Your Directors have pleasure in presenting the Company's 20^th Annual Report along
with the audited financial statements of the Company for the year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

SUMMARY OF BUSINESS OPERATIONS:

The financial year 2024-25 marked a period of positive growth for the Company. Income
from Operations increased by 85.72% to ?716.60 lakh from ?385.85 lakh in 2023-24,
primarily driven by higher business volumes and the successful establishment of the
Company’s overseas branch, which contributed significantly to revenue expansion. Other
Income grew to ?112.12 lakh from ?102.41 lakh.

Total expenses rose to ?664.71 lakh compared to ?373.78 lakh in the previous year, in line
with the increased scale of operations. Profit Before Tax rose by 43.88% to ?162.92 lakh
from ?113.23 lakh, while Profit After Tax increased by 35.60% to ^ 118.82 lakh from ?87.63
lakh. Earnings Per Share (EPS) improved to ?2.84 from ?2.10.

Other Comprehensive Income stood at ?9.92 lakh (?2.32 lakh in 2023-24), resulting in a
Total Comprehensive Income of ?128.74 lakh, reflecting a growth of 43.13%. The
Company’s performance demonstrates the positive impact of its strategic overseas
expansion and its ability to deliver enhanced shareholder value while maintaining healthy
profitability.

TRANSFER TO RESERVES:

During the financial year 2024-25, the Company has not transferred any amount to the
Reserves and Surplus account.

DIVIDEND:

The Board of Directors is pleased to recommend a dividend of ?1 per equity share (i.e., 10%
on the face value of ?10 each) for the financial year 2024-25. Based on 41,90,000 equity
shares outstanding, the proposed dividend amounts to a total payout of ?41,90,000. The
dividend is subject to approval of the shareholders at the ensuing Annual General Meeting
(AGM).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members
with effect from April 1, 2020. Accordingly, the Company is required to deduct tax at
source (TDS) on the dividend paid to Members at the applicable rates prescribed under the
Income-tax Act, 1961.

The record date for determining the eligibility of Members to receive the final dividend for
the financial year ended March 31, 2025, September 05, 2025.

SHARE CAPITAL:

As on 31^st March, 2025, the authorized capital of the company was Rs. 5,70,00,000/- comprising
57,00,000 equity shares of Rs.10/- each. The issued, subscribed and paid-up share capital
stood at ?4,19,00,000, comprising 41,90,000 equity shares of ?10 each.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of the Company’s business during the financial year
under review.

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE -
SMEPLATFORM:

The equity shares of the Company have been listed on the Bombay Stock Exchange - SME
Platform with effect from 4^th April, 2018.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
BOARD STRUCTURE INCLUDING KMP AS ON 31.03.2025:

RESIGNATION AND APPOINTMENT:

After the closure of the financial year, there were changes in the composition of the Key
Managerial Personnel. Dr. Chandra Sekhar Vanumu, Whole-time Director, resigned from
his post of Directorship due to personal engagements, with effect from 15.07.2025. Mr.
Gopal Rao Arigoppula was appointed as an Additional Director, designated as Whole-time
Director of the Company, with effect from 16.07.2025, subject to the approval of the
shareholders in the ensuing Annual General Meeting.

COMMITTEES TO THE BOARD:

The details of the Committees to the Board, viz., Audit Committee and Nomination and
Remuneration Committee, are as follows. Please note that there are no changes in the
composition of the Committees during the financial year.

On the resignation of Whole-time Director, Dr. Chandra Sekhar Vanumu, the Audit
Committee of the Company has been reconstituted w.e.f. 16.07.2025.

AUDIT COMMITTEE:

Description and Terms of Reference:

The Audit Committee was constituted pursuant to Section 177 of the Companies Act, 2013,
and other applicable provisions and rules of the said Act, with the following members.

Meetings:

The members of the Audit Committee met four times during the financial year 2024-25.

The Audit Committee was reconstituted pursuant to Section 177 of the Companies Act,
2013, and other applicable provisions and rules of the said Act, on 16.07.2025, with the
following members.

NOMINATION AND REMUNERATION COMMITTEE:

Description and Terms of Reference:

The Nomination and Remuneration Committee was constituted pursuant to Section 178 of
the Companies Act, 2013, and other applicable provisions and rules of the said Act, with the
following members:

Meetings:

Members of Nomination & Remuneration Committee met twice during the financial year
2024-25.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Company is not required to
constitute a Stakeholders Relationship Committee. The Company Secretary & Compliance
Officer is entrusted with the responsibility of reviewing and resolving investor complaints, if
any, and reporting the same to the Board from time to time.

MEETINGS OF BOARD OF DIRECTORS HELD DURING THE FINANCIAL
YEAR 2024-25 AND ATTENDANCE OF DIRECTORS THEREOF:

Meetings of Board of Directors:

The Board of Directors met four (4) times during the financial year 2024-25, on the
following dates:

Attendance of Directors

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors, without the attendance of Non¬
Independent Directors and members of the management, was held on 06.02.2025. The
Independent Directors reviewed the performance of the Non-Independent Directors and the
Chairperson based on the criteria prescribed by SEBI and the Companies Act, 2013.

PERFORMANCE EVALUATION:

The Board of Directors carried out an evaluation of its own performance, the performance of
the Board Committees, and individual Directors, pursuant to the provisions of the
Companies Act, 2013.

The Nomination and Remuneration Committee evaluated the performance of the Board after
seeking inputs from all Directors, based on criteria such as Board composition and structure,
effectiveness of Board processes, availability of information, and overall functioning.

The Board evaluated the performance of its Committees after seeking inputs from the
respective Committee members, based on criteria such as the composition of Committees,
effectiveness of meetings, and the discharge of roles and responsibilities.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Sreenivas Katragadda, Mr. Rakesh Choudhary, and Mr. Venkata Muralidhar Koduri are
the Independent Directors on the Board as of 31.03.2025.

The Company has received declarations from all the Independent Directors confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Companies
Act, 2013, read with the rules issued thereunder, as well as Regulation 16(1)(b) of SEBI
(LODR) Regulations.

Pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2019, all
the Independent Directors of the Company have registered themselves with the Independent
Directors’ Data Bank. Further, Mr. Rakesh Choudhary, Mr. Venkata Muralidhar Koduri, and
Mr. Sreenivas Katragadda have qualified the online proficiency self-assessment test during
the financial year 2020-21.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the
Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

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

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

d. The Directors have prepared the annual accounts on a going concern basis;

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

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

g. The Company has complied with the provisions relating to the constitution of the
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

NOMINATION AND REMUNERATION POLICY:

The Board, on the recommendation of the Nomination & Remuneration Committee, has
framed a policy for the selection, appointment, and remuneration of Directors and Key
Managerial Personnel, including the criteria for determining qualifications, positive
attributes, and independence of Directors.

The policy is available on the Company’s website at the following link:
https://lexnimble.in/#investors.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company, as
none of its employees has received remuneration above the limits specified therein during
the financial year 2024-25.

The information required under Section 197(12) of the Companies Act, 2013, read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is provided in the statement annexed herewith as Annexure-III.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return as on March 31, 2025, pursuant to Section 92(3) of the
Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, is available on the Company’s website at www.lexnimble.in.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the
meaning of Sections 73 to 76 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANY:

The Company has no subsidiaries as on 31.03.2025

BRANCH OFFICE:

During the financial year 2024-25, the Company’s branch office in Illinois, USA, came into
operational status and materially contributed to the significant growth in the Company’s
revenue and operations during the year.

CORPORATE GOVERNANCE:

The equity shares of the Company are listed on the BSE-SME Exchange. Therefore,
pursuant to Regulation 15(2)(b) of the SEBI (LODR) Regulations, 2015, Regulation 27 of
the SEBI (LODR) Regulations, 2015, and Part C of Schedule V relating to compliance with
Corporate Governance, these provisions are not applicable to the Company. Hence, the
Company is not required to comply with the requirements specified in Part E of Schedule II
pursuant to Regulation 27 of the SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF COMPANIES ACT, 2013:

The Company has not made any loans, guarantees, or investments during the financial year
2024-25 under review.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE
WITH THE RELATED PARTIES:

During the year under review, the Company has not entered into any new related party
transactions.

However, details of existing contracts/arrangements made in previous financial years and
renewed during the current financial year, which were in compliance with the applicable
provisions of the Companies Act, 2013, and were on an arm’s length basis, have been
reported in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts) Rules, 2014. This form is annexed to and
forms part of this report.

All such transactions were placed before the Audit Committee and the Board for their
approval.

WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, read with Rule 7 of
the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors has
approved the Policy on Vigil Mechanism/Whistleblower Policy.

Through this policy, Directors and employees may report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company’s Code of Conduct or Ethics Policy.

The policy is available on the Company’s website at www.lexnimble.in.

PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Company has formulated a Code for Prevention of Insider Trading. The same is available on
the Company’s website at www.lexnimble.in.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, no cases were filed under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, there were no
complaints pending at the beginning or at the end of the financial year.

The Company has constituted an Internal Complaints Committee to resolve any such cases
and to sensitize the women workforce on the issues covered under this Act.

The Members of the Committee are as follows:

The Company is committed to providing a safe and healthy working environment for
all employees, particularly women, and ensures that all necessary measures are in
place to prevent any form of sexual harassment at the workplace.

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

As the Company is not engaged in any manufacturing activity:

a) Conservation of Energy - Not Applicable

b) Technology Absorption

i. Research & Development - Nil

ii. Technology Absorption and Innovation -

During the year, the Company has adopted and implemented modern software
development frameworks and tools, including Docker containerization technology and
microservices-based architecture, to enhance scalability, deployment efficiency, and
maintainability of its solutions. Continuous training programs were conducted to keep
employees abreast of these emerging technologies.

The Company continues to make consistent efforts to keep its workforce informed of
and skilled in new technological advancements.

c) Foreign Exchange earnings & Out go

i. Earnings : Rs. 7,06,05,4 18-

ii. Out go : Rs. 07-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, the
Management Discussion and Analysis Report of the Company for the financial year 2024¬
25 is set out in this report as Annexure-I.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the maintenance of
cost records is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the financial statements for the year ended 31^st
March, 2025 are commensurate with the size and nature of the Company’s business. These
controls include budgetary controls, monitoring of expenses at various levels of authority,
adherence to the Company’s policies in the preparation and reporting of financial information,
and continuous oversight of internal controls through the internal audit process.

AUDITORS:

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed
thereunder, M/s Akasam & Associates, Chartered Accountants, Hyderabad (Firm
Registration No: 005832S), were appointed as the Statutory Auditors of the Company from
the conclusion of the Eighteenth (18^th) Annual General Meeting (AGM) till the conclusion
of the Twenty-Third (23^rd) AGM to be held in the year 2028.

There is no qualification, reservation, adverse remark, or disclaimer made by the Statutory
Auditors in their report for the financial year 2024-25.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder, the
Company had appointed M/s V. Bhaskara Rao & Co., Practicing Company Secretaries, as
the Secretarial Auditor for the financial year 2024-25. The Secretarial Audit Report for the
year 2024-25 is attached herewith as Annexure II. The Report does not contain any
qualifications, reservations, or adverse remarks.

Further, in the meeting of the Board of Directors, the Company has approved the
appointment of M/s. Pravesh Palod & Associates, Practicing Company Secretaries, as the
Secretarial Auditor for the financial years 2025-26 to 2029-30, subject to the approval of
the members at the ensuing Annual General Meeting.

INTERNAL AUDITORS:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, Ms. V.S.K. Jyothi has been re-appointed as the Internal Auditor of
the Company for the financial year 2025-26. The Internal Auditor reports directly to the
Audit Committee. The audit is conducted based on an internal audit plan, which is reviewed
and approved by the Audit Committee. The Committee periodically reviews the internal
audit reports, considers suggestions for improvement, and follows up on the implementation
of corrective actions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, the Company has not received any significant or material
orders passed by any regulatory authority, court, or tribunal that would impact its going
concern status. The operations of the Company continued in the normal course without any
such adverse directions or restrictions.

RISK MANAGEMENT:

Generally, we believe that high risk gives high returns, but it fails without appropriate risk
management. An appropriate risk management policy mitigates the risk and maximizes the
return.

Therefore, the Company has established a well-defined risk management policy, which is
available on the website of the Company at www.lexnimble.in.

CORPORATE SOCIAL RE SONSIBILITY:

The Company is not covered under Section 135 of the Companies Act, 2013, and the rules
made thereunder; hence, a Corporate Social Responsibility report is not required to be
annexed.

MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR AND
BEFORE THE DATE OF THIS REPORT:

There have been no changes or events after the close of the financial year that have materially
affected the financial position of the Company, apart from a marginal slowdown in
operations due to prevailing market conditions.

ACKNOWLEDGMENTS:

The Board of Directors wishes to place on record its sincere appreciation for the continued
support, cooperation, and trust of all stakeholders. The Directors also acknowledge the
dedication, hard work, and commitment of the Company’s employees, whose efforts have
been instrumental in its progress. Further, the Board extends its gratitude to valued
customers, business associates, and partners for their continued patronage.

For and on behalf of the Board of
Lex Nimble Solutions Limited

Sd/-

Praveen Chakravarthy Medikundam
Chairman & Director

Place: Hyderabad
Date: 14.08.2025