NINtec Systems Ltd Directors Report

<dhhead>BOARD’S REPORT </dhhead>

The Boards Report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"/ "SEBI LODR") and the Companies Act, 2013 ("the Act"), which forms part of the Annual Report for the year ended 31^st March, 2026.

Dear Members,

The Board of Directors present the Company’s 11^th (Eleventh) Annual Report and the Company’s audited financial statements for the financial year ended 31^st March, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The key highlights of the Consolidated and Standalone Financial Results of the Company for the financial year ended 31^st March, 2026, are summarised below:

				( in Lakhs except EPS)
	Standalone		Consolidated
Particulars	Financial Year 2026	Financial Year 2025	Financial Year 2026	Financial Year 2025
Revenue from Operations	10,169.56	8,584.70	17,016.78	13,980.42
Other Income	196.72	445.58	196.72	445.58
Total Income	10,366.29	9030.28	17,213.50	14,426.00
Finance Cost	31.42	26.85	32.46	30.07
Depreciation & Amortization	251.80	206.52	251.80	206.52
Total Expenses	6,638.19	5,921.12	12,932.37	10,926.90
PROFIT BEFORE TAX	3,728.10	3,109.16	4,281.12	3,499.10
Total Tax Expense	948.21	777.82	1,079.96	866.90
PROFIT AFTER TAX	2,779.89	2,331.34	3,201.16	2,632.20
Earnings per share (Basic)	14.96	12.55	17.23	14.17
Earnings per share (Diluted)	14.96	12.55	17.23	14.17

Note: The above figures are extracted from the audited standalone and consolidated financial statements of the

Company prepared in accordance with the Indian Accounting Standards ("Ind AS").

2. COMPANY’S PERFORMANCE AND STATE OF AFFAIRS

The revenue from operations, on standalone basis, for the financial year under review is 10,169.56 lakhs as against 8,584.70 lakhs for the previous financial year registering an increase of 18.46%. The Profit before tax (PBT) is 3,728.10 lakhs for the financial year under review as against 3,109.16 lakhs for the previous financial year. The profit after tax (PAT) is 2,779.89 lakhs for the financial year under review as against 2,331.34 lakhs for the previous financial year, registering an increase of 19.24%.

The revenue from operations, on consolidated basis, for the financial year under review is 17,016.78 lakhs as against 13,980.42 lakhs for the previous financial year registering an increase of 21.72%. The Profit before tax (PBT) is 4,281.12 lakhs for the financial year under review as against 3,499.10 lakhs for the previous financial year. The profit after tax (PAT) is 3,201.16 lakhs for the financial year under review as against 2,632.20 lakhs for the previous financial year, registering an increase of 21.62%.

The financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 under the historical cost convention on the accrual basis. The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly issued accounting standard is adopted or a revision to an existing accounting standard requires a change in the accounting policy in use.

Cash and Cash Equivalents as at March 31, 2026 were 3,394 lakhs on Standalone basis. The Company continues to focus on its working capital, receivables and other parameters.

There have been no material changes and commitments, affecting the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

3. CHANGE IN NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during F.Y. 2025-2026.

4. CHANGE IN LOGO OF THE COMPANY

The Company adopted a new corporate logo as part of its brand identity enhancement initiative. The new logo reflects the Companys evolving vision, values, and strategic direction while reinforcing its commitment to innovation, growth, and excellence.

The change in the corporate logo is intended to strengthen the Companys brand image and enhance its recognition among customers, investors, business partners, and other stakeholders. The change is limited to the Companys visual identity and does not affect the legal status, constitution, name, business operations, rights, obligations, or any contractual arrangements of the Company.

5. DIVIDEND

With a view to strengthening the Companys financial position and ensuring the availability of adequate resources for its ongoing operations, growth plans, and future opportunities, the Board of Directors has not recommended any dividend for the financial year 2025-26.

The Board believes that retaining the profits within the business will strengthen the Companys financial position, enhance its ability to pursue growth opportunities and create sustainable value for all stakeholders in the long term.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since no dividend has been declared or paid by the Company, there is no amount of unpaid or unclaimed dividend required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Companies Act, 2013.

7. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for F.Y. 2025-26, after all the appropriation and adjustments was 6,634.69 lakhs on Standalone basis and 7,501.09 lakhs on Consolidated basis.

8. SHARE CAPITAL

AUTHORISED SHARE CAPITAL

The Authorised Share Capital of the Company as on 31^st March, 2026 is 20,00,00,000 consisting of 2,00,00,000 equity shares of 10/- each. There is no change in authorised capital of the Company during the Financial Year.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

The Paid-up Share Capital of the Company as on 31^st March, 2026 is 18,57,60,000 consisting of 1,85,76,000 Equity Shares of 10/- each. During the Financial Year under review, there is no further issued of the capital.

9. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant or material orders passed by any Regulators, Courts or Tribunals which impact the going concern status of the Company or are likely to adversely affect its operations in future.

10. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL

FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis, which forms part of this report.

11. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

No material changes and commitments have occurred subsequent to the close of the financial year till the date of this Report which may affect the financial position of the Company.

However, subsequent to the close of the financial year, the Board of Directors, upon review and recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Niraj Gemawat as the Managing Director of the Company for the further period of five (5) years with effect from 29^th June, 2026 subject to approval of shareholders of the Company. The said re-appointment does not constitute a material change or commitment affecting the financial position of the Company.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy on Director’s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under

Companies Act, 2013 is available on Company’s website at www.nintecsystems.com.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 is furnished as Annexure A which forms a part of this report.

14. SECRETARIAL STANDARDS

The Company has complied with Board of Directors (SS-1) and General Meeting (SS-2), as amended from time to time, issued by the Council of the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.

15. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The risk management process is followed by the Company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review the risk assessment in the Company on regular basis. The Risk Management Policy is available on the website of the Company at www.nintecsystems.com.

16. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE

The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairman of the Board. The performance of the board was evaluated by the Independent Directors after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance evaluation of the Independent Directors was carried out by the Nomination and Remuneration Committee and was noted by the Board. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

17. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loans or provided any guarantees covered under the provisions of Section 186 of the Companies Act, 2013, Accordingly, the disclosure requirements relating thereto are not applicable. However, the details of the Investments made by the Company are disclosed in the notes forming part of the Financial Statements.

19. STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

On March 31, 2026, the Company has 1 Wholly Owned Subsidiary ("WOS") and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture Companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of Financial Statements of the Company’s Subsidiaries in Form No. AOC -1 is attached as Annexure B which forms part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate financial statements in respect of subsidiaries, are available on the Company’s website at www.nintecsystems.com/investors.

Companies that have become Subsidiaries, Joint Ventures or Associates during the year under review:

There were no companies that became subsidiaries, joint ventures, or associates during the year under review.

Companies that have ceased to be Subsidiaries, Joint Ventures, or Associates during the year under review:

There were no companies that ceased to be subsidiaries, joint ventures, or associates during the year under review.

Unlisted Material Subsidiaries

During the year under review, the Company has 1 unlisted material subsidiaries incorporated outside India i.e. Nintec Systems B.V.

The Company had adopted a Policy for determining Material Subsidiaries in line with the requirements of the SEBI Listing Regulations and the same can be accessed on the Company’s website at www.nintecsystems.com.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not entered into any material transactions with Related Parties (except with its Subsidiaries, which are exempt for the purpose of Section 188(1) of the Act). With reference to Section 134 (3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the Financial Year, were in the ordinary course of business and on an arm’s length basis.

All transactions with Related Parties are placed before the Audit Committee for its approval. Omnibus approvals are given by the Audit Committee on yearly basis for the transactions, which are anticipated and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2025-26 and hence, does not form part of this Report

The Policy on Related Party Transactions is available on the website of the Company at www.nintecsystems.com.

A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for employees, Directors and stakeholders in conformation with the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour and to ensure strict compliance with ethical and legal standards across the Company. This Policy is available on the Company’s website at www.nintecsystems.com.

B. POLICY FOR PROTECTION OF WOMEN AGAINST SEXUAL

HARASSMENT AT WORKPLACE

The Company has adopted a zero-tolerance approach for sexual harassment at workplace and has formulated a policy on the prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, for prevention and redressal of complaints of Sexual harassment at the workplace. Your Company has complied with provisions relating to the constitution of the Internal Complaints Committee (‘ICC’) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2024-25, the Company has not received any complaints on sexual harassment. This policy has been uploaded on the website of the Company at www.nintecsystems.com.

Further, Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

a. Number of complaints received during the Financial Year	0
b. Number of complaints disposed of during the Financial Year	0
c. Number of cases pending for a period exceeding ninety days	0

Maternity Benefit Act, 1961

The Company complies with the provisions of Maternity Benefit Act, 1961

C. POLICY FOR PREVENTION OF INSIDER TRADING

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the

Company. The Code of Fair Disclosure is available on the website of the Company at www.nintecsystems.com.

Further pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and regulate, monitor and report to be made while dealing with the shares of the Company. The Company Secretary has been appointed as Compliance Officer and is responsible for monitoring adherence to the Code. The policy for Prohibition of Insider Trading has been uploaded on the website of the Company at www.nintecsystems.com.

D. POLICY FOR CORPORATE SOCIAL RESPONSIBILITY (CSR)

NSL’s CSR initiatives and activities are aligned with the requirements of Section 135 of the Companies Act, 2013.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure C enclosed with this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company’s website at www.nintecsystems.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. BOARD OF DIRECTORS

The Board of Directors provides strategic direction and leadership to the Company and is responsible for overseeing its management and affairs. The Board comprises individuals with extensive experience, diverse expertise, and proven leadership capabilities across various fields relevant to the Companys business.

The Directors bring a balanced mix of industry knowledge, financial expertise and governance experience, enabling informed and effective decision-making. The Board functions in accordance with the principles of transparency, accountability, and good corporate governance, ensuring sustainable value creation for all stakeholders.

Composition:

As on March 31, 2026, the Board comprised of six Directors with three Non-Executive Independent Directors, one Executive Director and two Non-Executive and Non-Independent Directors including one Women Director. The Chairman of the Board, is Non-Executive and Non-Independent Director.

The details of the constitution / composition of the Board and of the Committees, the terms of reference etc., are given in the Corporate Governance Report which forms part of the Annual Report.

The Company has constituted various committees with the majority of Directors being Independent.

In line with the requirements of the SEBI Listing Regulations, the Board identifies the key skills, expertise and competencies required for effective oversight of the Company’s business.

Additionally, the details of the core skills and competencies of all the Directors are set out in the Corporate Governance Report, which forms part of this Annual Report.

The Board is of the opinion that all the Directors, including the Director re-appointed during the financial year under review, possess the requisite qualifications, experience and expertise and uphold high standards of integrity.

Appointment/ Re-appointment/ Resignation of Directors during FY 2025-26 Re-appointment during FY 2025-26

Mr. Indrajeet Mitra (DIN: 00030788), Non-Executive, Non-Independent Director of the Company, who retired by rotation in terms of Section 152(6) of the Act, were re-appointed by the Members at the 10^th Annual General Meeting of the Company held on 26^th September, 2025.

Resignation during FY 2025-26

Mr. Vishal Shah (DIN: 01681950) and Mr. Hursh Jani (DIN:01356764), Non-Executive Independent Directors of the Company, ceased to hold office as Directors of the Company with effect from the closing of business hours on 12^th February, 2026. Further they confirmed that there were no material reasons for their resignation other than those mentioned in their respective resignation letters.

Appointment during FY 2025-26

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Mehul Ganpatbhai Makkampara (DIN: 11490241) and Mr. Rahul Ratankumar Guhathakurta (DIN: 11492675), as Additional Directors (Non-executive, Independent Director) of the Company, with effect from 1st February, 2026 subject to approval of the Shareholders.

Subsequently, the Shareholders of the Company approved their appointment as Non-Executive Independent Director for a term of five consecutive years by way of a special resolution passed through postal ballot on 19^th March, 2026.

The following changes took place in the composition of the Board, after the closure of the financial year:

The Board of Directors at the meeting held on 26^th June, 2026, re-appointed Mr. Niraj Gemawat, as the Managing Director of the Company, for the period of five (5) years from 29^th June, 2026 to 28^th June, 2031, subject to approval of the Shareholders at the ensuing Annual General Meeting.

Re-appointment of Director Retiring by Rotation:

In pursuant to the provisions Section 152 of the Companies Act, 2013 and Article of Association of the Company, Mrs. Rachana Gemawat (DIN: 02029832), Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuring Annual General Meeting of the Company and being eligible, seeks re-appointment in terms of the provisions of the Companies Act, 2013.

Independent Directors and Declaration of Independence:

As on 31^st March, 2026 Mr. Somilkumar Mathur, Mr. Mehul Makkampara and Mr. Rahul Guhathakurta were independent Directors of the Company.

All Independent directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act, 2013, read with the relevant rules, and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Independent Directors, other than payment of sitting fees.

KEY MANAGERIAL PERSONNEL ("KMP")

There is no change in the Key Managerial Personnel ("KMP") during the year under review. Further, the following are the KMPs of the Company as on 31^st March, 2026: a. Mr. Niraj Gemawat, Managing Director b. Mr. Mohit Soni, Chief Financial Officer c. Ms. Disha Shah, Company Secretary and Compliance Officer

B. MEETINGS OF THE BOARD OF DIRECTORS

A Calendar of Board Meetings is prepared and circulated well in advance to the Directors.

During the financial year under review, five Board Meetings were held on May 28, 2025, August 12, 2025, November 12, 2025, January 28, 2026 and February 12, 2026. The maximum interval between any two Board meetings did not exceed 120 days in compliance with the Companies Act, 2013 and SEBI Listing Regulations.

Details on the Company’s Board processes and meetings held during the financial year under review including attendance of the Directors thereat, is provided in Corporate Governance Report that forms part of this Annual Report.

C. COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the board has constituted various statutory and other Committees of the Board, comprising members of the Board. The Committees of the Board meet at such intervals as may be required to effectively discharge their respective terms of reference, duties, roles and responsibilities as approved by the Board and mandated under applicable law.

During the financial year under review, the composition of the Committees of the Board was updated consequently upon changes in the composition of the Board of Directors. Such reconstitution was carried out in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring continued compliance with the prescribed requirements relating to composition, quorum, independence and other governance norms.

The Company presently has the following Committees of the Board, namely:

I. Audit Committee - The Company has a qualified and Independent Audit Committee which acts as a link between the Internal Auditor, Statutory Auditor, and the Board of Directors. The terms of reference of the Audit Committee cover the matters specified for Audit Committee in the SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 and Section 177 of the Companies Act, 2013.

During the year review, the Audit Committee was re-constituted upon change in the Directors of the Company

As on 31st March, 2026 the Audit Committee comprises of the following members-

Mr. Rahul Guhathakurta	Chairman
Mr. Indrajeet Mitra	Member
Mr. Somil Kumar Mathur	Member

Company Secretary & Compliance Officer acted as the Secretary of the Committee.

II. Stakeholders Relationship Committee- Stakeholders Relationship Committee is constituted according to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015. The Committee ensures cordial investor relations and oversees the mechanism for redressal of investor grievances. The Committee specifically looks into redressing shareholders and investor complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non- receipt of dividend and other allied complaints.

As on 31st March, 2026, the Stakeholders Relationship Committee comprises of the following members:

Mr. Indrajeet Mitra	Chairman
Mr. Mehul Makkampara	Member
Mrs. Rachana Gemawat	Member

1 (One) meeting was held for the Committee during the year. Ms. Disha Shah, Company Secretary & Compliance Officer acted as the Secretary of the Committee.

III. Nomination and Remuneration Committee- As on 31st March, 2026, the Nomination and

Remuneration Committee comprises of the following members-

Mr. Rahul Guhathakurta	Chairman
Mr. Somil Kumar Mathur	Member
Mrs. Rachana Gemawat	Member

During the year, 2 (Two) Nomination and Remuneration Committee meetings were held.

IV. Corporate Social Responsibility Committee ("CSR")- Pursuant to section 135(9) of the

Companies Act, 2013 ("the Act"), where the amount to be spent by a Company does not exceed fifty lakh rupees, the functions of the CSR activities shall be discharged by the Board of Directors of such Company.

However, as on financial year ended 31st March, 2026, the amount required to be spent on CSR activities exceeded the threshold prescribed under Section 135(9) of the Companies Act, 2013. Accordingly, the Board of Directors, at its meeting held on 26^th June, 2026, constituted the Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder with the following members:

Mr. Rahul Guhathakurta	Chairman
Mr. Indrajeet Mitra	Member
Mrs. Rachana Gemawat	Member

D. DIRECTORS’ RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews by the Management and the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2025-26.

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, the Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) such accounting policies have been selected and applied consistently, and judgements and estimates are made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31^st March, 2026 and of the profit of the Company for that period;

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

(d) the annual accounts are prepared on a going concern basis;

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

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

22. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure D which forms a part of this report.

23. HUMAN RESOURCE MANAGEMENT

At NINtec Systems Limited, we believe that human resources are precious assets of the Company. The motto during the year has been to enhance the morale and capabilities of the employees. We strongly believe in favourable work environment that encourages innovation and creativity. Your Company has established an organization structure that is agile and focused on delivering business results, stimulating performance culture and motivating employees to develop themselves personally and professionally.

24. AUDITORS & AUDIT REPORTS

AUDIT REPORT:

The Statutory Auditors have issued unmodified opinion on the financial statements of the Company for the year ended 31 March 2026.

The Statutory Auditor’s Report for Financial Year ended 31^st March, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer. The Board further confirms that the Statutory Auditor has not reported any instance of fraud to the Audit & Compliance Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the financial year under review.

The Secretarial Audit Report for the Financial Year ended 31^st March, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

AUDITORS:

Completion of Tenure:

M/s. Samir M. Shah & Associates, Chartered Accountants had been re-appointed as the Statutory Auditors of the Company in the 6th Annual General Meeting to hold office for a period of five (5) years till the conclusion of 11^th Annual General Meeting, to be held in the 2026. They had confirmed that they are not disqualified from being re-appointed as Statutory Auditors of the Company.

Appointment of New Statutory Auditor:

On the recommendation of the Audit Committee, the Board of Directors have proposed the appointment of M/s J. T. Shah & Company, Chartered Accountant (FRN 109616W) as Statutory Auditors of the Company, in place of the retiring auditors. Accordingly, it is proposed to appoint M/s J. T. Shah & Company, Chartered Accountants as the Statutory Auditors of the Company, to hold office from the conclusion of the 11^th Annual General Meeting for a term of five consecutive years, i.e., until the conclusion of the 16^th Annual General Meeting, subject to approval of shareholders at the ensuing Annual General Meeting.

An Ordinary Resolution proposing the appointment of M/s. J. T. Shah & Company, Chartered Accountants, as Statutory Auditor of the Company pursuant to Section 139(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of the 11^th Annual General Meeting.

The Company has received from M/s. J. T. Shah & Company, Chartered Accountants:

a written consent to the proposed appointment in accordance with Section 139(1) of the Companies Act, 2013; and a certificate confirming that the firm satisfies the criteria of eligibility prescribed under Section 141 of the Companies Act, 2013 and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and the rules framed thereunder.

Brief Profile:

M/s. J. T. Shah & Company, Chartered Accountants, is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. The firm is registered in Ahmedabad and provides statutory audit, assurance, tax, and advisory services to a large number of leading listed companies across diverse sectors in India. The firm brings with it deep sector expertise, a technology-driven audit methodology, and a strong commitment to audit quality and independence, and the Board is confident that its appointment will further strengthen the audit governance framework of the Company.

A brief profile of M/s. J. T. Shah & Company, Chartered Accountants, is given under the AGM Notice to the shareholders.

INTERNAL AUDITOR:

As per provisions of Section 138 of the Companies Act, 2013 read with the applicable rules, every Listed Company is required to appoint an Internal Auditor to conduct internal audit of the functions and activities of the company. The Board of Directors, based on the recommendation of the Audit Committee, had appointed Ms. Zalak Chokshi as an Internal Auditor of the Company for the FY 2025-26.

SECRETARIAL AUDITORS:

As per Section 204 of the Companies Act, 2013, every listed Company is required to conduct a Secretarial Audit and attach a Secretarial Audit Report to its Board’s Report, issued by a Company Secretary in practice, in the prescribed format.

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the Annual General Meeting held on 26^th September, 2025, approved the appointment of M/s. Tushar Vora & Associates, as the Secretarial Auditor of the Company for a term of five (5) consecutive years, commencing from financial year 2025-26.

The Secretarial Audit Report issued by the Secretarial Auditor for FY 2025-26 is annexed as Annexure E.

Cost Records and Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Statutory Auditors and Secretarial Auditors have not raised any qualifications, reservations or remarks in their respective Audit Report for the financial year ended 31^st March 2026. The specific notes forming part of the accounts referred to in the Auditor’s Report are self-explanatory.

26. PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. SHARES

BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES:

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

EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

RIGHTS ISSUE:

The Company has not issued any Rights Issue Shares during the year under review.

28. CORPORATE GOVERNANCE

In line with the Company’s commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions as prescribed in SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 and other applicable provisions.

A separate Report on Corporate Governance and Practicing Company Secretary’s Report thereon is included as a part of the Annual Report.

29. LITIGATIONS

There were no litigations outstanding as on March 31, 2026.

30. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR

During the year under review, no cases of child labour, forced labour, involuntary labour and discriminatory employment were reported.

31. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March

31, 2026 is available on the Company’s website at www.nintecsystems.com.

32. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report for the year under review, as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented as a separate section as Annexure G, which forms part of this Annual Report.

33. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has in place a structured induction and Familiarization Programme for the Independent Directors of the Company. Your Company through such programmers familiarizes the Independent Directors with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. They are also informed of the important policies of your Company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider Trading.

34. FRAUD REPORTING

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

35. CAUTIONARY STATEMENT

Statements in the Board’s Report describing the company’s objective, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement.

36. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events related to these items during the financial year 2025-26:

Issue of equity shares with differential rights as to dividend, voting or otherwise;

Any application or any proceeding made or pending under the Insolvency and Bankruptcy Code, 2016

There was no one-time settlement done by the Company and hence the provision of details of difference in valuation arising between such one-time settlement and the loan taken from the Banks does not arise.

Voting rights which are not directly exercised by the employees in respect of equity shares in accordance of any Scheme.

Revision made in Financial Statements or the Director’s Report of the Company

ACKNOWLEDGEMENT

The Directors would like to express their sincere gratitude to all employees for their significant contribution, assistance and co-operation received from the Banks, employees, various government authorities, customers, vendors and shareholders during the year.

	For and on behalf of the Board
	For, Nintec Systems Limited
Date: 11th August, 2026	Sd/-	Sd/-
Place: Ahmedabad	Niraj Gemawat	Indrajeet Mitra
Email: investors@nintecsystems.com	Managing Director	Director
Web: www.nintecsystems.com	DIN: 00030749	DIN: 00030788