Your directors take pleasure in presenting the 41stAnnual Report on the operations of your Company and the Audited Accounts
for the financial year ended 31st March, 2025, together with the Auditors' Report thereon.
Financial Results:
Your Company's results for the year, and the comparative figures for the previous year, are given below in a summarized format:
a) Standalone: (Rs. in Lakhs)
|
Particulars
|
2024-25
|
2023-24
|
|
Net Sales
|
91,930.17
|
83,762.26
|
|
Other Income
|
57.78
|
26.12
|
|
Total Revenue
|
91,987.95
|
83,788.38
|
|
Profit before interest and depreciation
|
5,862.22
|
4,648.34
|
|
Less: Interest
|
107.61
|
114.60
|
|
Depreciation
|
291.36
|
285.44
|
|
Profit before exceptional & extraordinary items and tax
|
5,463.25
|
4,248.30
|
|
Profit before Tax
|
5,463.25
|
4,248.30
|
|
Profit after Tax
|
4,083.38
|
3,159.96
|
|
Add/less: Other Comprehensive Income
|
-38.70
|
-2.09
|
|
Total Comprehensive Income
|
4,044.68
|
3,157.87
|
|
Add: Opening balance in Statement of Profit & Loss
|
20,964.73
|
17,896.91
|
|
Amount available for appropriation
|
25,009.41
|
21,054.78
|
|
Appropriations:
|
|
|
|
Transfer to General Reserve
|
0
|
0
|
|
Dividend on equity shares
|
120.08
|
90.06
|
|
Dividend Distribution Tax on Interim Dividend
|
0
|
0
|
|
Surplus/(Deficit) carried to Balance Sheet
|
24,889.33
|
20,964.73
|
Note: Previous year’s figures are regrouped and presented wherever necessary.
b) Consolidated: (Rs. in Lakhs)
|
Particulars
|
2024-25
|
2023-24
|
|
Net Sales
|
91,958.25
|
83,762.38
|
|
Other Income
|
12.49
|
19.39
|
|
Total Revenue
|
91,970.74
|
83,781.77
|
|
Profit before interest and depreciation
|
5,636.20
|
4,629.55
|
|
Less: Interest
|
220.70
|
118.93
|
|
Depreciation
|
386.23
|
292.94
|
|
Profit before exceptional & extraordinary items and tax
|
5,029.27
|
4,217.68
|
|
Profit before Tax
|
5,029.27
|
4,217.68
|
|
Profit after Tax
|
3,634.34
|
3,115.51
|
|
Add/less: Other Comprehensive Income
|
-38.70
|
-2.09
|
|
Total Comprehensive Income
|
3,595.64
|
3,113.42
|
|
Add: Opening balance in Statement of Profit & Loss
|
20884.17
|
17,860.81
|
|
Amount available for appropriation
|
24,479.81
|
20,974.23
|
|
Appropriations:
|
|
|
|
Transfer to General Reserve
|
|
|
|
Dividend on equity shares
|
120.08
|
90.06
|
|
Dividend Distribution Tax on Interim Dividend
|
|
|
|
Surplus/(Deficit) carried to Balance Sheet
|
24,359.73
|
20,884.17
|
Note: Previous year’s figures are regrouped and presented wherever necessary.
Dividend:
Your directors declared and paid dividends for the financial year as per the following details:
|
Dividend
|
Date of declaration
|
Amount per share
|
Paid in
|
|
Interim Dividend
|
7thNovember,2024
|
Rs 4/- (40%)
|
December 2024
|
Your directors wish to inform you that no further dividends
will be paid for the 2024-25 financial year.
Transfer to Reserves:
No amount is proposed to be transferred to the reserves
of the Company.
Operations:
Operations of the Company's three divisions for the year
under review were as follows:
Lead Division:
This year, the Lead division recorded sales of Rs. 89,008
lakhs as against Rs. 83,069 lakhs in the previous year,
an increase of 7.15%
Windmills:
The entire wind energy generated at Ramagiri was sold to
Andhra Pradesh Southern Power Distribution Company
Ltd. The total revenue was Rs.34 lakhs against Rs.37
lakhs in the previous year.
Trading:
This year, the Trading Division recorded sales of
Rs.2,888 lakhs.
Total:
The combined turnover of the Company, thus, was
Rs.91,930 lakhs for the year under review, as against
Rs. 83,762 lakhs for the previous year.
Capital Structure:
There is no change in the capital structure during the
year.
Particulars of loans, Guarantees, security, and
Investments:
The Company gave a loan of Rs. 19.98 Crores @ 6.87%
rate of interest to Nile Li-Cycle Private Limited, a wholly
owned subsidiary of the Company for project works.
Corporate Guarantee was given to Axis Bank against
the project loan taken by Nile Li-Cycle Private Limited.
No security is given by the Company to which provisions
of sections 185 and 186 of the Companies Act, 2013
are applicable. The Company has complied with the
provisions of sections 185 and 186 of the Companies
Act 2013 with respect to investments in wholly owned
subsidiaries as disclosed in notes to accounts.
The Company provided a Corporate Guarantee up to an
aggregate sum of Rs 10 Crores on behalf of its wholly-
owned subsidiary, namely, Nile Overseas Enterprise
FZE, to Amalgamated Metal Trading Ltd (AMT) for the
purpose of hedging against the physical trading of Lead
on the London Metal Exchange (LME).
SUBSIDIARY COMPANIES:
Nile Li-Cycle Private Limited:
A separate statement containing the salient features of
the financial statements of the subsidiary companies in
Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.
Nirmalya Extracts Private Limited:
Your Company subscribed to 10,000 Equity shares @
10 each.
Your company has decided to put on hold the planned
foray into the plant extract and phytochemical space
through its wholly owned subsidiary: Nirmalya Extracts
Private Limited. This is because of increased competition
in the space, lack of sufficient raw material availability,
and expected long gestation period for the project.
A separate statement containing the salient features of
the financial statements of the subsidiary companies in
Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.
Nile Overseas Enterprise FZE:
During the year, your Company incorporated a Wholly
Owned Subsidiary Company in Jebel Ali Freezone,
Dubai viz. Nile Overseas Enterprise FZE and subscribed
to 40 Equity shares @ 1,00,000 AED each on 11th April,
2025.
A separate statement containing the salient features of
the financial statements of the subsidiary companies in
Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.
Eco Metal Trading FZCO:
Your Wholly Owned Subsidiary Company i.e.Nile
Overseas Enterprise FZE incorporated one Subsidiary
Company (51% shareholding) in Jebel Ali Freezone,
Dubai viz. Eco Metal Trading FZCO, on 16th April, 2025.
The financial statements of the said subsidiary will be
available only after 31st March, 2026. Therefore, the
particulars of financial statements as required under
Form AOC-1 are not applicable for the FY 2024-25.
Corporate Governance:
Your Company has complied with all provisions of
Corporate Governance, as required under the SEBI
(LODR) Regulations, 2015. A report on Corporate
Governance, along with the certificate on its compliance
from the Auditors, forms part of this report.
Integrated Management System (IMS):
i) ISO 45001:2018 OHSMS (Occupational Health
and Safety Management System) has
been successfully implemented and its
requirements updated in the Integrated
Management System documentation.
ii) The certification audit for the new ISO 45001:2018
OHSMS and the Surveillance Audit
for the existing ISO 9001:2015 and ISO 14001:2015 have been successfully completed by URS Certifications Limited
in May 2025.
iii) The certificates of registration for the ISO 45001:2018 standard have been received for both plants and head office
from URS Certifications Ltd.
iv) Management Programs for further improving the productivity, environmental aspects and OHSMS aspects have been
successfully implemented during the year.
Management Discussion and Analysis Report:
A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in
the ‘Management Discussion and Analysis Report' enclosed hereto, which forms an integral part of this Report (Refer
Annexure-C).
Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts)
Rules, 2014:
A. Conservation of Energy:
Energy consumption continues to show a downward trend due to the active involvement of all employees.
B. Technology Absorption:
The existing technology in use has been fully absorbed, and no new technology adoption measures were initiated
during the year.
C. Foreign Exchange earnings and outgo:
Total foreign exchange used and earned; (Rs. in Lakhs)
|
Particulars
|
2024-25
|
2023-24
|
|
a) Foreign Exchange earnings on exports
|
140.90
|
46.93
|
|
b) Foreign Exchange used on account of:
|
|
|
|
i) Foreign Travel
|
21.29
|
6.79
|
|
ii) Professional Charges
|
49.20
|
16.59
|
|
iii) Subscription charges
|
18.79
|
4.84
|
|
iv) Others / Director sitting Fees
|
1.17
|
-
|
|
v) Legal Fee
|
-
|
-
|
|
vi) CIF value of imports of raw material & others
|
4513.35
|
4907.66
|
|
vii) Part Advance for Import of Goods
|
544.96
|
142.59
|
|
viii) Investment in subsidiary company
|
39.91
|
-
|
Directors & Key Managerial Personnel:
Mrs. Vuyyuru Rajeswari will retire by rotation at the ensuing annual general meeting, and, being eligible, offers herself
for re-appointment and continuation of Directorship as a Non-Executive Director of the Company from the day she
attains the age of 75 years i.e., 15.09.2026.
Smt. Shanti Sree Bolleni was appointed as an Independent Director of the company with effect from 13th August,
2024.
Mr.S V Narasimha Rao, Mr. Suketu Harish Shah, and Mr. Sridar Swamy completed their second term as Independent
Directors of the Company on 29th September, 2024.
Dr. Yeswanth Nama Venkateswwaralu resigned as an Independent Director of the Company with effect from 24th
December, 2024.
Sri Vuyyuru Ramesh was re-appointed as Executive Chairman of the Company with effect from 12th August, 2025 and
his re-appointment will be tabled at the Annual General Meeting to be held on 30th September, 2025.
Statutory Auditors:
Statutory Auditors M/s. Gokhale & Co., Chartered Accountants, Hyderabad, having Firm Registration No.000942S,
hold office from 37th Annual General meeting held on 30th September, 2021 till the conclusion of the 42nd Annual
General Meeting.
The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India, and further confirmed their eligibility for re-appointment.
Cost Auditor:
Pursuant to the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and
based on the recommendations of Audit Committee, Board of Directors at their meeting held on 6th August, 2025
re-appointed Sri G Madhavaiah, (Membership
No:13220) as Cost Auditor of the Company for
the financial year 2025-2026. A resolution seeking
ratification of remuneration payable to the Cost
Auditor to conduct a cost audit for the financial year
2025- 26 has been included in the notice convening
41stAGM of the Company. The necessary consent
letter and certificate of eligibility were received
from the cost auditor confirming his eligibility to be
re-appointed as the Cost Auditor of the Company.
Secretarial Auditors:
The Board of Directors of the Company, based
on the recommendation of the Audit Committee,
proposes the appointment of Sri V. Mohan Rao,
Practicing Company Secretary (Peer Review
Certificate No. 3197), as the Secretarial Auditor of
the Company.
The Company has received a written consent, an
eligibility letter, and other documents necessary
declarations and confirmations from Sri V.
Mohan Rao, stating that he satisfy the criteria
provided under Section 204 of the Companies
Act, 2013 read with regulation 24A of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and that the appointment, if made, shall be in
accordance with the applicable provisions of the
Act and rules framed thereunder.
If approved by the Members, the appointment of
Sri V. Mohan Rao, Practicing Company Secretary
as the Secretarial Auditor will be for a period of
five consecutive years commencing from the
conclusion of 41st Annual General Meeting till the
conclusion of the 46th Annual General Meeting.
Secretarial Audit Report:
Pursuant to the provisions of section 204 of the
Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014, and based on the recommendations of
the Audit Committee, the Board of Directors
have appointed Sri V. Mohan Rao, Practicing
Company Secretary as Secretarial Auditor to
conduct the Secretarial Audit of the Company for
the financial years 2025-26 to 2029-30 subject to
the shareholders' approval in its 41st AGM. The
consent letter and certificate of eligibility were
received from Sri V. Mohan Rao, confirming his
eligibility for the appointment. The Secretarial Audit
Report for the Financial Year 2024-25 issued by
Sri V Mohan Rao in the prescribed Form MR-3 is
enclosed with this Report.
Annual Secretarial Compliance Report:
A Secretarial Compliance Report for the financial
year ended March 31, 2025 on compliance of
all applicable SEBI Regulations and circulars/
guidelines issued thereunder, was obtained from
Sri V. Mohan Rao, Practicing Company Secretary,
and submitted to the stock exchange.
Postal Ballot:
During the year under review, no postal ballot
resolutions were passed.
Compliance with Secretarial Standards on
Board and Annual General Meeting:
The Company has complied with the Secretarial
Standards issued by the Institute of Company
Secretaries of India.
Number of meetings of the Board:
Details of the same are disclosed in the Corporate
Governance Report.
Declaration of Independence:
All the Independent Directors have affirmed their
compliance with the criteria for Independence as
provided in Section 149(6) of the Companies Act,
2013.
Risk Management Policy:
The Board has adopted, and is implementing, a
suitable Risk Management Policy for the Company
which identifies therein different elements of risk
which may threaten the existence of the Company.
Annual return:
In accordance with the Companies Act, 2013, the
annual return in the prescribed format is available
at NILE-Annual Return 2024-25.
Deposits:
No deposits under Chapter V of the Companies
Act, 2013 were accepted or renewed during the
year.
Composition of Audit Committee and Vigil
Mechanism/Whistle Blower Policy:
Details of the same are disclosed in the Corporate
Governance Report.
Information as required under Section 134(3)
(e), Section 178(3) of the Companies Act, 2013
and Rule 8(4) of the Companies (Accounts)
Rules, 2014:
Refer Annexure D
Disclosures pursuant to Section 197(12) and
Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014:
Refer Annexure E
Annual Report on Corporate Social
Responsibility (CSR) activities in accordance
with Rule 8 of Companies (CSR Policy) Rules,
2014:
Refer Annexure F
Performance Evaluation:
The Board evaluated the effectiveness of its
functioning, and that of the Committees and
of individual Directors. The Board sought the
feedback of Directors on various parameters such
as:
• Degree of fulfillment of key responsibilities
• Clarity on the functional requirements of the
Directors on the Board as well as on the
Committees
• Co-operation between the Directors
• Quality and dynamics of the relationship
between Management and Independent Directors.
The Chairman met each of the Directors
individually, and obtained the feedback.
The Directors then discussed these inputs, and
also reviewed the performance of the Directors,
and the Committees as well as the Board as a
whole.
There was consensus that the performances of
the Directors, the Committees, and the Board were
entirely satisfactory. There was also satisfaction
regarding the co-operation and co-ordination
among the Directors.
The Directors resolved to continue to guide the
Company in the path of growth, with a social
conscience.
Employees:
A statement showing names and other particulars
of the top ten employees and employees drawing
remuneration in excess of the limits prescribed
under Rule 5(2) of the said rules is provided in
“Annexure G”. However, as per the provisions
of Section 136(1) of the Act, the Annual Report
is being sent to all the Members excluding the
aforesaid statement. The statement is available for
inspection at the Registered Office of the Company
during working hours up to the date of the 41st
Annual General Meeting.
No employee was in receipt of remuneration more
than the limit prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
The Company had complied with the provisions
related to Maternity Benefit Act. 1961.
Directors’ Responsibility Statement:
Your Directors, in terms of Section 134(5) of the
Companies Act, 2013, state that:
(a) In the preparation of the annual accounts,
the applicable accounting standards had
been followed along with proper explanation
relating to material departures;
(b) The Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at the end of the financial year and
of the profit and loss of the Company for that
period;
(c) The Directors had taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of this Act for safeguarding the
assets of the Company and for preventing
and detecting fraud and other irregularities;
(d) The Directors had prepared the annual
accounts on a going concern basis; and
(e) The Directors had laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively.
(f) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.
RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on Related
Party Transactions and manner of dealing with
related party transactions which is available on
the Company's website at the link: http://www.
nilelimited.com/policies.html. All related party
transactions entered into during FY 2024-25 were
on an arm's length basis and in the ordinary course
of business. No material related party transactions
were entered into during the financial year by the
Company. Accordingly, the disclosure of related
party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is attached in
Annexure B.
Prevention of Insider Trading:
Pursuant to SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, the Company
has adopted the Code of Internal Procedures and
Conduct for Regulating, Monitoring, and Reporting
of Trading by Designated Persons and their
Immediate Relatives along with the Code of Fair
Disclosures.
Designated Person for furnishing or providing
information to the Registrar of Companies with
respect to beneficial interest in shares of the
company:
Pursuant to Rule 9 of the Companies (Management
and Administration) Rules, 2014 and other
applicable provisions of the Companies Act, 2013,
the Board of Directors of the Company designated
Company Secretary of the Company for furnishing
or providing information to the Registrar of
Companies with respect to beneficial interest in
shares of the company.
Particulars of Significant/Material orders
passed, if any:
During the year under review, there were no
significant and/or material orders passed by any
Regulator/ Court/ Tribunal which could impact the
going concern status of the Company and its operations in the future
Certificate of Non disqualification of Director’ under Regulation 34(3) of SEBI (LODR) 2015:
The Company has obtained the below certificate from Sri V. Mohan Rao, Practicing Company Secretary, confirming
that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or
continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)
The Members,
Nile Limited
I V. Mohan Rao, Practicing Company Secretary, have examined the relevant registers, records, forms, returns,
and disclosures received from the Directors of Nile Limited having CIN: L27029AP1984PLC004719 and having
Registered Office at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati
Dist. AP- 517520 (herein after referred to as ‘the Company'), produced before me by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the
Company and its officers hereby certify that none of the Directors on the Board of the Company as stated below for
the Financial Year ending on 3151 March, 2025, have been debarred or disqualified from being appointed or continuing
as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
other Statutory Authority:
|
Sl. No.
|
Name of Director
|
DIN
|
Date of appointment in the
Company
|
|
1.
|
Vuyyuru Ramesh
|
00296642
|
19-12-1984
|
|
2.
|
Sandeep Vuyyuru Ramesh
|
02692185
|
14-08-2011
|
|
3.
|
Vuyyuru Rajeswari
|
00845598
|
30-09-2014
|
|
4.
|
Kadiri Ramachandra Reddy
|
00042172
|
22-03-2024
|
|
5.
|
Venkateswarlu Jonnalagadda
|
00051001
|
12-08-2021
|
|
6.
|
Shanti Sree Bolleni
|
07092258
|
13-08-2024
|
Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
Sd/-
V. Mohan Rao
Place: Hyderabad M No: 6967; CP No: 5559
Date: 6th August, 2025 UDIN-F006967G000951229
|