

The transformer at the Choutuppal plant was replaced with an optimal capacity transformer, which will reduce power losses, resulting in annual savings of about 11,000 units of energy.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo: Total foreign exchange used and earned: (Rs. in lakhs)

Particulars	2015-16	2014-15
a) Foreign Exchange earnings on exports	26.97	244.72
b) Foreign Exchange used on account of:
i) Foreign Travel	3.73	0.25
ii) Professional Charges	0.80	0.91
iii) Subscription charges	4.05	2.96
iv) CIF value of imports of raw material & others	12,036.92	12,426.55
v) Dividend for 201415/2013-14	3.60	2.47

Directors:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Smt. Vuyyuru Rajeswari will retire by rotation at the ensuing annual general meeting and being eligible, offers herself for reappointment.

Statutory Auditors:

M/s. JVSL & Associates, Chartered Accountants, expressed their inability to continue as Statutory Auditors of the Company due to personal reasons, and forwarded their resignation to the Chairman and Managing Director of the Company. The Board, at their meeting held on 13^thAugust, 2016, accepted their resignation. However, they will continue as Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting.

Further, on the recommendation of the Audit Committee, the Board of Directors of your company proposes to appoint M/s. Gokhale & Co., Chartered Accountants, Hyderabad, as Statutory Auditors of the Company at the ensuing annual general meeting.

Number of meetings of the Board:

Details of same are disclosed in the Corporate Governance Report.

Declaration of Independence:

This is to confirm that all the Independent Directors have affirmed their compliance with the criteria of Independence as provided in Section 149 (6) of the Companies Act, 2013.

Risk Management Policy:

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

Particulars of investments under Section 186 of the Companies Act, 2013:

The company had made an investment of Rs. 91.16 lakhs in equity shares of GLW Ltd. in the financial year 2008-09. The company had also made a provision for diminution in the entire value of the said investment by way of Rs. 45.58 lakhs each in the financial years 2012-13 and 2013-14. Further, the company has approached the Reserve Bank of India, seeking permission to write off the investments in GLW Ltd.

Deposits:

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

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

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

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014: Refer Annexure B Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Refer Annexure C Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014: Refer Annexure D

Extract of Annual Return (Form MGT-9) [(Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]: Refer Annexure E

Employees:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Directors'' Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and 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) The Directors had prepared the annual accounts on a going concern basis; and

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

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

Industrial Relations:

Acknowledgement:

Your Directors thank the customers, vendors, investors, and Andhra Bank for their continued support during the year.

For Board of Directors

Sd/-

V. Ramesh

Chairman and

Place: Hyderabad Managing Director

Date: 13-08-2016 DIN: 00296642

Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 30th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2014, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. In lakhs)

Particulars 2013-14 2012-13

Net Sales 27,818.45 27,063.41

Other Income 168.46 72.21

Profit before interest and depreciation 1,792.25 1,616.42

Less: Interest 629.83 595.76

Depreciation 323.30 323.08

Profit before exceptional & extraordinary items and tax 839.12 697.58

Exceptional & Extraordinary Item (Net of tax):

Profit on sale of Glass Lining Division - 1,468.15

Profit before Tax 839.12 2,165.73

Profit after Tax 521.07 1,979.42

Add: Opening balance in Statement of Profit & Loss 3,731.88 1,972.25

Amount available for appropriation 4,252.95 3,951.67

Appropriations:

Transfer to General Reserve 53.00 150.00

Proposed Dividend on equity shares 90.06 60.04

Income Tax on proposed Dividend 15.31 9.74

Surplus carried to Balance Sheet 4,094.58 3,731.88

Dividend:

Your Directors have pleasure in recommending a dividend of Rs. 3.00 per share for the Financial Year 2013-14.

Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 27,721 lakhs as against Rs. 25,987 lakhs in the previous year.

Windmills:

The entire energy of around 28 lakhs units generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 97 lakhs as against Rs. 45 lakhs in the previous year. The current year''s revenue includes an amount of Rs. 4 lakhs towards arrears for the short payments made earlier during Financial Year 2012-13.

Total:

The combined turnover of the Company, thus, was Rs. 27,818 lakhs for the year under review, as against Rs. 27,063 lakhs (including turnover of Rs. 1,031 lakhs from the discontinued operations) for the previous year.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System:

Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the ''Management Discussion and Analysis Report'' enclosed hereto that forms an integral part of this Report.

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988:

A. Conservation of Energy:

(i) Your Company continues to explore all possible avenues to reduce energy consumption. We have installed variable frequency drives for the induced draft fans being used in the pollution control equipment of our smelting process, resulting in an over 30% savings in power consumption. We are also exploring the possibility of using natural lighting options such as ''skyshade'' and solar lighting for our factory.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form ''A'' are not required to be furnished.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo: Total foreign exchange used and earned.

(Rs. in Lakhs)

Particulars 2013-14 2012-13

a) Foreign Exchange earnings on exports. 822.20 529.21

b) Foreign Exchange used on account of:

i) Foreign Travel 3.37 -

ii) C|F value of imports of raw material & others 13,980.20 9,861.09

iii) Dividend for 2012-13/2011-121 1.65 1.65

Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri Sandeep Ramesh will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

On 9th August, 2014 the Board of Directors of your Company, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Sri V. Ramesh as Managing Director of the Company for a period of 3 years with effect from 14th August, 2014, subject to the approval of the members at the ensuing Annual General Meeting.

On 9th August, 2014 the Board of Directors of your Company, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Sri Sandeep Ramesh as Executive Director of the Company for a period of 3 years with effect from 14th August, 2014, subject to the approval of the members at the ensuing Annual General Meeting.

Ministry of Corporate Affairs vide its General Circular No.14/2014, dated 9th June, 2014, has clarified that it would be necessary that if it is intented to appoint existing Independent Directors under the Companies Act, 2013, such appointment shall be made expressly under Section 149(10)/(11) read with Schedule IV of the Companies Act, 2013 within one year from 1st April, 2014. Therefore, upon a notice in writing from a member under Section 160 of the Companies Act, 2013, along with requisite deposits, your Board on the recommendations of the Nomination and Remuneration Committee, proposes for the appointment of Sri S. V. Narasimha Rao, Sri V. Ashok and Sri Satish Malladi as Independent Directors at the ensuing Annual General Meeting. The respective appointments have been proposed for a fixed tenure of five years having regard to the transitory provisions for the continuance of existing Independent Directors.

The company has received requisite notice in writing along with requisite deposits from a member of the company proposing the candidature of Sri Sridar Swamy and Sri Suketu Shah as Independent Directors of the company for a tenure of five years.

The company has received requisite notice in writing along with requisite deposit from a member of the company proposing the candidature of Smt. Vuyyuru Rajeswari as Director of the company.

Deposits:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2014 amount to Rs. 661 lakhs, which include Rs. 476 lakhs from related parties. Your Company is in the process of paying back all the fixed deposits, as they mature, during the course of the year, and does not plan to accept any new fixed deposits.

Auditors:

Statutory Auditor: Your Company''s auditors M/s. Sarathy & Balu, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and have expressed their inability to accept re-appointment. On the recommendations of the Audit Committee, the Board has proposed to appoint M/s. JVSL & Associates, Chartered Accountants, who have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013, as the statutory auditors, at the ensuing Annual General Meeting.

Cost Auditor:

On the recommendation of the Audit Committee, the Board of your company has appointed M/s. Kapardhi & Associates, Cost Accountants, as Cost Auditor for the Financial Year 2014-15.

Employees:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

Transfer of unclaimed and unpaid dividend to IEP Fund: Pursuant to Section 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs. 1,15,803/- in the unclaimed and unpaid Final dividend for 2005-06 and Rs. 68,764/- in the unclaimed and unpaid interim dividend for 2006-07 were transferred to the Investor Education and Protection Fund during the year. Disclosure as per listing agreement:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on Cash Flow Statements (AS-3), which forms part of Financial Statements, is appended to this Report.

Clause 43A:

Your Company''s shares are listed on the BSE Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2014-15 has been paid.

Directors'' Responsibility Statement:

Your Directors, in terms of Section 217(2AA) of the Companies Act, 1956, confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) that the directors had 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;

(iv) that the directors had prepared the annual accounts on a going concern basis.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For Board of Directors

V. Ramesh Place : Hyderabad Chairman and Managing Director Date : 9th August, 2014 DIN: 00296642

Mar 31, 2013

To The Members,

The Directors take pleasure in presenting the 29th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2013, together with the Auditors'' Report thereon.

Financial Results:

Your Companys results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2012-13 2011-12

Net Sales 27063.40 32181.30

Other Income 72.22 156.89

Profit before interest and depreciation 1616.42 1934.64

Less: Interes 595.77 900.00

Depreciation 323.08 215.01

Profit before exceptional & extraordinary 697.57 819.63

items and tax Exceptional & Extraordinary Item

(Net of tax) Â Profit on sale of GLD

Profit before Tax 2165.72 819.63

Profit after Tax 1979.42 566.74

Add: Opening balance in Statement of 1972.25 1518.28

Profit & Loss Amount available for appropriation 3951.67 2085.03

Appropriations:

Transfer to General Reserve 150.00 43.00

Proposed Dividend on equity shares 60.04 60.04

Income Tax on proposed Dividend 9.74 9.74

Surplus/(Deficit) carried to Balance 3731.89 1972.25 Sheet

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs.2.00 per share for the year 2012-13.

OPERATIONS:

Operations of the Company''s three divisions for the year under review were as follows:

LEAD DIVISION:

This year, the Lead division recorded sales of Rs.25,987 lakhs as against Rs.27,448 lakhs in the previous year.

WINDMILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs.45 lakhs as against Rs.88 lakhs in the previous year. As per the interim order passed by Andhra Pradesh Electricity Regulatory Commission (APERC), the company is receiving Rs.1.69 per unit instead of Rs.3.37 per unit. However, the Company has filed an appeal before the Appellate Tribunal for Electricity (APTEL) against the order passed by the APERC.

GLASS LINING :

This year, the Glass Lining division recorded sales of Rs.1,031 lakhs till 21st June, 2012, the date of transfer of the business to De Dietrich Process Systems India Private Limited.

TOTAL:

The combined turnover of the Company, thus, was Rs.27,063 lakhs for the year under review, as against Rs.32,181 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Companys certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form A are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. In lakhs)

Particulars 2012-13 2011-12

a) Foreign Exchange earnings on exports 529.21 1141.83

b) Foreign Exchange used on account of:

i) Foreign Travel

ii) CIF value of imports of raw material & others 98.61 11209.67

Iii) Commission on Sales

iv) Dividend for 2011-12 / 2010-11 1.65 1.65

DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri V. Ashok will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2013 amount to Rs.482.00 lakhs, which includes Rs.422.00 lakhs from related parties.

AUDITORS:

Statutory Auditor: Your Companys auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

Cost Auditor: Subject to the approval of the Central Government, your company has appointed Mr. N.V.S. Kapardhi, Cost Accountant, who has signified his willingness to accept the appointment and confirmed his eligibility under Section 224(1B) of the Companies Act, 1956, as Cost Auditor for the Financial Year 2013-14, as required under the Companies (Cost Audit Report) Rules, 2011, read with Sec. 209(1)(d) and Section 233B of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND TO IEP FUND:

Pursuant to Section 205C of the Companies Act, 1956, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs.62,367/- in the unclaimed and unpaid final dividend for 2004-05 was transferred to the Investor Education and Protection Fund during the year.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) is appended to this Annual Report.

Clause 43A:

Your Companys shares are listed on the BSE Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2013-14 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ending 31st March, 2013, and of the profit of the Company for that period.

iii. they had 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.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

Sd/-

Place: Hyderabad V. Ramesh

Date: 11-05-2013 Chairman and Managing Director

Mar 31, 2012

The Directors take pleasure in presenting the 28th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2012, together with the Auditors' Report thereon.

FINANCIAL RESULTS:

Your Company's results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2011-12 2010-11

Net Sales 32,181.30 29,933.47

Other Income 156.89 154.35

Profit before interest and depreciation and prior period adjustments 1,934.64 1,981.32

Less: Interest 900.00 768.90

Depreciation 215.01 198.32

Profit Before Tax and prior period adjustments 819.63 1,014.10

- Prior Period Adjustments 12.56 2.84

Profit Before Tax 832.19 1,016.94

Less: Provision for tax - Regular Tax 163.99 294.46

- Deferred Tax (asset)/ liability 101.46 4.80

Profit/(Loss) after tax for the year 566.74 717.68

Add/Less: Surplus/(Deficit) in P&L Account brought forward 1,518.28 924.62

Amount available for appropriation 2,085.03 1,642.30

Appropriations:

Transfer to General Reserve 43.00 54.00

Proposed Dividend on equity shares 60.04 60.04

Income Tax on proposed Dividend 9.74 9.97

Surplus/(Deficit) carried to Balance Sheet 1,972.25 1,518.29

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs. 2.00 per share for the year 2011-12.

OPERATIONS:

Operations of the Company's three divisions for the year under review were as follows

LEAD DIVISION:

This year, the Lead division recorded sales of Rs. 27,448 lakhs as against Rs. 25,395 lakhs the previous year.

WINDMILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 88 lakhs as against Rs. 73 lakhs the previous year.

GLASS LINING:

This year, the Glass Lining division recorded sales of Rs. 4,645 lakhs as against Rs. 4,466 lakhs the previous year.

TOTAL:

The combined turnover of the Company, thus, was Rs. 32,181 lakhs for the year under review, as against Rs. 29,933 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on 'Corporate Governance' and 'Corporate Social Responsibility' in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Company's certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form 'A' are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lakhs)

2011-12 2010-11

a) Foreign Exchange earnings on exports 1,141.83 4,474.16

b) Foreign Exchange used on account of:

i) Foreign Travel - 1.47

ii) CIF value of imports of raw material & others 11,209.67 13,341.24

iii) Commission on Sales - 15.44

iv) Dividend for 2010-11/2009-10 1.65 0.82

DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri S.V.Narasimha Rao, and Dr. M.R.Naidu will retire by rotation at the ensuing Annual General Meeting, and are eligible for reappointment.

Sri S V Narasimha Rao offers himself for reappointment, while Dr Naidu does not seek reappointment. The Board thanks Dr Naidu for his invaluable contributions to your Company during his long years of Directorship.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2012 amount to Rs. 287.00 lakhs, which includes Rs. 227.00 lakhs from related parties.

AUDITORS:

Statutory Auditor: Your Company's auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

Cost Auditor: As per the requirement of the Companies (Cost Accounting Records) Rules, 2011, read with Sec. 209(1)(d) and Section 233B of the Companies Act, 1956, your Company carried out an audit of Cost Accounting records relating to Wind Firm division for the year 2011-12. In this connection, your Company has appointed Mr. N.V.S. Kapardhi, Cost Accountant, as Cost Auditor for the Financial Year 2011-12. Further, subject to approval of the Central Government, your company has appointed Mr. N.V.S. Karpardhi, Cost Accountant, who has signified his willingness to accept appointment and confirmed his eligibility under Section 224(1B) of the Companies Act, 1956, as Cost Auditor for the Financial Year 2012-13.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND TO IEP FUND:

Pursuant to Section 205C of the Companies Act, 1956, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs. 30,075/- in the unclaimed and unpaid interim dividend for 2004-05 was transferred to the Investor Education and Protection Fund during the year.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Company's shares are listed on the BSE Limited, Mumbai, PJ. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2012-13 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed In the preparation of the annual accounts.

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ending 31st March, 2012, and of the profit of the Company for that period.

iii. they had 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.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

V. Ramesh

Place : Hyderabad Chairman and

Date : 21-07-2012 Managing Director

Mar 31, 2011

The Members,

The Directors take pleasure in presenting the 27th Annual Report on the operations of your Company and the Audited Accounts for the fi nancial year ended 31st March, 2011, together with the Auditors' Report thereon.

Financial Results:

Your Company's results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2010-11 2009-10

Net Sales 29,933.47 14,487.97

Other Income 73.17 16.63

Profi t before interest and depreciation and prior 1,981.32 1,122.25 period adjustments

Less: Interest 768.90 502.64

Depreciation 198.32 170.82

Profi t Before Tax and prior period adjustments 1,014.10 448.79

- Prior Period Adjustments 2.84 36.76

Profi t Before Tax 1,016.94 485.55

Less: Provision for tax

- Regular Tax 294.46 70.02

- Deferred Tax (asset)/ liability 4.80 91.66

Profi t/(Loss) after tax for the year 717.68 323.87

Add/Less: Surplus/(Defi cit) in P&L Account 924.62 645.87 brought forward

Amount available for appropriation 1,642.30 969.74

Appropriations:

Transfer to General Reserve 54.00 10.00

Proposed Dividend on equity shares 60.04 30.02

Income Tax on proposed Dividend 9.97 5.10

Surplus/(Defi cit) carried to Balance Sheet 1,518.28 924.62

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs. 2.00 per share for the year 2010-11.

OPERATIONS:

Operations of the Company's three divisions for the year under review were as follows

GLASS LINING:

This year, the Glass Lining division recorded sales ofRs. 4,466 lakhs as against Rs. 3,015 lakhs in the previous year.

LEAD DIVISION:

This year, the Lead division recorded sales of Rs. 25,395 lakhs as against Rs. 11,383 lakhs in the previous year.

WIND MILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 73 lakhs as against Rs. 90 lakhs in the previous year.

TOTAL:

The combined turnover of the Company, thus, was Rs. 29,933 lakhs for the year under review, as against Rs. 14,488 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certifi cate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on 'Corporate Governance' and 'Corporate Social Responsibility' in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Company's certifi cates for Quality Systems under ISO 9001 for the Glass Lining Division and the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form 'A' are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rs.)

Particulars 2010-11 2009-10

a) Foreign Exchange earnings on exports 44,74,16,389 31,53,43,946

b) Foreign Exchange used on account of:

i) Foreign Travel 1,46,918 2,60,200

ii) CIF value of im- ports of raw mate- rial & others 1,33,41,24,582 46,30,19,689

iii) Commission on Sales 15,44,027 2,05,373

iv) Dividend for 2009-10 82,500 -

PROPOSED EXPANSION:

The expansion of the recycling plant at Tirupati will be completed in the next few months.

The joint venture in Georgia is undergoing some teething problems, and your Directors hope that production and exports will resume soon.

DIRECTORS:

On 14th August, 2011 Sri V. Ramesh, Managing Director of the Company, has been reappointed as Chairman cum Managing Director of the Company.

On 14th August, 2011 Sri Sandeep Ramesh has been co-opted as an Additional Director, and appointed as Executive Director of the Company.

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri Satish Malladi will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

DEPOSITS:

Your Company has accepted fi xed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2011 amount to Rs. 395.50 lakhs, which includes Rs. 327.00 lakhs from related parties.

AUDITORS:

Your Company's auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information to be disclosed pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash fl ow statement in accordance with the Accounting Standard on cash fl ow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Company's shares are listed on the Bombay Stock Exchange Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2011-12 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the fi nancial year ending 31st March, 2011, and of the profi t of the Company for that period.

iii. they had taken proper and suffi cient 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.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

Place : Hyderabad V. Ramesh

Date : 14-08-2011 Chairman cum

Managing Director

Mar 31, 2010

The Directors take pleasure in presenting the 26th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2010, together with the Auditors Report thereon.

FINANCIAL RESULTS:

Your Companys results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2009-10 2008-09

Net Sales 14,487.97 9,564.23

Other Income 16.63 244.65

Profit before interest and depreciation and

prior period adjustments 1,122.25 256.34

Less: Interest 502.64 362.76

Depreciation 170.82 115.01

Profit Before Tax and prior period adjustments 448.79 (221.43)

- Prior Period Adjustments 36.76 (6.76)

Profit Before Tax 485.55 (214.67)

Less: Provision for tax - Regular Tax 70.02 -

- Deferred Tax (asset)/ liability 91.66 (2.44)

- Fringe Benefit Tax - 3.66

Profit/(Loss) after tax for the year 323.87 (215.89)

Add/Less: Surplus/ (Deficit) in P&L Account

brought forward 645.87 861.76

Amount available for appropriation 969.74 645.87

Appropriations:

Transfer to General Reserve 10.00 -

Proposed Dividend on equity shares 30.02 -

Income Tax on Dividend 5.10 -

Surplus/(Deficit) carried to Balance Sheet 924.62 645.87

969.74 645.87

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Re.1.00 per share for the year 2009-10.

OPERATIONS:

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

GLASS LINING:

This year, the Glass Lining division recorded sales of Rs.3,015 lakhs as against Rs.3,650 lakhs in the previous year.

LEAD DIVISION:

This year, the Lead division recorded sales of Rs.11,383 lakhs as against Rs.5,834 lakhs in the previous year.

WIND MILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs.90 lakhs as against Rs.81 lakhs in the previous year.

The combined turnover of the Company, thus, was Rs.14,488 lakhs for the year under review, as against Rs.9,565 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Companys certificates for Quality Systems under ISO 9001 for the Glass Lining Division and the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form A are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rupees)

2009-10 2008-09

a) Foreign Exchange

earnings on exports 31,53,43,946 5,26,29,681

b) Foreign Exchange used on account of:

i) Foreign Travel 2,60,200 2,69,411

ii) CIF value of imports of raw material & others 46,30,19,689 41,51,54,329

iii) Commission on

Sales 2,05,373 9,05,556

iv) Dividend

for 2007-08 - 1,74,522

PROPOSED EXPANSION:

Your Company is increasing the annual capacity of its Lead re-cycling unit near Tirupati from 20,000 MT to 50,000 MT.

Your Companys Joint Venture unit in the Republic of Georgia has started commercial production, and the first shipment from this unit has been despatched to us. The project will facilitate availability of raw materials at a concessional price, on a continuous basis.

DIRECTORS:

Sri T. Panduranga Rao, Chairman of the Company, who was associated with the Company since 1994, passed away on 22nd January, 2010. Your Directors place on record their sincere appreciation of the contribution made by Sri T. Panduranga Rao.

Sri Ramanan Ramamurti, Director of the Company, passed away on 13th June, 2010. Your Directors place on record their sincere appreciation of the contribution made by Sri Ramanan Ramamurti.

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Dr. M. R. Naidu and Sri V. Ashok will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2010 amount to Rs. 346.50 lakhs, which includes Rs.228.00 lakhs from related parties.

AUDITORS:

Your Companys auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information to be disclosed pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the rules framed thereunder, is annexed and forms part of this report.

SETTLEMENT OF CASES WITH GMM PFAUDLER LTD. AND ITS SUBSIDIARIES:

As stated in the Directors Report of last year, the Company has transferred all 6,30,095 shares in the company to GMM Pfaudler Ltd, and its associates, Karamsad Holdings Limited, Karamsad Investments Limited, and Karamsad Securities Private Limited. Accordingly, the dividends held in abeyance on these share have been paid to the respective companies.

FRAUD BY A FOREIGN SUPPLIER:

During 2009-10, one of the foreign suppliers (N. S. Bulgaria Ltd.) has committed a fraud on the company to the tune of Rs.49.20 lacs and the same has been charged off to the Profit & Loss Account. The company has initiated legal proceedings against the supplier.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Companys shares are listed on the Bombay Stock Exchange Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2010-11 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ending 31st March, 2010, and of the profit of the Company for that period.

iii. they had 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.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

V. Ramesh

Managing Director

Place : Hyderabad S. V. Narasimha Rao

Date : 14th August, 2010 Director

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