Directors Report of Nimbus Projects Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 32^nd (Thirty Second) Annual Report of the Company along with the Audited
Financial Statements (Standalone and Consolidated) for the financial year 2024-25.

1. PERFORMANCE OF THE COMPANY:

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

(Rs. in Lakh)

Particulars	Standalone		Consolidated
	For the financial year ended March 31,2025	For the financial year ended March 31, 2024*	For the financial year ended March 31, 2025	For the financial year ended March 31, 2024*
Revenue from Operations	151.12	586.18	17829.71	717.75
Other Revenues including shares of profit form jointly controlled partnership firms	3898.21	1201.03	5133.63	9709.26
Total Revenue	4049.33	1788.01	22963.34	10427.04
Less : Expenses	4508.91	1037.33	21969.52	1338.98
Profit/(loss) before Interest, Depreciation & Tax (PBITDA)	(459.58)	750.69	993.82	9088.03
Finance Charges	541.41	101.25	1102.71	215.40
Depreciation and Amortization	18.25	22.05	108.81	22.07
Provision for Income Tax (including for earlier years)	255.68	113.42	677.78	1343.44
Share of Profit/(loss) of Associates	-	-	7262.98	1805.00
Net Profit/(Loss) After Tax	(1274.92)	513.96	6367.50	9312.14
Total Comprehensive Income	(1275.17)	513.42	6376.70	9314.76
Non-Controlling Interest	-	-	74.50	2651.18
Net profit after netting of non-controlling Interest	-	-	6302.20	6663.58
Adjustments due to merger	-	-	(9198.48)	-
Profit/(Loss) brought forward from previous year	(2140.29)	(2653.72)	4285.46	(2378.12)
Profit/(Loss) carried to Balance Sheet	(3415.46)	(2140.29)	1389.18	4285.46

Notes:

1. The above figures have been extracted from the audited standalone and consolidated financial statements prepared as
per Indian Accounting Standard (IND-AS).

2. The previous years’ figures are appropriately restated to give effect to scheme of amalgamation and consolidation of
financial statements of subsidiaries, associates and partnership firms.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

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

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

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

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

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

BUSINESS OVERVIEW OF THE COMPANY

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

NEW PROJECT UNDERTAKEN BY THE COMPANY

M/s Sunworld Residency Private Limited (‘SRPL’) have been allotted a piece of land over Plot No GH-01/C, Sector-168,
Noida Distt. Gautambudh Nagar, Uttar Pradesh covering an area of 40,221.26 sq. mtrs of land by Noida Authority. Lease
Deed of the said land was registered on 01/09/2010 at the office of Sub Registrar Noida. SRPL commenced the development
& construction of the project on the said plot under the name & style of “Sunworld Arista” in accordance with the sanction
plans approved by the Authority. However, due to several business challenges, including unfavorable market conditions &
financial constraints SRPL was unable to continue with the development of phase-2 of the project having RERA Regn No.
UPRERAPRJ11625 consisting of Towers 5,7,8,9 & club of the project. Area under Development is 10957 Sq. Mtrs. The
development of project had been stalled & suspended since from a long time and SRPL was exploring potential means to
revive the stalled project. Nimbus Projects Limited agreed to acquire the project in respect to the development & sales rights
over the undeveloped portion of the project consisting of Towers 5,7,8,9 and club having RERA Reg. no. UPRERAPRJ11625.
On 04.10.2024, Joint Development Agreement with SRPL was executed in the terms of legacy stalled scheme policy dated
July 2023, formulated by the Amitabh Kant Committee & sanctioned by the Govt. of Uttar Pradesh. The Agreement was
registered before the Sub Regsitrar-1, Gautam buddha Nagar NOIDA Authority in its 215th Board Meeting held on 26/10/
2024 recognized the Company to complete the stalled project of SRPL at plot no. GH01/C, Sector-168, Noida. Further Noida
Authority vide letter no. nOidA/MU.vA.NA/2024/III-268/270 dated 11/11/2024 has extended the validity of approved map &
layout up to 23/01/2030. Pursuant to Authority approval, Company jointly with Sunworld Residency Private Limited filed an
application before Real Estate Regulatory authority, Lucknow for adding the name of the company as promoter in the project
and to extend the end date of the project up to 23.01.2030. RERA vide Letter dated 19.07.2025 recognized Nimbus Projects
Limited as a Co-Promoter in the Project “Sunworld Arista (Ph-2, T-5,7,8,9) Club. Further RERA vide Letter dated 22.07.2025
extended the end date of the project upto 23.01.2030 & directed that Nimbus Projects Limited shall act as a Lead Promoter
in the project and shall be responsible to Develop the Project.

PROJECTS DEVELOPED BY THE COMPANY

a) EXPRESS PARK VIEW- I

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

b) THE HYDE PARK

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

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

c) THE GOLDEN PALMS

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

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

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

d) THE EXPRESS PARK VIEW II

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

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

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

e) NIMBUS THE PALM VILLAGE

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

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

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

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

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

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

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

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4. DIVIDEND AND RESERVES

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

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

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

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

5. SHARE CAPITAL

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

i) Rs. 25,00,00,000 (Rupees Twenty-Five Crore) consisting of 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs.
10/- (Ten) each; and

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

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

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

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

Pursuant to order passed by Hon’ble National Company Law Tribunal, New Delhi Bench and Hon’ble National Company Law
Tribunal, Kolkata Bench dated January 23, 2025 and April 07, 2025 respectively, sanctioning the Scheme of Arrangement
for Amalgamation of Gupta Fincaps Private Limited (“Transferor Company 1”), Urvashi Finvest Private Limited (“Transferor
Company 2”), Intellectual Securities Private Limited (“Transferor Company 3”), Happy Graphics and Exhibition Private Limited
(“Transferor Company 4”), Link Vanijya Private Limited (“Transferor Company 5”), Dynamo Infracon Private Limited (“Transferor
Company 6”), Pushpak Trading & Consultancy Private Limited (“Transferor Company 7”), Mokha Vyapaar Private Limited
(“Transferor Company 8”), Padma Estates Private Limited (“Transferor Company 9”) with Nimbus Projects Limited (“Transferee
Company”) under Section 230 - 232 of the Companies Act, 2013, the Authorized share capital of all the Transferor Companies
has been clubbed with that of the Company.

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

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

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

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

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

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

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

6. DEMATERIALISATION OF SHARES

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

7. LISTING OF SHARES

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

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Appointment / Re-appointment of Directors:

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

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

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

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

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

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

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

B. KEY MANAGERIAL PERSONNEL:

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

S. No.	Names	Designation(s)
1.	Mr. Bipin Agarwal	Managing Director
2.	Mr. Jitendra Kumar	Chief Financial Officer
3.	Ms. Ritika Aggarwal*	Company Secretary and Compliance Officer
4.	Ms. Nisha Sarayan#	Company Secretary and Compliance Officer

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

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

9. INDEPENDENT DIRECTORS

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

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

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

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

10. NUMBER OF MEETINGS OF THE BOARD

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

11. COMMITTEES OF THE BOARD

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

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

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

12. STATUTORY DISCLOSURES

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

13. PUBLIC DEPOSITS

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

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

14. INSURANCE

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

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

htlcs:/iwww.nimbusDiDiecisltd.com^]loads/codes coljdes/Ftevised Policy on materially of Related Party Transactions and on dealing with Related Party Transactions 18 02 2025.cdf

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

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 is set out as “Annexure- I” to this report.

17. RISK MANAGEMENT POLICY

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

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

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

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

1. Capital Infraprojects Private Limited;

2. Golden Palms Facility Management Private Limited [ ceased to be an Associate Company on March 31, 2025.]

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

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

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

a) N.N. Financial Services Private Limited - Material Subsidiary

b) Pelican Realty Ventures Private Limited - Subsidiary

c) Brothers Trading Private Limited - Associate

d) Nimbus (India) Limited - Associate

e) World Resorts Limited - Associate

20. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

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

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

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

The individual performance of the subsidiaries is as follow:

A. Subsidiaries:

Particulars	N.N. Financial Services Private Limited as at March 31,2025 (Rs. In Lakh)	Pelican Realty Ventures Private Limited as at March 31, 2025 (Rs. In Lakh)
Total Revenue	1890.54	409.16
Less : Expenses	22.69	245.29
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	1867.85	163.87
Finance Charges	0.01	107.07
Depreciation	-	0.10
Provision for Income Tax (including for earlier years)	0.82	27.11
Exceptional Items	-	-
Net Profit/(Loss) After Tax	1867.02	29.59

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

Particulars	IITL-NIMBUS, THE EXPRESS PARK VIEW (EPV) (Rs. in Lakh)	IITL-NIMBUS, THE PALM VILLAGE (PV) (Rs. in Lakh)
Total Revenue	17387.61	91.81
Less : Expenses	19401.48	1742.25
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(2013.87)	(1650.44)
Finance Charges	470.88	23.77
Depreciation	50.23	40.24
Provision for Income Tax (including for earlier years)	41.55	0.19
Exceptional Items	-	-
Net Profit/(Loss) After Tax	(2576.53)	(1714.63)

C. Associate Companies:

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

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

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

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

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

The individual performance of the associate companies are as follows:

Particulars	Capital Infraprojects Private Limited as at March 31,2025 (Rs. In Lakh)	Brothers Trading Private Limited as at March 31, 2025 (Rs. In Lakh)	Nimbus (India) Limited as at March 31,2025 (Rs. In Lakh)	World Resorts Limited as at March 31,2025 (Rs. In Lakh)
Total Revenue	1413.06	8536.54	4416.90	15947.61
Less : Expenses	404.56	341.67	532.79	1715.60
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	1008.5	8194.87	10779.52	14348.84
Finance Charges	449.20	-	189.53	-
Depreciation	0.23	-	71.80	46.88
Provision for Income Tax (including for earlier years)	6.01	2129.31	126.42	968.55
Exceptional Items	-	-	-	-
Net Profit/(Loss) After Tax	533.06	6065.56	3757.69	13263.46

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

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

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

The policy for determining material subsidiaries of the Company is available on the Company’s website at: https://
www.nimbusproiectsltd.com/uploads/codes policies/REVISED POLICY ON MATERIAL SUBSIDIARY 18 02 2025.pdf

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

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

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

22. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

23. HUMAN RESOURCES

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

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

25. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

26. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

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

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointmentand Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout
the year that was in receipt of remuneration of rupees one crore two lakh or more. Further, during the year under review,
there was no employee of the Company employed for a part of year who was in receipt of remuneration of rupees eight lakh

and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the
remuneration drawn by the Managing Director during the financial year 2024-25 and held by himself or along with his
spouse and dependent children, not less than 2% of the equity shares of the Company.

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

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

27. AUDITORS AND AUDITOR’S REPORT

i. STATUTORY AUDITORS

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

ii. SECRETARIAL AUDITORS

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

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

iii. INTERNAL AUDITORS

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

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

iv. COST AUDITORS

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

v. AUDITORS’ REPORT

a) The Auditors’ Reports on Standalone Financial Statement: The standalone Auditors’ Reports on standalone financial
statement for the financial year 2024-25 does not contain any qualification, reservation or adverse remark. Further,
the report read together with the notes on accounts are self-explanatory and therefore, in the opinion of the Directors,
do not call for any further explanation. The Auditors’ Report is enclosed with the financial statements in this Annual
Report.

b) Board’s Comment on the Auditors’ Reports on Consolidated Financial Statement: The Board has examined
the ‘emphasis of matter’ mentioned in the consolidated audit report on the Consolidated Financial Statement of the
Company for the financial year ended 31^st March, 2025 w.r.t Capital Infraprojects Private Limited, an Associate
Company.

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

Auditors Comments:

i. We refer Note 30 of the Ind AS Financial Statements regarding "the material uncertainty relating to Going Concern"

- As at March 31, 2025, the current liabilities of the Company exceeded its current assets by Rs.49.34 crore
(31.03.2024: Rs.54.85 crore). After period ended March 31,2025, commitments falling due within a year are towards
redemption of preference shares for Rs.41.46 crore, etc. These conditions along with Company''s inability to raise

funds, with normal business operations being substantially curtailed, indicate the existence of a material uncertainty
and significant doubt about the Company''s ability to continue as a going concern. However, the management has
prepared the Financial Statement as Going Concern.

Board’s Reply:

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

Auditors Comments:

ii. “We draw attention to Note 8(c) of the lnd AS Financial Statements. As on 31^st March, 2025, the Company has
significant Current Liabilities towards unsecured lenders, development rights, customers, etc. ln our view, the
current assets are insufficient to liquidate the current liabilities. Also, Current liability exists towards holders of
Redeemable Preference Shares (RPS). Again, the estimated realizable value of assets is short of RPS liability.
These conditions indicate the existence of uncertainty that may cast significant doubt on the Company''s ability to
realize its assets adequate enough to discharge its liabilities in the normal course of business. The ultimate outcome
of these matters ls at present not ascertainable. Accordingly, we are unable to comment on the consequential
impact, if any, on the accompanying lnd AS financial statements."

Our opinion is not modified in respect of above matter.

Board’s Reply:

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

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

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

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

f) Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 a Secretarial Compliance Report issued by Mr.
Kapil Dev Vashisth, Practicing Company Secretary, was filed by the Company to the stock exchanges within
prescribed time for the financial year 2024-25. A copy of the certificate is enclosed as “Annexure-IX” to the Board’s
report. The observations made by the PCS was duly replied therein.

28. REPORTING OF FRAUDS BY AUDITORS

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

29. CORPORATE SOCIAL RESPONSIBILITY

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

30. SECRETARIAL STANDARDS

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

31. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) annual financial statements have been prepared on a going concern basis;

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

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

32. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

33. SCHEME OF AMALGAMATION

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

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

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

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

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

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

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

34. CORPORATE GOVERNANCE

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

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

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

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

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed off during the year - Nil

(c) number of cases pending for more than ninety days - Nil

36. CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

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

https://www.nimbusproiectsltd.com/uploads/codes policies/Policy on prevention of Sexual Harassment POSH of women at workplace.pdf

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

S.No.	Name of Person	Designation in Committee
1.	Ms. Ritika Aggarwal	Presiding Officer
2.	Mr. Jitendra Kumar	Member
3.	Ms. Deepti Verma	Member
4.	Mr. Shantanu Chandra	External Member

37. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

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

38. ANNUAL RETURN

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

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

39. BOARD POLICIES/CODES

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

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

40. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

Your Company aims to provide its Independent Directors, insight into the Company’s business model enabling them to
contribute effectively. The details of familiarization programs may be accessed on the website of the Company, at:

https://www.nimbusproiectsltd.com/familiarization-programmes

41. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP

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

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

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

42. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

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

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

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

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

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

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

44. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor’s information such as financial results, policies/codes, disclosures and project updates
are made available on the Company’s website (www.nimbusproiectsltd.com) on a regular basis.

45. ACKNOWLEDGEMENT

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

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

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

For and on behalf of Board of Directors
Nimbus Projects Limited

Date: August 12, 2025 Bipin Agarwal

Place: New Delhi Chairman & Managing Director

DIN: 00001276

---

Mar 31, 2024

Your Directors have pleasure in presenting the 31^st (Thirty First) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year 2023-24.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the financial year ended March 31,2024 are summarized below for your consideration:

(Rs. in Lakh)
Particulars	Standalone		Consolidated
	For the financial year ended March 31, 2024	For the financial year ended March 31,2023	For the financial year ended March 31,2024	For the financial year ended March 31, 2023
Revenue from Operations	586.98	226.67	586.98	226.67
Other Revenues & shares of profit form jointly controlled partnership firms	984.06	3359.51	984.06	3359.51
Total Revenue	1571.04	3,586.18	1571.04	3,586.18
Less : Expenses	922.55	350.71	922.55	350.71
Profit/(loss) before Interest, Depreciation & Tax (PBITDA)	648.49	3,235.47	648.49	3,235.47
Finance Charges	514.62	995.63	995.63	995.63
Depreciation and Amortization	21.99	24.45	24.45	24.45
Provision for Income Tax (including for earlier years)	110.44	7.17	110.44	7.17
Share of Profit/(loss) of Associates	-	-	(0.54)	(0.30)
Net Profit/(Loss) After Tax	1.44	2,208.22	1.06	2,207.93
Total Comprehensive Income	0.90	2,208.55	0.52	2,208.26
Profit/(Loss) brought forward from previous year	(2653.72)	(4,862.26)	(2653.95)	(4,862.20)
Profit/(Loss) carried to Balance Sheet	(2652.82)	(2,653.72)	(2653.43)	(2,653.94)

Notes:

1. The above figures have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standard (IND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

a) Standalone Results of operation: During the financial year under review, your Company’s standalone revenue from operations is Rs. 586.98 Lakh as compared to revenue of Rs. 226.67 Lakh in the last year. The standalone profit of your Company is Rs. 1.44 Lakh as compared to the profit of Rs. 2208.22 Lakh in the last year.

b) Consolidated Results of operation: During the financial year under review, your Company has consolidated its Financial Statement w.r.t. to its Associate Companies viz Capital Infraprojects Private Limited and Golden Palms Facility Management Private Limited.

The Company’s consolidated revenue from operations is Rs. 586.98 Lakh as compared to revenue of Rs. 226.67 Lakh in the last year, an increase of 258.96%. The consolidated profit of your Company is Rs. 1.06 Lakh compared to the profit of Rs. 2,207.93 Lakh in last year. The consolidated profits of the Company get decreased upon consolidation of financial statements of associate companies. The individual performance of these associate companies has been discussed under the relevant head of this report.

BUSINESS OVERVIEW

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

PROJECTS DEVELOPED BY THE COMPANYa) EXPRESS PARK VIEW- I

The Company is pleased to deliver its very first project namely “Express Park View” situated at Plot 10B, Sector CHI V, Greater Noida. Flats are being delivered to the allottees and the process of execution of Sub-Lease Deed in favour of the allottees is in progress and till March 31, 2024.The Company has executed 304 Sub-Lease Deeds in favour of the respective allottees. This Project consists of 332 flats in total, which are completely sold out as on 31.03.2024.

b) THE HYDE PARK

In partnership with IITL Projects Limited, the Company has jointly developed the project “The Hyde Park”. IITL Projects Limited has made an exit from the partnership on 16.01.2024. Nimbus Propmart Private Limited has been admitted as a new partner in the partnership firm “M/s. IITL-Nimbus, The Hyde Park, Noida w.e.f 16.01.2024 sharing 50:50 profit/ loss in the firm. The Hyde Park, Noida, offers a prime location with convenient access to a metro station, an expressway, shopping complexes, an educational hub, and a hospital. It is surrounded by a large cluster of upscale housing projects on one side and green areas on the other. Spanning across an area of approximately 60,348.53 square meters in Sector 78, Noida, this project comprises a total of 2,092 flats. The construction of the entire project is finished, and the completion certificate has been obtained for the 23 residential towers and a commercial complex. The possession of flats and commercial shops is currently underway, with 2,090 flats & 58 shops has already sold out and out of which 2089 flat owners and 58 shop owners have taken physical possession. As of March 31, 2024 the firm has executed 1,958 Sub-Lease Deeds in favor of the allottees.

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

c) THE GOLDEN PALMS

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

The construction of the entire project is completed, and the necessary completion certificate has been obtained for the 13 residential towers, which also include a commercial area. The possession of flats and commercial shops is currently in full swing. As of March 2024, the Company has sold 1,387 flats and 47 shops and out of which 1380 flat owners and 46 shop owners have taken physical possession of their flats & shops. Furthermore, as of March 31,2024, the Company has executed 1,209 sub-lease deeds in favour of the allottees.

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

d) THE EXPRESS PARK VIEW II

In collaboration with IITL Projects Limited, the Company has jointly been developing the project “The Express Park View-II”. IITL Projects Limited has made an exit from the partnership on 06.10.2023. Nimbus Propmart Private Limited has been admitted as a new partner in the partnership firm “M/s. IITL-Nimbus, The Express Park View w.e.f 06.10.2023 sharing profit/loss of the firm in the ratio of their capital contribution in the firm. In this project, a total of 10 towers (High Rise) have been constructed by the firm, and Completion Certificate for all the ten towers has been duly received from Competent Authority. The project comprises of total no. of 1320 flats out of which 1261 flats has been sold out till March, 2024 and 1148 allottees have taken possession of flats till March 31, 2024. As on 31st March 2024 firm has executed 790 Sub-Lease Deed in favour of the allottees.

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

The firm has, on March 31, 2021, launched the Low Rise Apartments in the Project. It is separately registered as independent project under Real Estate (Regulation & Development) Act, 2016. The Registration No. of the project is

UPRERAPRG555694. The extended date of Completion of the Project is January 23, 2025. The projects consist of 16 Low rise Towers (G 4) having 310 Low rise apartments. Firm has already booked 164 flats in the project till March 31, 2024.

e) NIMBUS THE PALM VILLAGE

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

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

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

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

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4. DIVIDEND AND RESERVES

Your Directors has decided not to recommend any dividend for the financial year ended March 31,2024. For the year under review, the Company is not required to transfer any amount to any reserve.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

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

5. SHARE CAPITAL

The authorized share capital of the Company as on March 31,2024 was Rs. 45,00,00,000/- (Rupees Forty Five Crore only) consisting of:

i) Rs. 25,00,00,000 (Rupees Twenty-Five Crore) consisting of 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Ten) each; and

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

The issued, subscribed and paid capital of the Company, as on March 31 2024, is Rs. 30,49,30,000/-(Rupees Thirty Crore Forty Nine Lakh Thirty Thousand Only) consisting of :

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

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

During the year under review, there was no change in the capital structure of the Company.

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

6. DEMATERIALISATION OF SHARES

As on March 31, 2024, 93.26 % of the Company’s total equity paid up capital representing 1,01,07,289 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc, shall be carried out in dematerialized form only. The Company requests the shareholders who hold shares in physical form to get their shares dematerialized.

7. LISTING OF SHARES

The Company’s equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the year 202324 has been paid to stock exchange.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Appointment / Re-appointment of Directors:

i. In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Rajeev Kumar Asopa, Director (DIN: 00001277) is liable to retire by rotation at the ensuing Annual General Meeting. He, being eligible, seeks his reappointment as Director at the 31^st Annual General Meeting of the Company. The Nomination and Remuneration Committee has also reviewed his candidature for re-appointment as Director liable to retire by rotation. The Nomination and Remuneration Committee and the Board while considering his appointment have checked the declarations of Mr. Rajeev Kumar Asopa that he is not debarred from holding the office by virtue of any Order of MCA/SEBI or any other authority.

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

ii. Based on the recommendation of the Nomination & Remuneration Committee (NRC), the Board of Directors at its Meeting held on 12^th August, 2024, inter alia, considered and recommended the appointment of following Directors to the members at 31^st AGM for approval:

• Mr. Deepak Kumar Lath (DIN: 00341732) as an Independent Director to hold the office as an Independent Director for a term of 5 (five) years from September 27, 2024 up to September 26, 2029 (both days inclusive),

• Ms. Aradhana Singh (DIN: 10019212) as an Independent Woman Director to hold the office as an Independent Director for a term of 5 (five) years from September 27, 2024 up to September 26, 2029 (both days inclusive),

The Nomination and Remuneration Committee and the Board while recommending the appointment Mr. Deepak Kumar Lath and Ms. Aradhana Singh have checked their declarations that they are not debarred from holding the office of director by virtue of any Order of MCA/SEBI or any other authority.

The Board recommends Special Resolution(s) for your approval.

A brief resume and other details relating to the Directors seeking appointment / re-appointment, as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards are furnished in the notice convening the 31^st Annual General Meeting and forming a part of the Annual Report.

iii. Mr. Surinder Singh Chawla (DIN: 00398131), a Non-Executive Independent Director, ceased to be a Independent Director of the Company with effect from September 30, 2024, upon completion of second term of 5 (five) years.

B. KEY MANAGERIAL PERSONNEL:

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

S. No.	Names	Designation(s)
1.	Mr. Bipin Agarwal	Chairman & Managing Director
2.	Mr. Jitendra Kumar	Chief Financial Officer
3.	Ms. Nisha Sarayan#	Company Secretary and Compliance Officer

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

II) On the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Ritika Aggarwal (M.No A69712) as Company Secretary and Compliance Officer w.e.f June 25, 2024.

9. INDEPENDENT DIRECTORS

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

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and regulations 16(1)(b) of the SEBI (LODR) Regulations, 2015. In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that

they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Independent Directors of the Company have registered themselves with the Independent Director’s Database maintained by the Indian Institute Corporate Affairs (MCA) and possess proficiency certificates.

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

10. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 8 (Eight) Board meetings were held and the gap between any two meetings did not exceed the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of Board’s composition and the attendance of each director during the financial year 2023-24 are given in the corporate governance report forming a part of this Annual Report.

11. COMMITTEES OF THE BOARD

The Board has 4 (Four) Committees i.e the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the Committee of Independent Directors.

The Board at its meeting held on August 12, 2024 has reconstituted the the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee by including Mr. Rajeev Kumar Asopa, Non-Executive Non Independent Director as a member of these Committees.

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

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

12. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2023-24 as per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

13. PUBLIC DEPOSITS

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

Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for financial year ended March 31,2024 with the Registrar of Companies (ROC).

14. INSURANCE

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

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

During the year under review, all Related Party Transactions were prior-approved by the Audit Committee. All repetitive Related Party T ransactions along with the estimated transaction value and terms thereof were approved by the Audit Committee under “Omnibus Approval” before the commencement of financial year and thereafter reviewed them quarterly. The Board also reviewed and approved the transactions with related parties on the recommendation of the Audit Committee. The Company has a Board approved policy on dealing with Related Party Transactions and the same has been uploaded on the Company’s website at:

httcs:/Awww.nimbusproiectsltd.coiWuploads/codes policies/Revised Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions.pdf

The details on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 30 to the Standalone and Consolidated Financial Statements forming a part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure- I” to this report.

17. RISK MANAGEMENT POLICY

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

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

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

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

The Company neither has any holding & subsidiary, joint venture; nor has any Company become or ceased to be its holding & subsidiary, joint venture, during the year.

During the financial year under review, there were two associate companies:

i) Capital Infraprojects Private Limited;

ii) Golden Palms Facility Management Private Limited

20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of the report.

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, pursuant to Company’s application for scheme of amalgamation, Hon’ble NCLT, Delhi Bench has passed an order dated February 20, 2024 directing the holding of meeting of Equity Shareholders of the Nimbus Projects Limited (the transferee Company) and dispensing with the requirement of holding meetings of the Preference Shareholders and the creditors of the Nimbus Projects Limited, and dispensing with the requirement of holding meetings of the shareholders and the creditors of the other Delhi based transferor Companies undergoing merger.

Further, pursuant to an application for scheme of amalgamation, Hon’ble NCLT, Kolkata Bench has passed an order dated March 13, 2024 for dispensing the meetings of Equity Shareholders and creditors of Kolkata based transferor Companies undergoing merger with Nimbus Projects Limited (the transferee Company).

However, there were no other significant and material orders passed by any regulators/courts/tribunals that could impact the going concern status and the Company’s operations in future during the year under review.

22. HUMAN RESOURCES

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

23. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

25. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

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

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of rupees one crore two lakh or more. Further, during the year under review, there was no employee of the Company employed for a part of year who was in receipt of remuneration of rupees eight lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2023-24 and held by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

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

Furthermore, a list of top ten employees in terms of remuneration drawn during the financial year 2023-24 is annexed with the report as “Annexure- III”.

26. AUDITORS AND AUDITOR’S REPORTi. STATUTORY AUDITORS

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

ii. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013, your directors at their meeting held on May 29, 2023 had re-appointed Mr. Kapil Dev Vashisth, Practicing Company Secretary (Certificate of Practice No. 5458) as the Secretarial Auditors for the financial year 2023-24.

iii. INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, your directors had re-appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN: 026112N) as Internal Auditors for financial year 2023-24.

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

iv. COST AUDITORS

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

v. AUDITORS’ REPORT

a) The Auditors’ Reports on Standalone Financial Statement: The standalone Auditors’ Reports on standalone financial statement for the financial year 2023-24 does not contain any qualification, reservation or adverse remark. Further, the report read together with the notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

b) Board’s Comment on the Consolidated Auditors’ Reports on Consolidated Standalone Financial Statement: The

Board has examined the ‘emphasis of matter’ mentioned in the consolidated audit report on the Consolidated Financial Statement of the Company for the financial year ended 31^st March, 2024 w.r.t Capital Infraprojects Private Limited, an Associate Company.

The Board of Directors of the Company noted the reply provided by the Associate Company to the auditors’ qualifications in the financial statement as on 31^st March, 2024 of the Capital Infraprojects Private Limited and the Board forwards the follows replies based on the reply received from the associate company:

Auditors Comments:

1. “Refer Note 31 of the Revised Ind AS Financial statements regarding "the material uncertainty relating to Going Concern" - As at March 31, 2024, the current liabilities of the Company exceeded its current assets by Rs 54.85 crore (previous year Rs 17.39 crore). During the year ended March 31, 2024, the Company has incurred loss (before exceptional item) of Rs 9.63 crore and has commitments falling due within a year towards redemption of preference shares for Rs 41.46 crore, etc. These conditions along with Company''s inability to raise funds, with normal business operations being substantially curtailed, losses incurred, and absence of any new business plans indicate the existence of a material uncertainty and significant doubt about the Company''s ability to continue as a going concern. However, the management has prepared the Revised Financial Statement as Going Concern."

Board’s Reply :

Their management is currently exploring opportunities for its next venture and is engaged in discussions with various organizations to explore join development opportunities for the real estate projects. In addition to exploring joint development opportunities, the management team is actively pursuing potential ventures for the development of new real estate projects. The management assures that the Company is a going concern and is actively engaged in commencing new real estate ventures.”

Auditors Comments:

2. "We draw attention to Note 8(c) of the Revised lnd AS Financial Statements. As on 31st March, 2024, the Company has significant Current Liabilities towards unsecured lenders, development rights, customers, etc. ln our view, the current assets are insufficient to liquidate the current liabilities. Also, Current liability exists towards holders of Redeemable Preference Shares (RPS). Again, the estimated realizable value of assets is short of RPS liability. These conditions indicate the existence of uncertainty that may cast significant doubt on the Company''s ability to realize its assets adequate enough to discharge its liabilities in the normal course of business. The ultimate outcome of these matters ls at present not ascertainable". Accordingly, we are unable to comment on the consequential impact, if any, on the accompanying Revised lnd AS financial statements."

Our opinion is not modified in respect of above matter.

Board’s Reply:

Their management has expanded the business horizons by undertaking new allied activities and has thus amended the main object clause of the Memorandum of Association in the Extra Ordinary General Meeting held on July 11, 2023 as to include the business of real estate consultancy services , property marketing, real estate brokers, agents, or facilitators in buying, selling, leasing, renting, or otherwise dealing with immovable properties such as residential, commercial, industrial, agricultural or any other type of real estate property or otherwise .

By undertaking the new activities, the company is hopeful that it will generate enough cash flow to meet out its liabilities towards redemption of preference shares.

Keeping in mind time involved in such infusion of fund, and with the consents of the preference shareholders and equity shareholders, the company has extended time period of redemption of preference shares for a further period of three years. This period is still subsisting.

c) The Secretarial Auditors’ Report (Form MR-3) for the financial year 2023-24 is enclosed as “Annexure IV” to the Board’s Report in this Annual Report. The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

d) As required by the SEBI (LODR) Regulations, 2015 a certificate on compliance conditions on Corporate Governance is enclosed as “Annexure-V” and Certificate issued on qualification/ disqualification of Directors is enclosed as “Annexure-VI”. The certificates for financial year 2023-24 does not contain any qualification, reservation or adverse remark.

e) Pursuant to Regulation 24A of SEBI (LODR) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 a Secretarial Compliance Report issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary, was filed by the Company to the stock exchanges within prescribed time for the financial year 2023-24. A copy of the certificate is enclosed as “Annexure-VII” to the Board’s report. The observations made by the PCS was duly replied therein.

27. REPORTING OF FRAUDS BY AUDITORS

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

28. CORPORATE SOCIAL RESPONSIBILITY

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

29. SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.

30. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the financial year ending March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 1 of the annual financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis;

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

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

31. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

32. SCHEME OF AMALGMATION

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

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

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

Subsequently, the Company filed a Second Motion Petition with the Hon’ble National Company Law Tribunal, New Delhi (‘NCLT’) and the NCLT through its order dated 14th June 2024, provided certain directions and fixed the next date of hearing on 06^th August, 2024 for sanctioning/ further directions of the Scheme. The matter is under process under the Hon’ble National Company Law Tribunal (NCLT), Delhi.

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

Subsequently, the Company filed a Second Motion Petition with the Hon’ble National Company Law Tribunal Kolkata (‘NCLT’) bench. The matter is under process under the Hon’ble National Company Law Tribunal (NCLT), Kolkata.

33. CORPORATE GOVERNANCE

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

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

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

Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company was not required to constitute an Internal Complaints Committee. Further, during the year under review, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2023-24 is uploaded on the website of the Company and the same is available on:

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

36. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE ASSOCIATE COMPANIES

During the year under review, your Company does not have any Subsidiary Company or Joint Venture Company.

During the year under review, your Company has two associate companies: Capital Infraprojects Private Limited and Golden Palms Facility Management Private Limited. The highlights on the financial statements of both associates are as follows for the financial year 2023-24:

Particulars	Capital Infraprojects Private Limited as at March 31, 2024 (Rs. In Lakh)	Golden Palms Facility Management Private Limited as at March 31,2024 (Rs. In Lakh)
Total Revenue	1516.95	595.37
Less : Expenses	2130.63	596.41
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(613.68)	(1.04)
Finance Charges	337.33	-
Depreciation	12.32	0.34
Provision for Income Tax (including for earlier years)	5.02	-
Exceptional Items	-	-
Net Profit/(Loss) After Tax	(321.43)	(0.96)

The consolidated profits of the Company get decreased upon consolidation of financial statements of associate companies. A statement containing salient features of the financial statements of associate companies, pursuant to section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached herewith and forming a part of this Annual Report as “Annexure-X.”

37. BOARD POLICIES/CODES

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

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

38. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

Your Company aims to provide its Independent Directors, insight into the Company’s business model enabling them to contribute effectively. The details of familiarization programs may be accessed on the website of the Company, at:

https://www.nimbusproiectsltd.com/familiarization-programmes

39. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP

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

SEBI (LODR) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. SEBI vide Circular dated January 5, 2017 has issued a Guidance Note on Board Evaluation for Listed Companies.

The performance evaluation of the Board as a whole, its committees, all Directors and Key Managerial Personnel (KMPs) for the financial year 2023-24, was conducted based on the criteria and framework adopted by the Nomination & Remuneration Committee. The evaluation process has been further explained in the Corporate Governance report. The Board approved and took note of the evaluation results as collated by the Nomination and Remuneration Committee.

40. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

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

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

For the financial year ended March 31,2024, your directors are of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating effectively and no material weakness exists.

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

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

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

42. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor’s information such as financial results, policies/codes, disclosures and project updates are made available on the Company’s website (www.nimbusproiectsltd.com) on a regular basis.

43. ACKNOWLEDGEMENT

Your Directors express a deep sense of gratitude to the shareholders, banks, financial institutions, stakeholders, business associates, Central and State Governments for their co-operation and support and look forward to their continued support in future.

Your Directors very warmly thank all our employees for their contribution to the Company’s performance. We applaud them for their superior levels of competence, dedication and commitment to our Company.

---

Mar 31, 2023

Your Directors have pleasure in presenting the 30^th(Thirtieth) Annual Report of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the financial year 2022-23.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the financial year ended March 31, 2023 are summarized below for your consideration:

Particulars	Standalone		Consolidated
	For the financial year ended March 31, 2023	For the financial year ended March 31, 2022	For the financial year ended March 31, 2023	For the financial year ended March 31, 2022
Total Revenue	3,586.18	2,605.23	3,586.18	2,605.23
Less : Expenses	350.71	1,222.71	350.71	666.19
Profit/(Loss) before Interest, Depreciation & Tax (PBITDA)	3,235.47	1,382.52	3,235.47	1.939.04
Finance Charges	995.63	448.01	995.63	448.01
Depreciation and Amortization	24.45	28.70	24.45	28.70
Provision for Income Tax (including for earlier years)	7.17	37.69	7.17	37.69
Share of Profit/(Loss) of Associates	-	-	(0.30)	(0.58)
Net Profit/(Loss) After Tax	2,208.22	868.11	2,207.93	1,424.05
Total Comprehensive Income	2,208.55	868.75	2,208.26	1.424.69
Profit/ (Loss) brought forward from previous year	(4,862.26)	(5,731.01)	(4,862.20)	(6,286.89)
Profit/ (Loss) carried to Balance Sheet	(2,653.72)	(4,862.26)	(2,653.94)	(4,862.20)

Notes:

1. The above figures have been extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standard (IND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

a) Standalone results of operation: During the financial year under review, your Company''s standalone revenue from operations is Rs. 226.67 Lakh as compared to revenue of Rs. 386.21 Lakh in the last year. The standalone profit of your Company is Rs. 2208.22 Lakh as compared to the profit ofRs. 868.11 Lakh in the last year.

b) Consolidated Results of operation: During the financial year under review, your Company has consolidated its Financial Statement w.r.t. to its Associate Companies viz M/s. Capital Infraprojects Private Limited and M/s. Golden Palm Facility Management Private Limited.

The Company''s consolidated revenue from operations is Rs. 226.67 Lakh as compared to revenue of Rs. 386.21 Lakh in the last year, a decrease of 41.31%. The consolidated profit of your Company is Rs. 2,207.93 Lakh as compared to the profit of Rs. 1,424.05 Lakh in last year registering an increase of 55.05% over the last year. The individual performance of these Associate Companies has been discussed under the relevant head of this report.

BUSINESS OVERVIEW

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

PROJECTS DEVELOPED BY THE COMPANY

a) EXPRESS PARK VIEW- I

The Company is pleased to deliver its very first project namely “Express Park View” situated at Plot 10B, Sector CHI V, Greater Noida. Flats are being delivered to the allottees and the process of execution of Sub-Lease Deed in favour of the allottees is in progress. Till March 31,2023, the Company has executed 324 Sub-Lease Deeds in favour ofthe respective allottees. This Project consists of332 flats in totality, out of which the Company has sold out 319 flats as on March 31,2023.

b) THE HYDE PARK

In collaboration with IITL Projects Limited, the Company has jointly developed the project “The Hyde Park”. The Hyde Park, Noida, offers a prime location with convenient access to a metro station, an expressway, shopping complexes, an educational hub, and a hospital. It is surrounded by a large cluster of upscale housing projects on one side and green areas on the other. Spanning across an area of approximately 60,348.53 square meters in Sector 78, Noida, this project comprises a total of 2,092 flats. The construction of the entire project is finished and the completion certificate has been obtained for the 23 residential towers and a commercial complex. The possession of flats and commercial shops is currently underway with 2,090 flats & 58 shops already sold out and out of which 2086 flat owners and 58 shop owners have taken physical possession. As of March 31, 2023, the firm has executed 1,811 Sub-Lease Deeds in favor ofthe allottees.

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

c) THE GOLDEN PALMS

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

The construction of the entire project is completed and the necessary completion certificate has been obtained for the 13 residential towers which also include a commercial area. The possession of flats and commercial shops is currently in full swing. As of March 31,2023, the Company has sold 1,375 flats and 47 shops and out of which 1361 flat owners and 44 shop owners have taken physical possession of their flats & shops. Furthermore, as of March 31,2023, the Company has executed 1,041 Sub-Lease Deeds in favor ofthe allottees.

d) THE EXPRESS PARK VIEW II

In collaboration with IITL Projects Limited, the Company has jointly developed the project “The Express Park View-II”. In this project, a total of 10 towers have been constructed by the firm, out of which 7 towers (I, J, K, L, L1, M & M1) has been completed and Completion Certificate has been duly received from Competent Authority. For the remaining three towers i.e. I1, J1& K1, Firm has already applied for Completion Certificate. The project comprises of total no. of 1320 flats out of which 1199 flats has been sold out and 854 allottees in Tower I,J,K,L,L1,M& Ml have taken possession of flats till March 31, 2023. As on March 31, 2023 firm has executed 674 Sub-Lease Deed in favour of the allottees.

Commercial Area in the project in the name of “The Park Street” consists of 39 Commercial Shops which are 100% sold out till March 31, 2023. The Commercial area is separately registered as independent project under Real Estate (Regulation & Development) Act, 2016. The registration no. of the project is UPRERAPRG180127. Firm has already applied for completion certificate for the same with the GNIDA.

Firm has on March 31, 2021 launched the Low Rise Apartments in the Project. It is separately registered as independent project under Real Estate (Regulation & Development) Act, 2016. The registration no. of the project is UPRERAPRG555694. The date of Completion of the Project is January 23, 2024. The projects consist of 16 Low rise Towers (G 4) having 310 low rise apartments. Firm has already booked 70 flats in the project till March 31,2023.

e) THE PALM VILLAGE -AEROCITY

In collaboration with IITL Projects Limited, the Company is jointly developing the project “The Palm Village -Aerocity”. On November 30, 2021, a surrender deed was executed between Yamuna Expressway Industrial Development Authority (YEIDA) and M/s IITL-Nimbus The Palm Village, which involved surrendering a land area of 47,347.70 square meters. This land area originally allotted to the Firm through a lease deed dated July 05, 2012 between YEIDA and M/s IITL-Nimbus The Palm Village was 102995.70 square meters. Furthermore, due to wrong calculation on the part ofYEIDA, an additional area of land measuring 7,375.48 square meters of land was surrendered by executing a surrender cum correction deed on November 17, 2022, with YEIDA in addition to the previously surrendered area of 47,843.70 square meters. Now the firm is left with 47776.52 square meters of land for development. Following the execution of the surrender deed, YEIDA has now handed over the remaining physical possession ofthe plot.

Firm has freezed the designs of new layout plans of the project and has filed the same for approval with the (YEIDA). Once the layout plans are approved and necessary permissions are obtained from the concerned department(s) the firm shall then apply with Real Estate Regulatory Authority (RERA), Lucknow for registration and the project shall be launched for sale in market.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

4. DIVIDEND AND RESERVES

Your Directors has decided not to recommend any dividend for the financial year ended March 31, 2023. For the year under review, the Company is not required to transfer any amount to any reserve.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.

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

5. SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2023 was Rs.45,00,00,000/- (Rupees Forty Five Crore only) consisting of:

i) Rs.25,00,00,000 (Rupees Twenty-Five Crore) consisting of 2,50,00,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/-each;and

ii) Rs.20,00,00,000(Rupees Twenty Crore) consisting of2,00,00,000 (Two Crores) Preference Shares of Rs. 10/- each.

The issued, subscribed and paid capital of the Company as on March 31 2023, is Rs. 30,49,30,000/-(Rupees Thirty Crore Forty Nine Lakh Thirty Thousand Only) consisting of :

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

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

During the year under review, there was no change in the capital structure of the Company.

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

6. DEMATERIALISATION OF SHARES

As on March 31, 2023, 93.21% of the Company''s total equity paid up capital representing 1,01,02,489 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc, shall be carried out in dematerialized form only. The Company has sent intimation to shareholders who hold shares in physical form advising them to get their shares dematerialized.

7. LISTING OF SHARES

The Company''s equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the financial year 2022-23 has been paid to stock exchange.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. DIRECTORS:

i. In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Bipin Agarwal, Director (DIN 00001276) is liable to retire by rotation at the ensuing Annual General Meeting. He, being eligible, seeks his re-appointment as Director at the 30th Annual General Meeting of the Company. The Nomination and Remuneration Committee has also reviewed his candidature for re-appointment as Director liable to retire by rotation. The Nomination and Remuneration Committee while considering his appointment has checked the declaration of Mr. Bipin Agarwal that he is not debarred from holding the office by virtue of any SEBI Order or any other authority. Your Directors based on the recommendation of Nomination and Remuneration Committee recommends his re-appointment as Director liable to retiring by rotation. The Board recommends an Ordinary Resolution for your approval.

A brief resume and other details relating to the Director seeking re-appointment, as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards are furnished in the notice convening the Annual General Meeting and forming a part of the Annual Report.

B. KEY MANAGERIAL PERSONNEL:

As on March 31, 2023, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 7013'' -

S.No.	Names	Designation(s)
1.	Mr. Bipin Agarwal	Managing Director
2.	Mr. Jitendra Kumar	Chief Financial Officer
3.	Ms. Nisha Sarayan	Company Secretary and Compliance Officer

During the financial year, the following changes have occurred in the key managerial personnel of the Company: -

1. Mr. Sahil Agarwal resigned the post of Company Secretary and Compliance Officer on May, 24 2022, owing to his preoccupation.

2. On the recommendation of Nomination and Remuneration Committee, the Board had appointed Ms. Surbhi Khanna as Company Secretary and Compliance Officer w.e.f May 25, 2022. She resigned the post of Company Secretary and Compliance Officer on November 28, 2022, owing to her pre-occupation.

3. On the recommendation of Nomination and Remuneration Committee, the Board has appointed Ms. Nisha Sarayan as Company Secretary and Compliance Officer w.e.f December 26, 2022.

9. INDEPENDENT DIRECTORS

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

The Independent Directors of the Company have undertaken that they have registered themselves with the Independent Director’s Database maintained by the Indian Institute Corporate Affairs (IICA) and possess proficiency certificates.

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

10. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 9 (Nine) Board meetings were held and the gap between any two meetings did not exceed the period prescribe under the Companies Act, 2013 and SEBI (LODR) Regulations,2015. The details of Board''s composition and the attendance of each director during the financial year 2022-23 are given in the corporate governance report forming a part of this Annual Report.

11. COMMITTEES OF THE BOARD

The Board has 4 (Four) Committees i.e the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Committee of Independent Directors.

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

12. STATUTORY DISCLOSURES

None of the Directors ofyour Company is disqualified for the financial year 2022-23 as per the provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

13. PUBLIC DEPOSITS

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

Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans which are not considered as deposits for financial year ended March 31, 2023 with the Registrar of Companies (ROC).

14. INSURANCE

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

15. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES

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

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

https://www.nimbusproiectsltd.com/uploads/codes policies/Revised Policy on materiality of Related Party Tr ansactions and on dealing with Related Party Transactions.pdf

The details on Related Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No. 30 to the Standalone and Consolidate Financial Statements forming a part of this Annual Report.

The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure-1 to this report.

17. RISK MANAGEMENT POLICY

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

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

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

18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a “Vigil Mechanism” for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation ofthe Company''s code of conduct. To this effect the Board has adopted a “Whistle

Blower Policy” which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for necessary action. The details of such policy are available on the website of the Company.

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

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of the report.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed by any regulators/courts/tribunals that could impact the going concern status and the Company''s operations in future.

21. HUMAN RESOURCES

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

22. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

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

23. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

24. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

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

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

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of Rupees one crore two lakh or more. Further, during the year under review, there was no employee ofthe Company employed for a part of year who was in receipt of remuneration of Rupees eight lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2022-23 and held by himself or along with his spouse and dependent children, not less than 2% ofthe equity shares ofthe Company.

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

Furthermore, a list of top ten employees in terms of remuneration drawn during the financial year 2022-23 in annexed with the report as Annexure- III.

25. AUDITORS AND AUDITOR''S REPORT I. STATUTORY AUDITORS

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

ii. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013, your directors at their meeting held on May 25, 2022 had appointed Mr. Kapil Dev Vashisth, Practicing Company Secretary (Certificate of Practice No. 5458) as the Secretarial Auditors for the financial year 2022-23.

iii. INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013,your directors had appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN:-026112N) as Internal Auditors for financial year 2022-23.

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

iv. COSTAUDITORS

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

v. AUDITORS'' REPORT

a) The Auditors'' Reports for the financial year 2022-2023 does not contain any qualification, reservation or adverse remark. Further, the report read together with the notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

b) The Secretarial Auditors'' Report (Form MR-3) for the financial year 2022-23 is enclosed as Annexure IV to the Board''s Report in this Annual Report. The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

c) As required by the SEBI (LODR) Regulation, 2015 a certificate on compliance conditions on Corporate Governance is enclosed as Annexure-V and Certificate issued on qualification/ disqualification of Directors is enclosed as Annexure-VI. The certificates for financial year 2022-23 does not contain any qualification, reservation or adverse remark.

d) Pursuant to Regulation 24A of SEBI (LODR) Regulation, 2015 read with SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 a Secretarial Compliance Report issued by Mr. Kapil Dev Vashisth, Practicing Company Secretary, was filed by the Company to the stock exchanges within prescribed time for the financial year 2022-23. A copy of the certificate is enclosed as Annexure-VII to the Board''s report. The observations made by the PCS was duly replied therein.

26. REPORTING OF FRAUDS BY AUDITORS

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

27. CORPORATE SOCIAL RESPONSIBILITY

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

28. SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly followed by Company.

29. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the financial year ending March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 1 of the annual financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and profit of the Company for that period;

c) they have taken proper and Sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis; and

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

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

30. MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

31. PROPOSAL FOR MERGER

The Board in its meeting held on September 28, 2022 has approved the draft scheme of amalgamation of Gupta Fincaps Private Limited, Urvashi Finvest Private Limited, Intellectual Securities Private Limited, Happy Graphics And Exhibition Private Limited, Link Vanijya Private Limited, Dynamo Infracon Private Limited, Pushpak Trading & Consultancy Private Limited, Mokha Vyapaar Private Limited, Padma Estates Private Limited (hereinafter collectively referred as Transferor Companies) with the Company (Transferee Company). The in-principal approvals from BSE/SEBI and RBI are pending till the date of the signing ofthis report.

32. CORPORATE GOVERNANCE

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

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

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

Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 the Company was not required to constitute an Internal Complaints Committee. Further, during the year under review, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014,the Annual Return for the financial year 2022-23 is uploaded on the website of the Company and the same is available on:

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

35. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE ASSOCIATE COMPANIES

During the year under review, your Company does not have any Subsidiary Company or joint venture Company.

During the year under review, your Company has two Associate Companies: M/s. Golden Palms Facility Management Private Limited and M/s. Capital Infraprojects Private Limited. The highlights on the financial statements of both associates are as follows for the financial year 2022-23:

Particulars	Capital Infraprojects Private Limited as at March 31, 2023 (Rs. in Lakh)	Golden Palms Facility Management Private Limitedas at March 31, 2023 (Rs. in Lakh)
Total Revenue	2350.10	458.35
Less : Expenses	1543.94	459.76
Profit/ (loss) before Interest, Depreciation & Tax (EBITDA)	806.16	(1.41)
Finance Charges	305.96	0.19
Depreciation	6.08	0.53
Provision for Income Tax (Including for earlier years)	76.51	0.71
Exceptional Items	-	-
Net Profit/ (Loss) After Tax	417.61	(2.84)

A statement containing salient features of the financial statements of associate companies, pursuant to Section129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached here with and forming a part of this Annual Report as Annexure-X.

36. BOARD POLICIES/CODES

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

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

37. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

Your Company aims to provide its Independent Directors, insight into the Company''s business model enabling them to contribute effectively. The details of familiarization programs may be accessed on the website of the Company, at:

https://www.nimbusprojectsltd.com/familiarization-programmes

38. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP

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

SEBI (LODR) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. SEBI vide Circular dated January 5, 2017 has issued a Guidance Note on Board Evaluation for Listed Companies.

The performance evaluation of the Board as a whole, its committees, all Directors and Key Managerial Personnel (KMPs) thereof, for the financial year 2022-23, was conducted based on the criteria and frame work adopted by the Nomination & Remuneration Committee. The evaluation process has been further explained in the Corporate Governance report. The Board approved and took note of the evaluation results as collated by the Nomination and Remuneration Committee.

39. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

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

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

For the financial year ended March 31,2023, your directors are of the opinion that the Company has adequate IFC commensurate with the nature and size of its business operations and it is operating effectively and no material weakness exists.

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

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

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

41. ADDITIONAL INFORMATION TO SHAREHOLDERS

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

42. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the assistance, help and guidance provided to the Company by the Bankers, Financial Institutions(s) and Authorities of Central and State Government(s) from time to time. Your Directors also place on record their gratitude to the contribution made by our employees at all levels and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

For and on behalf of Board of Directors Nimbus Projects Limited

Date: August 10,2023 Bipin Agarwal

Place: New Delhi Chairman & Managing Director

DIN: 00001276

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Mar 31, 2016

BOARDS'' Report

To,

The Members,

Nimbus Projects Limited

The Directors have pleasure in presenting this 23^rd (Twenty Third) Annual Report on the business and operations together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2016.

1. PERFORMANCE OF THE COMPANY:

The financial results of the Company for the year ended 31^st March 2016 are summarized below for your consideration.

(in Rs.)

Particulars	Standalone		Consolidated
	For the Year Ended 31.03.2016 (in Rs.)	For the Year Ended 31.03.2015 (in Rs.)	For the Year Ended 31.03.2016 (in Rs.)
Total Income	8,40,54,037	21,23,78,932	8,40,54,037
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	(3,07,98,917)	1,69,69,630	(3,07,98,917)
Finance Charges	1,13,16,774	4,08,674	1,13,16,774
Depreciation	63,19,483	85,37,897	63,19,483
Provision for Income Tax(including for earlier years)	11,98,836	64,85,913	11,98,836
Net Profit/(Loss) After Tax	(4,96,34,010)	15,37,146	(4,96,34,010)
Share of Profit / (loss) of Associates	-	-	10,61,702
Profit/(Loss) brought forward from previous year	7,44,85,341	7,31,63,344	7,44,85,341
Amount Available for appropriation	NIL	NIL	NIL
Less: Preference Dividend	NIL	NIL	NIL
Corporate Dividend Tax	NIL	NIL	NIL
Adjustment for accumulated depreciation	NIL	(2,15,149)	NIL
Adjustment for Share of Post acquisition accumulated Profits/Reserves	NIL	NIL	46,25,315
Profit/(Loss) carried to Balance Sheet	2,48,51,331	7,44,85,341	3,05,38,347

*previous year figures have been regrouped/rearranged wherever necessary.

2. RESULTS OF OPERATIONS AND STATE OF COMPANY''S AFFAIRS

During the financial year under review, your Company''s revenue from operations is Rs. 840.54 Lakh compared to Rs. 2,123.79 Lakh in last year, a decrease of 60.42%. Loss before tax is Rs. 484.35 Lakh compared to Profit of Rs. 80.23 Lakh in last year, a decrease of 703.70% over the last year. Loss after tax is Rs.496.34 Lakh compared to Profit of Rs. 15.37 Lakh in last year, registering a decrease of 3329.28% over the last year.

All the above said decrease in profit before and after tax is due to loss in partnership firm, as all the projects developing in joint venture are under progress. Company will complete the same in next two year and as a result profit will be generated and financial position & ratios will be improved.

BUSINESS

The Company is engaged in Real Estate business, construction of Group housing Societies in the National Capital Region (NCR).

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

Projects developed by the Company:-

EXPRESS PARK VIEW I: The Company is pleased to deliver its very first project namely "Express Park View" situated at Plot 10B, Sector CHI V, Greater Noida. Flats are being delivered to the allottees and the process of execution of sub-Lease Deed in favour of the allottees has been started and till 31^st March, 2016 Company has executed 259 Sub-Lease deeds in favour of the respective allottees. This Project consists of 332 flats in totality, out of which the Company has sold out 310 flats as on 31^st March, 2016.

Being a first project, your Company is extra vigilant for the process of delivery and ensuring to comply with the complete legal formalities thereby safeguarding and protecting the best interest of the end users.

Other Projects being developed by the Company along with SPVs:

THE HYDE PARK - Close vicinity with proposed Metro station, Express way, shopping complexes, Educational hub & hospital are the major highlights of the project- The Hyde Park. Noida and is adjoining a large cluster of premium Housing Projects on one side and green area on the other side. The lease hold area allotted to the project is around 60348.53 Sq.mt. and is situated at Sector 78, Noida. Project consists of approx. 2044 flats in total. It is scheduled to be completed in two phases. Construction of 17 Towers in Phase-I is complete, Firm has received Completion certificate for these Seventeen Towers from the NOIDA and the possession of flats is in full swing. Till March 2016 about 822 allottees have taken the physical possession of their flats. Also the process of Sub-Registration of flats will start effectively from June 2016.

THE GOLDEN PALMS - IT corridor, malls and Golf course are the major highlights of the project - Golden Palms, Noida. Living at Golden Palms is full of luxurious amenities with plush lifestyle surrounded by 80% greenery with variety of palms, flowers, hedges and ground cover. The lease hold area allotted to the project is around 39999.76 Sq.mt. and is situated at Plot No - GH - 01/E, Sector 168, Noida. Project consists of approx. 1408 flats of varying sizes including Studio Apartments. Possession of flats will be started from August 2016 in phased manner as Completion Certificate for seven Towers is sanctioned by the NOIDA in July 2016.

EXPRESS PARK VIEW II - Carved with innovation, Situated at unmatched location and well connected to Yamuna Expressway are the major highlights of the project - EPV II, Greater Noida. The lease hold area allotted to the project is around 52493.16 Sq.mt. and is situated at Plot No - 10C, Sector CHI V, Greater Noida right on the Expressway. Project consists of approx. 1700 flats of varying sizes. Possession of flats shall be started from December 2016 in phased manner.

GOLDEN PALM VILLAGE: This plot of land has been purchased by the Company jointly with IITL Projects Limited and Assotech Limited for construction of residential flats. The construction work was planned but due to slow market sentiments it was kept on hold. Further discussions with the consultants are being held to launch the project with some new vision as per the current market scenario.

3. DIVIDEND AND RESERVES

In view of the losses in the Company, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2016. Since no dividend was recommended, therefore no amounts were required to be transferred to reserves.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company was not required to file any form with the Ministry of Corporate Affairs.

4. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2016 stood Rs. 7,43,80,000 comprising 74,38,000 Equity shares of Rs. 10/- each, fully paid - up. The paid - up Preference Share Capital of the Company as on March 31, 2016 was Rs. 20,00,00,000 consisting of 2,00,00,000 8% Non-Cumulative, Non-Convertible, Non-Participating, Compulsory Redeemable preference Shares of Rs.10/- each fully paid-up.

During the period under review, there was no change in the Share Capital of the Company.

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

However, your company has obtained no-objection letter from all its existing preference shareholders for variation in terms and condition of outstanding 2,00,00,000 8% Non-Cumulative Non-Convertible Non-Participating Compulsory Redeemable Preference Shares of Rs. 10/- each. Thereafter, the Company has obtained the approval of its Equity shareholders through postal ballot.

The New terms & Conditions are as follows:

8% Non-Cumulative, Non-Convertible, Non-Participating, Compulsory Redeemable Preference Shares of Rs. 10/

- each (at a premium of Rs. 40/- on each Preference Share) to be redeemed after 15 years at a premium of Rs. 100/

- on each Preference Share but which may be redeemed at the option of the Company at any time after 5 years at a fixed premium of Rs. 40/- on each Preference Share and an additional premium @ Rs. 4/- per year till these Preference Shares are redeemed. These shares carry no voting rights and the said shares are Non-convertible into equity shares.

5. DIRECTORS & KEY MANAGERIAL PERSONNEL

Details of Directors or Key Managerial Personnel who were appointed or resigned during the year are as follows:-A. DIRECTORS RESIGNATION

During the period under review, Mr. Mukesh Gupta had resigned from the directorship of the Company w.e.f 10^th August, 2015.

APPOINTMENT

Mr. Debashis Nanda (DIN: 00150456) has been appointed as an Additional Independent Director of the Company by the Board at its meeting held on 12^th August, 2016 and he will hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a Member of the Company proposing his candidature for the appointment as Non - Executive Independent Director of the Company for which Mr. Nanda has furnished his willingness and declaration of his independence. The Board hereby recommends his appointment to the shareholders as a Non-Executive Independent Director for a period of five years.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Bipin Agarwal (DIN: 00001276) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Brief resume and other details relating to the directors, who are to be appointed/ re-appointed as stipulated under Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards issued by ICSI, are furnished in the Notice of Annual General Meeting forming part of the Annual Report.

B. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has following personnel as KMPs as per the definition under Section 2(51) and Section 203 of the Act.

S.No.	Name	Designation
1.	Mr. Bipin Agarwal*	Managing Director
2.	Mr. Swatantra Kumar Sethi**	Company Secretary
3.	Mr. Jitendra Kumar	Chief Financial Officer
4.	Mr. Lalit Agarwal***	Whole-Time Director & Company Secretary

*Mr. Bipin Agarwal (DIN: 00001276) have been re - appointed as Managing Director for a period of 3 (Three) years w.e.f. 31st August, 2016 subject to the approval of Shareholders in the ensuing Annual General Meeting. **Mr. Swatantra Kumar Sethi, Company Secretary & Compliance Officer has resigned from the Company w.e.f. 19^th August, 2015.

***Mr. Lalit Agarwal has been re - designated as Whole Time Director & Company Secretary of the Company under Section 203 of the Companies Act, 2013 w.e.f. 9th November, 2015.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business during the period under review.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material Changes and Commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

8. LISTING OF SHARES

The Company''s equity shares are listed with The Bombay Stock Exchange Limited. The annual listing fees for the year 2016-2017 have been paid to stock Exchange.

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during year under review, the company executed fresh listing agreements with The Bombay Stock Exchange Limited.

9. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from public in terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

10. INSURANCE

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

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments, covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of the Board and its Power) Rules, 2014 are given in the Financial Statements of the Company (please refer to Note Nos. 2.11 for investment & 2.26 for Guarantee of the standalone financial Statements).

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there have been no significant and material orders passed by any regulators/ courts/tribunals that could impact the going concern status and the Company''s operations in future.

For the purpose of information, your company had paid a penalty of Rs. 2,55,793/- (Rupees Two Lakh Fifty Five Thousand Seven Hundred Ninety Three only) on 30th July, 2015 under Clause 41 of the Listing Agreement regarding non submission of audited financial results for the quarter / year ended 31st March, 2015. The said penalty was neither material / significant nor had any impact on the operations of the Company.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the period under review, all contracts or arrangements entered into by the Company with its Related Parties were at arm''s length and in the ordinary course of business.

The policy on Related Party Transactions as approved by the Board has been displayed on the Company''s website at the link - http://www.nimbusprojectsltd.com/pdf/RPT Policy.pdf

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as "Annexure-I" to this report. Related Party disclosures as per AS-18 have been provided in Note No. 2.28 to the financial statement.

14. RISK MANAGEMENT POLICY

The Company has a risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.

The main objective of the policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decision on risk related issues.

The Board has formulated policy on Risk Management and the same may be accessed at the web-link http:/ /www.nimbusproiectsltd.com/pdf/Policies/Risk%20Management%20Policy.pdf

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a "Vigil Mechanism" for its Employees and Directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company''s code of conduct.

To this effect the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other shareholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for review.

The Board has formulated policy on Whistle Blower and the same may be accessed at the web-link http:// www.nimbusprojectsltd.com/pdf/VIGIL%20MECHANISM%20%20WHISTLE%20BL0WER%20P0LICY.pdf

16. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provision of Section 164(2) of the Act. The Directors of the Company have made necessary discolors, as required under various provisions of the Act and the SEBI LODR Regulations.

17. HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. It is important for us that organization culture and organization strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company''s longstanding business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

18. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.

19. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange inflow during the year under review. However, there is a foreign exchange outflow amounting to Rs. 3,46,926/- (Rupees Three Lakh Forty Six Thousand Nine Hundred Twenty Six only) during the year.

20. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Details of the remuneration of Directors, Key Managerial Personnel and Employees in terms of section 197(12) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure- II to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee of the Company employed throughout the year that was in receipt of remuneration of rupees one crore and two lacs or more. Further, during the year under review, there was no employee of the Company employed for a part of year who was in receipt of remuneration of rupees eight lacs and fifty thousand or more per month. Further, there were no employee(s) in the Company who was in excess of the remuneration drawn by the Managing Director during the financial year 2015-16 and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

Furthermore, the list of top ten employees in terms of remuneration had drawn during the financial year 2015-16 in annexed with the report as Annexure- III.

21. NUMBER OF MEETINGS OF THE BOARD

During the year under review, 5 (Five) Board meetings were held, with the gap between Meetings not exceeding the period prescribed under Act. The details of the board of directors'' including its composition and attendance of each director are given in the Corporate Governance Report.

22. COMMITTEES OF BOARD

(i) AUDIT COMMITTEE

In terms of section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company has in place Audit Committee of Board of Directors, comprising Mr. Surinder Singh Chawla (Independent Director) - Chairman, Mr. Lalit Agarwal (Executive Non- Independent Director) -Member, Mr. Partap Singh Negi (Independent Director) - Member and Ms. Anu Rai (Independent Director) - Member.

The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.

(ii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has also formed Stakeholders Relationship Committee in compliance to the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof has been provided in the Corporate Governance Report forming part of this report.

(iii) NOMINATION AND REMUNERATION COMMITTEE

In terms of Section 178 of the Companies Act, 2013 (''Act'') read with Companies (Meetings of the Board and its Power) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has in place duly constituted Nomination and Remuneration Committee. The details of the composition of the committee along with other details are available in the Corporate Governance which is forming part of this Annual Report.

The details of the Remuneration Policy are given as ''Annexure-IV'' forming part of this Report.

It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

23. AUDITORS AND AUDITORS'' REPORT

i) AUDITORS

During the period under review, M/s. Anil Prahalad & Co., Chartered Accountants were acting as Statutory Auditors who had audited the financials of the company for the year 2015-16. However, during the current fiscal year M/s. Anil Prahalad & Co., Chartered Accountants resigned as such and the Board of Directors at its meeting held on 28^th May, 2016 appointed M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) to fill the casual vacancy and they will hold the office till this Annual General Meeting.

Being eligible, M/s. Oswal Sunil & Co., Chartered Accountants (FRN: 016520N) have shown their willingness to be appointed as Auditors of the Company for a period of five years subject to the approval of Shareholders at the ensuing Annual General Meeting.

ii) AUDITORS'' REPORT

Auditors'' Report does not have qualification or adverse remarks. Further, the report read together with the notes on Accounts are self - explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

iii) DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD

On the basis of the confirmations reported to the Board in this regard, there were no instances of fraud, misfeasance or irregularity detected and reported in the Company during the financial year 2015-16 by Statutory Auditors of the Company pursuant to Section 143 (12) of the Companies Act, 2013.

iv) SECRETARIAL AUDITORS

As per provisions of Section 204 of the Act, the Board of Directors of the Company has appointed Mr. Kapil Dev Vashisth, Practicing Company Secretary (CP No.5458) to conduct Secretarial Audit for the FY 2015 - 16. The Secretarial Audit Report for the Financial Year ended 31st March, 2016 is annexed herewith marked as "Annexure-V" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and hence, no explanation is required thereon.

v) INTERNAL AUDITORS

The Board of Directors of your Company has re-appointed M/s. Goyal Tarun & Associates, Chartered Accountants (FRN:-026112N) as the Internal Auditors of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for Financial Year 2016-2017.

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

vi) Cost Auditors

In terms of the provisions of section 148 read with the rules made there under, cost audit is not applicable to your Company.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and Rules made there under, the Company is not required to comply with the requirements of CSR.

25. DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(5) of the Act that:

a) in the preparation of the annual accounts for the financial year ending 31^st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) such accounting policies as mentioned in Note No. 1 of the annual financial statements have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the loss of the Company for that period;

c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis;

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

f) systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" Listing Regulations"), is presented in a separate section forming part of the Annual Report.

27. CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI). A detailed report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. A certificate from Auditors confirming compliance with the conditions of the Corporate Governance is also annexed herewith as "Annexure - VI" to this report

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. EXTRACT OF ANNUAL RETURN

An extract of the Annual Return required in Form No. MGT-9 is presented in a separate section and is annexed herewith as "Annexure - VII" to this report.

30. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT VENTURE/ASSOCIATE COMPANIES

During the period under review, M/s. Golden Palm Facility Management Private Limited which was incorporated in the Financial Year 2014 -2015 as wholly owned subsidiary company, 50% stake of said company was purchased by M/s. IITL Projects Limited. Consequently, M/s. Golden Palm Facility Management Private Limited ceases to be the Subsidiary of the Company and became Associate of the Company. As on 31^st March 2016 there are two associate companies of Nimbus Projects Limited viz. Capital Infra projects Private Limited and Golden Palms Facility Management Private Limited. Further, the highlights on the financial statements of both the associate companies are as follows:-

Particulars	Golden Palms Facility Management Pvt. Ltd. 31st March, 2016 (in Rs.)	Capital Infraprojects Projects Pvt. Ltd. 31st March, 2016 (in Rs.)
Total Income	3,21,11,298	69,61,65,558
Profit/(Loss) before Interest, Depreciation & Tax (EBITDA)	7,04,496	36,00,636
Finance Charges	9,064	10,67,079
Depreciation	40,659	2,20,345
Provision for Income Tax (including for earlier years)	2,02,325	6,42,257
Net Profit/(Loss) After Tax	4,52,448	16,70,955

During the period the overall performance of the Company has been increased by contribution of profit of Rs. 10.61 Lakh by associate companies, due to that loss after tax is decreased by Rs. 10.61 Lakh.

Apart from above, there are no Joint venture Companies which has become/ ceased as per the provisions of Companies Act, 2013.

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

The Company has laid down policy on Material subsidiary and the same is placed on the website of the Company. The said policy may be accessed at the following web-link. http://www.nimbusprojectsltd.com/pdf/Policy On Material.pdf

31. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

All Independent Directors have given a declaration under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

32. FAMILIARISATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meetings of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Requirements,

2015, yours Company had adopted a familiarization programme for independent directors to familiarize them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management etc.

Your company aims to provide its Independent Directors, insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

The details of familiarization program may be accessed on the Company''s website http:// www.nimbusprojectsltd.com

33. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and committees'' effectiveness

- Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated. The evaluation of all the Directors, the Board as a whole and Committees thereof was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

34. INTERNAL FINANCIAL CONTROL

The Company has in place an established internal financial control system to ensure the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors and proper recording of financial & operational information, compliance of various internal control and other regulatory/ statutory compliances. All internal audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the assistance, help and guidance provided to the Company by the Bankers, Financial Institutions(s) and Authorities of Central and State Government(s) from time to time. The Directors also place on record their gratitude to employees and shareholders of the Company for their continued support and confidence reposed in the management of the Company.

By order of the Board of Directors

Nimbus Projects Limited

Bipin Agarwal

Date : 12^th August, 2016 Chairman cum

Managing Director

Place : New Delhi DIN: 00001276

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Mar 31, 2014

Dear Members,

We are pleased to present the 21st Annual Report on the business and operations of the Company along with the Annual Accounts and the Auditors'' Report thereon for the financial year ended 31st March, 2014. The financial highlights for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

CONSOLIDATED FINANCIAL RESULTS

Year Ended Year Ended Particulars 31.03.2014 31.03.2013 (Rs. in Lacs) (Rs. in Lacs)

Total Income (Sales & Other Income) 2062.21 2437.83

Profit / (Loss) before Interest, Depreciation & Tax (270.34) 650.75

Less: Interest Expenses 11.13 206.97

Depreciation 68.98 71.81

Profit / (Loss) before Tax (350.45) 371.97

Less: Income Tax (Current) 43.21 194.12

Income Tax adjustment for prior years 5.59 0.27

Deferred Tax 6.01 (9.08)

Profit / (Loss) after tax but before Minority Interest (405.26) 186.66

Minority Interest 2.91 0.00 Profit / (Loss) after tax and after Minority Interest (408.17) 186.66

Add: Profit brought forward from Previous Year 1157.85 992.27

Amount available for appropriation 749.68 1178.93

Less: Preference Dividend (18.02) 18.02

Corporate Dividend Tax (CDT) (3.06) 3.06

Transfer to Capital Reserve 39.13 0.00

Balance carried to Balance Sheet 731.63 1157.85

The performance of the Company on standalone basis for the year ended 31st March, 2014 is as under:

STANDALONE FINANCIAL RESULTS

Year Ended Year Ended Particulars 31.03.2014 31.03.2013 (Rs. in Lacs) (Rs. in Lacs)

Total Income (Sales & Other Income) 2001.46 2437.83

Profit / (Loss) before Interest, Depreciation & Tax (316.22) 650.75

Less: Interest Expenses 11.13 206.97

Depreciation 68.48 71.81

Profit / (Loss) before Tax (395.83) 371.97

Less: Income Tax (Current) 40.00 194.12

Income Tax adjustment for prior years 5.58 0.27

Deferred Tax 5.89 (9.08)

Profit / (Loss) after tax (447.30) 186.66

Add: Profit brought forward from Previous Year 1157.85 992.27

Amount available for appropriation 710.55 1178.93

Less: Preference Dividend (18.02) 18.02

Corporate Dividend Tax (CDT) (3.06) 3.06

Balance carried to Balance Sheet 731.63 1157.85

CHANGE IN REGISTERED OFFICE OF THE COMPANY

Your company has shifted its registered office within local limits of the same city and place - From - 313-315, Vikas Deep Building, District Centre, Laxmi Nagar, Delhi -110092 To -1001-1006, 10th Floor, Narain Manzil, 23 Barakhamba Road, New Delhi-110001

The above change in Registered Office of the company is effective from 10th May, 2014. Company has made the necessary disclosures to the concerned Stock Exchanges and the Bombay Stock Exchange (BSE) has also updated the same on its official website.

EPV - FIRST RESIDENTIAL PROJECT READY FOR POSSESSION

The company is pleased to deliver its very first project namely "Express Park View" situated at Plot 10B, Sector CHI V, Greater Noida. The project is ready for possession and the initial process of Offer for Possession has been initiated. This project consists of 332 flats in totality, out of which the company has sold out 283 flats as on date. (85%) Being a first project, your company is extra vigilant for the process of delivery and ensuring to comply with the complete legal formalities thereby safeguarding and protecting the best interest of the end users.

DIVIDEND

The Company incurred loss of Rs. 395.83 Lacs (Standalone) and Rs. 350.45 Lacs (Consolidated) during the year. Considering the facts and prevailing circumstances, the Board of Directors of the Company has not recommended any dividend for the year.

AMOUNT TRANSFER TO RESERVE

The Company has not transferred any amount to reserve during the year under review.

STATUS OF PROJECTS

EXPRESS PARK VIEW (GREATER NOIDA) - The Express Park View-West is the first Residential project undertaken by the Company. Situated at Plot 10 B, Sector CHI V, Greater Noida at unmatched location and well connected to Yamuna Expressway. The apartments are surrounded by approx. 80% green area with pollution free environment.

HYDE PARK (NOIDA) - Close vicinity with proposed Metro Station, Express way, shopping complexes, Educational Hub & Hospital are the major highlights of the project - Hyde Park, Noida and is adjoining a large cluster of premium Housing Projects on one side and green area on the other side. The lease hold area allotted to the project is around 60348.53 Sq.mt. and is situated at Sector 78, Noida.

It is scheduled to be completed in two phases. The structural work of Phase I consisting of 16 towers is completed and finishing work is in progress. Phase II consisting of 7 towers, the structural work is completed till the 15th floor.

THE GOLDEN PALMS (NOIDA) - IT corridor, malls, Golf course are the major highlights of the project - Golden Palms, Noida. Living at Golden Palms is full of luxurious amenities with plush lifestyle surrounded by 80% greenery with variety of palms, flowers, hedges and ground cover. The lease hold area allotted to the project is around 39999.76 Sq.mt. and is situated at Plot No - GH - 01/E, Sector 168, Noida.

The project is under construction and it is scheduled to be completed in three phases, the first phase by 2014-15, second by 2015-16 and third by 2016-2017.

EXPRESS PARK VIEW II (GREATER NOIDA) - Carved with innovation, Situated at unmatched location and well connected to Yamuna Expressway are the major highlights of the project - EPV II, Greater Noida. The lease hold area allotted to the project is around 52493.16 Sq.mt. and is situated at Plot No - 10C, Sector CHI V, Greater Noida right on the Expressway.

The Project is under construction and it is scheduled to be completed in three phases, the first phase by 2015-2016, second by 2016-2017 and third by 2017-2018.

GOLDEN PALM VILLAGE (YAMUNA EXPRESSWAY) - Last, but not the least Residential Project of the Company. The lease area hold area allotted to the project is around 102995.70 Sq.mt. The excavation work has commenced along with pilling work. It is scheduled to be constructed in seven phases over a period of 10 years. This project is situated at Sector 22A, Greater Noida.

THE GOLDEN PALMS HOTEL & SPA, DELHI - The Company holds 90% share in Partnership Firm "INDOGREEN INTERNATIONAL" who is running a Hotel which is being managed by a chain of "The Golden Palms Hotel & Spa".

The said hotel comes into operation in June 2013.

The Firm is a jointly controlled entity and prepares its own separate financial statements and will be assessed as Firm under the Income Tax Act. In a very short span of time The Golden Palms Hotel & Spa has made significant in-roads and has come to known it is unmatched international hospitality

providing at very competitive price offerings. The Golden Palms Hotel & Spa is having its presence in Bengaluru, Delhi, Mussoorie, Zirakpur (Chandigarh), Colva (Goa), Calangute (Goa) and Badotiwala (HP).

COMMERCIAL PROJECTS - PEARLS BUSINESS PARK - The Company had entered into a collaboration agreement, under joint control, to construct a commercial complex "Pearl Business Park" at Pitampura, Delhi. On revision of the project it was found that the project has been fully completed. The revenue from and interest in such entity has been accounted for as an investment in terms of the provisions of the AS-27.

SUBSIDIARIES

During the period under review, your company has established a Subsidiary namely M/s. Hepta Developers Private Limited effective from 27th day of March, 2014 by virtue of acquiring 47,733 (Fourty Seven Thousand Seven Hundred Thirty Three) Equity Shares of M/s. Hepta Developers Private Limited at Rs. 115 each (Rupees One Hundred and Fifteen Only) after considering the Current Market Scenario , Feasibility Report, Terms & Conditions and also the Valuation Certificate of M/s. Hepta Developers Private Limited for consideration of price of share.

The statement pursuant to Section 212(1) (e) of the Companies Act, 1956 relating to subsidiary companies forms a part of the financial statements. The financial information of the subsidiary company is disclosed in the Annual Report and the Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

FINANCIAL & OPERATIONAL REVIEW

The Company''s incurred a consolidated loss of Rs. 350.45 lacs and standalone loss of Rs. 395.83 Lacs for the year. Consolidated earning per share is negative Rs. 5.20 and Standalone earning per share is negative Rs. 5.73 as compared to positive Rs. 2.23 in the previous year.

Your Company has recorded a decrease in the consolidated revenues from operations Rs. 2160.47 Lacs in the previous year to Rs. 1741.20 Lacs in the current year due to decrease in Brokerage Income as comparison to last year.

The consolidated Profit/Loss before Tax stood at Rs. (350.45) Lacs and Net Profit/Loss stood Rs. (408.17) Lacs.

The Company continued its focus on core business activity in the Real Estate Sector. The key revenue streams for the Company include Sale of Residential Flats which is 1508.09 Lacs for the year in review.

Other Operating Income streams include Brokerage Income, Renting Income and Profit on sale of property etc., while Other Income includes, Interest on Fixed Deposits, Capital Gain, and Dividend etc.

Your Company is in the business of real estate development, construction & building the projects. The Company is into realty sector as a Developer and implementing, operating and undergoing several projects by establishing the special purpose vehicles in the region of Noida, Greater Noida & NCR areas.

Your Company is currently working on five residential projects with a total area of 8812338 sq. ft. of which it has already sold 3626356 sq. ft. of space.

Your Company met all stakeholder commitments in time during the year, including those to the lending institutions despite tight liquidity condition.

LISTING OF SECURITIES

At present, the securities of the Company are listed on Delhi Stock Exchange and Bombay Stock Exchange.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

DIRECTOR''S RESPONSIBILITY STATEMENTS

To the best of our knowledge and belief and according to the confirmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956:

i) that in the preparation of annual accounts applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 Loss of the Company for the period under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts for the year ended 31st March 2014 on ''going concern basis''.

DIRECTORS

Retire by Rotation - Shri Lalit Agarwal

Pursuant to Section 152 of the Companies Act, 2013, Sh. Lalit Agarwal, Director retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Independent Director - Shri Surinder Singh Chawla, Shri Mukesh Gupta and Shri Partap Singh Negi Pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder read with Schedule IV to the Companies Act 2013, Sh. Surinder Singh Chawla, Sh. Mukesh Gupta and Sh. Partap Singh Negi are recommended to be appointed as Independent Directors of the Company for a term of consecutive 5 years with effect from the conclusion of this 21st Annual General Meeting till the conclusion of 26th Annual General Meeting to be held in the year 2019.

Brief resume of the Directors proposed to be re-appointed and other details as stipulated under Clause 49 of the Listing Agreement are forming part of this Annual Report.

Resignation - Shri Sunil Jain

Shri Sunil Jain has resigned from the Board w.e.f. 01-08-2014. Board wishes to place on record the valuable services rendered by him during his tenure with the Company.

RENAMING OF BOARD COMMITTEES

The Board of Directors of the Company has renamed the Remuneration Committee as "Nomination and Remuneration Committee" and also renamed the Shareholders''/Investors'' Grievance Committee (SIG Committee) as "Stakeholders Relationship Committee (SR Committee)" in compliance with section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

REVISED WHISTLER BlOWER POLICY / VIGIL MECHANISM

In compliance with Companies Act 2013, the revised whistler bowler policy / vigil mechanism has been posted on the company''s website.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite certificate from the Practicing Company Secretaries, M/s. KAPIL DEV VASHISTH, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

AUDITORS

M/s. Anil Prahalad & Co., Chartered Accountants, who are the present Statutory Auditors of the Company, holds office till the conclusion of this 21st Annual General Meeting and is eligible for re-appointment. However, pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 and pursuant to the recommendation made by the Audit Committee of the Board, it is proposed to appoint M/s. Anil Prahalad & Co., Chartered Accountants as Statutory Auditors of the Company for a consecutive period of 3 years from the conclusion of this 21st AGM till the conclusion of the 24th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

COST COMPLIANCE

The Cost Compliance of the company are M/s. Bhavna Jaiswal & Associates (Cost Accountants), in compliance with section 188 and other applicable provisions of the Companies Act, 2013.

INTERNAL AUDITORS

It is pleasure to inform that your board has already appointed the Internal Auditors before the applicability of Companies Act 2013, and M/s. Goyal Tarun & Associates are the continuing Internal Auditors of the company for the financial Year 2014-15 reappointment w.e.f. 27th March, 2014.

In the year 2013-14, M/s. Goyal Tarun & Associates were appointed vide Board Meeting dated 10th April 2013.

M/s. Goyal Tarun & Associates, Chartered Accountants, provide an independent and objective assessment of the effectiveness and efficiency of a company''s operations, specifically its internal control structure.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiary namely M/s, Hepta Developers Private Limited, as approved by their Boards of Directors have been prepared in accordance with the Accounting Standard 21(AS 21) "Consolidated Financial Statements" specified in the Companies (Accounting Standards) Rules, 2006 notified by the Central Government in terms of section 211(3C) of the Companies Act, 1956.

These Financial Statements form a part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under Clause 49 of the listing agreement with the Stock Exchanges forms part of this Report.

DISCLOSURES

1. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, there is no employee drawing salary in excess of Rs. 5 Lacs per Month or Rs. 60 Lacs per annum, during the year.

2. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required to be disclosed pursuant to 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, the Company has not carried on any activity relating to conservation of energy and technology absorption & there has been no foreign exchange inflow during the year under review. However, there is a foreign exchange outflow amounting to Rs. 7,53,000/- (Rupees Seven Lacs Fifty Three Thousand Only) during the year.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation forth valuable support and co-operation received from business associates, banks, financial institutions, shareholders, various statutory authorities and society at large. Your directors also place on record, their appreciation for the contribution, commitment and dedication of the employees of the Company and its subsidiaries at all levels.

By order of the Board (Bipin Agarwal) Place : New Delhi Chairman cum Managing Director Date : 13th August 2014 DIN: 00001276

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Mar 31, 2013

Dear Members,



Financial Highlights (Rupees in Lacs)

Particulars Year Ended Year Ended

31.03.2013 31.03.2012

Profit before Interest, Depreciation & Tax 2272.20 2375.52

Less Interest Expenses 650.75 727.58

Depreciation 206.97 243.83

Profit before Tax 71.81 47.81

Less: Income Tax (Current) 371.97 435.94

Income Tax adjustment for prior years 194.12 93.76

Deferred Tax

Dividend

Your Directors believe that since the Company is under the expansionist stage and are using income to promote growth, it wil I be prudent for the Company to conserve resources for the undergoing projects and its expansion, which will eventually enhance the profitability and will be beneficial for the shareholders.

Additionally, there is a decline in the profit of the Company as compared from the last financial year. Hence, your Board of Directors has decided to plough back the profits and accumulated reserves and not to declare the dividend this year.

In addition, as per the requirements of Section 205 and other applicable provisions of the Companies Act 1956, your company has made a specific provision out of the profit for the dividend due on Preference Shares.

Amount transferred to reserve

The Com pany has not transferred any amount to reserve during the year under review.

Operations

Your Company booked gross sales of 1538.54 Lacs, that includes 1532.67 Lacs of residential and commercial offices, complexes during the F. Y. 2012-13.

Your Company met ail stakeholders coram itments in time during the year. Your Directors have pleasure in declaring that during the financial year your Company earned a profit of Rs. 3,71,97,026/- (Rupees Three Crores Seventy One Lacs Ninety Seven Thousand Twenty Six Only) before tax.

Status of Current Projects

1. EXPRESS PARK VIEW {GREATER NOIDA) - Situated at unmatched location and well connected to Yamuna Expressway, The Express Park View is the first Residential project on Yamuna Expressway. The apartments are surrounded by approx. 80% green area with pollution free environment. Express Park View apartments are poised to scale the grand heights of luxury and lavish. Carved with innovation and dedication the expanse of the invigorating environs is an allurement to revel in. The Project consists of 332 flats in totality and varying in 2 BHK and 3 BHK varying in 831 sq.ft, 1000 sq.ft. I267sq.ftand 1458 sq.ft. respectively. At present the project is at the stage of completion and shall be delivered at a very short span of time.

2. HYDE PARK (NOIDA) - The Hyde Park is located in an eco friendly region at sector-78 just next t Sector-50, Noida. The project is located in a close vicinity with proposed metro station, Express way, shoppin complexes, Educational Hub & Hospital. Living at Hyde Park will be surrounded by soothing greenery, eco friendl environment and luxurious amenities , spread across 15 acres. The Project consists of 2044 flats in totality i varying in 1 BHK, 2 BHK, 3 BHK & 4BHK with varying sizes of 525 Sq. ft., 1080 sq. ft., 1320 sq.ft., 1550 Sq.ft 1835sq.ft., & 23 80 sq.ft. of Super Built up Sales area. Construction of Structural work of Phase one Towers is almos completed, and your company is committed to give possession well on time frame.

3. THE GOLDEN PALMS (NOIDA) - The Project is situated at post Sector 168, Noida right on the Expressway and is spreaded over 10 acres of land (approx.) The project consists of approx. 1370 flats in totality c 1,2,3,4 BHK Luxury apartments of varying sizes of 506 sq.ft., 700 sq. ft., 1085 sq.ft., 1554sq.ft, 1914sq.ft.,
4 EXPRESS PARK VIEW II (GREATER NOIDA)-Situated at unmached location and well connected to Yamuna Expressway. The apartments are surrounded by approx.80% green area, with pollution free environment.Express Park View apartments are poised to scale the grand heights of luxury and lavish. Carved with innovation and dedication the expanse of the invigorating environs is an allurement to revel in The Proiect shall consists of approx.1668 flats in totality of 2,3,4 BHK varying in 984 sq.ft., 1114 sq.ft., 1494 sq.ft., 1774 sq.ft., 2148 sq.ft. and 2191 sq.ft. The construction of project is at its initial stage and is in full swing.

5. GOLDEN PALM VILLAGE (YAMUNA EXPRESSWAYS-Your Company feels proud in Launching new Project "The GoldenPalm Village" at Yamuna Expressway which is well connected to FNG and adjacent to international Formula Track Racing.The project is spreaded across 25 Acres of Land with all compforts and lifestyles. The project will be surrounded by 60% green area. The Project shall consists of approx.3840 flats in totality of 2,3 BHK VARYING IN 984 SQ.FT., 1114 SQ.FT., 1494 SQ.FT., 1774 sq.ft., 2148 sq.ft. and 2191 sq.ft.

6. THE GOLDEN PALMS HOTEL & SPA (FORMALLY FORTUNE HOTEL, DELHI)-The company has developed a Hotel Project in Joint collaboration under the name of "Indogreen International". The Hotel is bein operated by the renowned chain of "The Golden Palms Hotel & SPA". It is the epitome of beauty, serenity and colonic charm. The hotel is located in close proximity to the Malls & Market, with 48 exquisite rooms all well equipped wit modern amenities

Featured with bold contemporary style, the hotel is strategically located at Patparganj, Delhi, with easy access t NCR. The hotel is just 10 minutes drive from the Metro Station and 15 minutes from Anand Vihar Railway Statior Reported the first planned city rich, prosperous, spic and span green city is the ultimate destination wher hospitality is more than just a smile that greets you, where sophistication blends with cool urbanity where busines meets sophistication with unwind delight and where you can let your hair down and just be yourself.

7. COMMERCIAL PROJECTS - PEARLS BUSINESS PARK - Pursuant to Collaboration Agreement under joint control, the company has successfully constructed a commercial complex namely "PEARL BUSINESS PARK", at Pitampura, Delhi, the possession of which is already being given to the customers.

LAND AREA NUMBER OF NAME OF PROJECTS (IN SQUARE FLATS NUMBER OF METERS) FLATS SOLD

Express Park View, Sector-Chi 9951.04 332 262 V, Greater Noida, UP (NIMBUS)

Hyde park, Sector-78, Noida, UP 60348.53 2044 1082

Golden Palms, Sector-168, 39999.76 1370 757 Noida, UP

Express Park View H, Sector 52493.16 1668 587 Chi V Greater Noida, UP

Golden Palm Village (formerly 102995.70 3841 237 Palm Village), Yamuna Express Way, UP

The greatest assets of the company are adopting latest and innovative construction techniques that enabled the company to take up abovementionedprojects.

The revenue from and interest in such entity has been accounted for as an investment in terms of the provisions of the AS-27.

In future, Company will continue to perform satisfactorily, both in the term of size and profitability.

Raising of additional funds by issuing 8%, Non Cumulative, Non Convertible, Non Participatin Compulsory Redeemable Preference Shares

As members are aware that the Company has passed a Special Resolution in the Extra Ordinary Gener Meeting held on 28th December 2012 and obtained approval from Members for issuing the Preference Shares, which the nomenclature is-

8% Non Cumulative, Non Convertible, Non Participating, Compulsory Redeemable Preference Shares of K 10/- each at a premium of Rs. 4 0/-.

Hence, pursuant to shareholder''s approval and consent, the Board after satisfying all the requisite formalitii relating to stock exchange(s), ROC and 7 or all other authorities, has raised a sum of Rs. 100 crores as on date t allotting Preference Shares in different tranches to different allottees.

Consequently, the paid up share capital of the company now consists of-

1. Rs. 7,43,80,000 Equity Share Capital divided into 74,3 8,000 Equity Shares of Rs. 10 each fully paid up and

2. Rs. 20,00,00,000 Preference Share Capital divided into 2,00,00,000 Preference Shares of Rs. 10 eac fully paid up.

Public Deposit

The Company has not accepted Public Deposit under Section 58Aand 58 AA of the Companies Act, 1956 froi public during the year under review.

Director''s Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed:

i) that in the preparation of annual accounts applicable accounting standards have been followed alon with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and mad judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state o affairs of the Company at the end of the financial year and of the profit of the Company for the period under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts for the year ended 31st March 2013 on ''going concern basis.

Directors

Pursuant to Section 256 of the Companies Act, 1956 read with the Clause 90 of the Articles of Association of the Company, Sh. Surinder Singh Chawla and Sh. Partap Singh Negi Directors retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Brief resume of the Directors proposed to be re-appointed and other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General meeting.

The Board so far evaluated Non Executive Directors collectively to reinforce the principles of collective responsibility.

Sh. Sunil Jain has resigned from the Board w.e.f. 01 08 - 2013. Board wishes to place on record the valuable services rendered by Sh. Sunil Jain during his tenure.

Corporate Governance Report

The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement with stock exchanges forms part of this Report. The requisite certificate from the Practicing Company Secretaries, M/s. KAPIL DEV VASHISTH confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

Auditors

The Auditors M/s. Anil Prahlad & Company, Chartered Accountants, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Certificate from the Auditors has been ™m toih
Cost Compliance

The Audit Committee vide its meeting dated 10th Aug 2012, has recommended the appointment of Cost Auditors and proposed the profile of M/s. Bhavna Jaiswal & Associates (Cost Accountants), incompliance with section 233B and other applicable provisions of the Companies Act, 1956. The Board of Directors has approved the said appointment vide their meeting dated 10 Aug 2012.

Management Discussion & Analysis Report

The Management Discussion and Analysis Report as required under Clause 49 of the listing agreement with the Stock Exchanges forms part of this Report.

Disclosures

1. Particulars of Employees

During the year 2012-13, there is no employee drawing salary in excess of Rs. 5 lacs per Month or Rs 60 lacs per annum, pursuant to amendment prescribed under Section 217(2A) of the Companies Act, 1956, as amended up to date.

2. Conservation of Energy, Technology Absorption

The Company has not carried on any activity relating to conservation of energy and technology absorption.

3. Foreign Exchange Earnings & Outgo

There has been no foreign exchange inflow during the year under review. However, there is a foreign exchange outflow amounting to Rs. 40,202/- (Rupees Forty Thousand Two Hundred Two only).

Acknowledgement

Your Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.

Your Company continues to occupy a place of respect among stakeholders, most of all our valuable customers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central and State Government authorities, customers and other business associates, who have extended their valuable sustained support and encouragement during the year under review. It will be the Company''s endeavour to build and nurture these strong links with its stakeholders.



By order of the Board



Place: New Delhi BIPIN AGARWAL

Date: 26th August 2013 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting 17th Annual Report of the Company together with the Audited Accounts of the Company for the period ended on 31 st Day of March, 2010.

Financial Results 2009-10 2008-09 (Rs.) (Rs.)

1. Total Income/Sale 156860003 171154290

2. Adm. & Operative exp. 9435258 8057538

3. Depreciation 5877087 3642098

4. Profit/ (loss) before tax 24603862 8930576

5. Profit/(loss) after tax 18821682 5939742

Dividend

Your Board of directors have decided to plough back the profits and accumulated reserves as the same are required for increasing the operational efficiency of the Company. Taking into view of current policy of the Company, your directors do not recommends any dividend for the financial year 2009-10.

Business Performance

The prevalent business environment is conducive to the growth of a construction & infrastructure companies. The construction sector is one of the largest employers in the country. Your Directors have pleasure in declaring that during the financial year your Company earned a profit of Rs.2,46,03,862 /- before tax.

Expansion Projects

EXPRESS PARKVIEW, GREATER NOIDA

The Company has launched a New Group Housing Project namely "Express Park View" at Greater Noida during Previous Year. The Apartments are being planned on a 9951.04 Sq. mtrs. situated at Plot No GH-10B, Sector CHI-V, Greater Noida, strategically located in main Noida- Greater Noida Expressway. The proposed Flatted Residential Development shall encompass all important facilities and amenities such as well laid out roads and paths, landscaped areas and beautiful parks, street lights and well designed services to give world class comfort feeling to the residents. Project consists of 320 flats in totality. Apartments shall be 2 Bed Rooms and 3 Bed Rooms in sizes varying 831 sq.ft. to 1458 sq.ft.

Company has already booked total 84 Flats of varying sizes in the said project and have collected the booking amount of Rs. 94 Lacs for the said 84 flats till 31.03.2010.

THE HYDE PARK, NOIDA

The Company has entered into a consortium Agreement with M/s Indo Green Projects Ltd. & M/s Supertech Ltd. with the specific objective of making a bid under the scheme for Allotment of Group Housing Plots for plotted and Flatted Development Scheme Code: GH-2010 (I) FOR PLOT NO. GH-003 AT SECTOR - 78, NOIDA, of New Okhla Industrial Development Authority (NOIDA). The agreed Capital Ratio is 45:45:10 and profit will be shared in the Weighted Average Capital Ratio. Abid application was made by the Consortium for allotment of a plot of land under the said Scheme of NOIDA, and the Consortium has been awarded the bid and has been allotted a piece of land admeasuring 60,348.53 Sq. Mtrs situated at GH-03, Sector 78, Noida for construction of Group Housing Projects under the said Scheme on 16th March 2010.

PEARLS BUSINESS PARK, DELHI

The company had entered into a collaboration agreement, under joint control, to construct a commercial complex "Pearl Business Park" at Pitampura, Delhi and the construction work has been going on. On revision of the project it has been found that 85% of the project has been completed as on the 31st March, 2010. The revenue from and interest in such entity has been accounted for as an investment in terms of the provisions of the AS-27.

THE FORTUNE HOTEL, DELHI

The company had entered into a Partnership Firm, "IndoGreen International" to develop a Hotel Project "The Fortune Hotel" at Mandawali, Delhi. The agreed Capital Ratio is 50: 50 and profit will be shared in the Weighted Average Capital Ratio. The Firm is a jointly controlled entity and prepares its own separate financial statements and will be assessed as Firm under the Income Tax Act. The construction work has been going on and on revision of the project it was found that 70% of the project has been completed as on 31st March, 2010. The revenue from and interest in such entity has been accounted f as an investment in terms of the provisions of theAS-27.

Fixed deposit

The Company has not accepted deposits under Section 58Aof the Companies Act, 1956 from public during the year under review

Directors

Sh. Surtll Jain, Director, who retires at this Annual General Meeting and being eligible offer himself for reappointment.

Sh. Mukesh Gupta, Director, who retires atthisAnnual General Meeting and being eligible offer himself for reappointment Yours Directors recommends the appointment of Sh. Sunil Jain and Sh.Mukesh Gupta as Directors for your approval.

Sh. Vlrendra Tripathy & Sh. Praveen Tayal tendered their resignations from the post of directorship W.e.f 25.03.2010 due to some personal reasons. Your Company wishes to place on record the valuable services rendered by Sh. Virendra Tripathy & Sh. Praveen Tayal during their tenure.

Sh. Satlsh Goel tendered his resignation from the post of directorship W.e.f 30.03.2010 due to some personal reasons. Your Company wishes to place on record the valuable services rendered by Sh. Satish Goel during their tenure.

In accordance with the provisions of Articles of Association of the company read with Section 260 of the Companies Act, 1956, The Board of Directors of the company appointed Sh. Rajeev Kumar Asopa & Sh. Ram Kumar Agarwal as an additional directors of the company on 25.03.2010, whose office is liable to cease on the date of ensuing Annual General Meeting & in respect of whom the company has received a notice in writing U/s. 257 of the Companies Act,1956 proposing their candidatures for the office of director, liable to retire by rotation.

Your Directors recommends the appointment of Sh. Rajeev Kumar Asopa & Sh. Ram Kumar Agarwal as Directors for your approval.

I n accordance with the provisions of Articles of Association of the company read with Section 260 of the Companies Act, 1956, The Board of Directors of the company appointed Sh. Partap Singh Negi as an additional director of the company on 30.03.2010, whose office is liable to cease on the date of ensuing Annual General Meeting & in respect of whom the company has received a notice in writing U/s. 257 of the Companies Act,1956 proposing his candidature forthe office of director, liable to retire by rotation.

Your Directors recommends the appointment of Sh. Partap Singh Negi as Director for your approval.

Directors Responsibility Statements.

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 it is hereby confirmed:

I) that in the preparation of annual accounts applicable accounting standards have been followed along with proper explanation relating to material departure;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the Company for the period under review;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the annual accounts for the year ended 31 st March 2010 on going concern basis

Mechanism for evaluation of Non-Executive Directors

The role of the Board of Directors is to provide direction and exercise control to ensure that the company is managed in a manner that fulfills stakeholders aspirations and societal expectations. The Board has so far evaluated Non- Executive Directors collectively to reinforce the principles of collective responsibility.

Corporate Governance/ Compliance Certificate

A report on the Corporate Governance Code along with a Certificate from Company Secretaries in whole time practice regarding the Compliance of the Conditions of Corporate Governance as stipulated under Clause 49 of Listing Agreement and also the Management Discussion and Analysis Report are annexed to this report.

Corporate Governance Voluntary Guidelines 2009

As a frontrunner in corporate Governance in India, the Companys policies and practices embrace most of the elements of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of Corporate Affairs. The Company will be reviewing its corporate governance parameters in the context of the other recommendations under the said Guidelines for appropriate adoption in keeping with the Companys unique business model.

Audit- -s

M/s Anil Prahlad & Company, Chartered Accountants the retiring Auditors, who are to retire at ensuing Annual General Meeting and are eligible offer themselves for reappointment.

Particulars of Employees

Particulars of employees pursuant to Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended upto date is given as below :-

Name/age(Yrs) Remuneration Designation/Nature Qualification Rs. of Duties xperience

BipinAgarwal 24,00,000/- Managing Director & B.Com (H) Company Secretary FCS Overall Management (16)

Name/age(Yrs) Date of Last Commencement employment

Bipin Agarwal 01/09/2000 NA



1. Above details are of those employees who were employed throughout the accounting year and were in receipt of remuneration of not less than Rs. 2.00 Lacs during the part of year

2. Remuneration as above includes salary, contribution to provident fund, leave travel allowance, medical expenses, leave encashment, bonus, actual amount spent on perquisites valued as per income tax rules.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo The Company has not carried on any activity relating to conservation of energy and technology absorption.

There has been no foreign exchange inflow during the year under review. However there has been foreign exchange outflow of Rs.49,970/- (Rupees Forty Nine Thousand Nine Hundred Seventy Only) during the year.

Acknowledgement

Yours Directors express their appreciation for the co-operation extended by Clients, Banks, staff, executives, friends and associates and shareholders.

By order of the Board

Place: New Delhi. BIPIN AGARWAL

Date : 18th August, 2010 Chairman