NINtec Systems Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 10^th (Tenth) Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

Key highlights of the Financial Results (Consolidated and Standalone) of your Company for the Financial Year ended March 31, 2025, summarised below:

	Standalone		Consolidated
Particulars	Results for the Financial Year 2025	Results for the Financial Year 2024	Results for the Financial Year 2025	Results for the Financial Year 2024
Revenue from Operations	858,470	647,419	1,398,042	830,461
Other Income	44,558	16,457	44,558	16,457
Total Income	903,028	663,876	1,442,600	846,918
Finance Cost	2,685	307	3,007	333
Depreciation & Amortization	20,652	10,959	20,652	10,959
Total Expenses	592,112	477,242	1,092,690	642,483
PROFIT BEFORE TAX	310,916	186,634	349,910	204,435
Total Tax Expense	77,782	45,912	86,690	49,287
PROFIT AFTER TAX	233,134	140,722	263,220	155,148
Earnings per share (Basic)	12.55	7.58	14.17	8.35
Earnings per share (Diluted)	12.55	7.58	14.17	8.35

2. COMPANYS PERFORMANCE

During the year under review, your Company has earned revenue of Rs. 858,470 thousands on Standalone basis and Rs. 1,398,042 thousands on Consolidated basis for the financial year 2024-2025. Further, your Company has earned a Standalone basis Profit before tax (PBT) of Rs. 310,916 thousands and Profit after tax (PAT) of Rs. 233,134 thousands and Consolidated basis Profit before tax (PBT) of Rs. 349,910 thousands and Profit after tax (PAT) of Rs. 263,220 thousands. The Company is working on expanding its operations which will give exponential growth in coming years. There is no revision in the financial statements during the year under review.

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. However, maintenance of cost records is not applicable to the Company.

Cash and Cash Equivalents as at March 31, 2025 were Rs. 262,047 thousands on Standalone basis. The Company continues to focus on its working capital, receivables and other parameters.

3. DIVIDEND

The Company, in order to conserve its resources, has not recommended and Dividend during the financial year under review.

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

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

5. TRANSFER TO RESERVE

The closing balance of the retained earnings of the Company for F.Y. 2024-25, after all the appropriation a nd adjustments was Rs. 385,480 thousands on Standalone basis and Rs. 429,993 thousands on Consolidated basis.

6. SHARE CAPITAL

AUTHORISED SHARE CAPITAL

Authorised share capital of the Company as on 31^st March, 2025 is Rs. 200,000 thousands. There is no change in authorised capital of the Company during the Year.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the year under review, there is no further issued of the capital and as on 31^st March, 2025, the paid-up share capital of the Company is Rs. 185,760 thousands.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

8. 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.

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

There are no material changes or events that have occurred between the end of the financial year i.e. 31st March, 2025 and the date of this report that would affect the Companys financial position. However, the Chairman of the Company has been changed after the end of the financial year under review.

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy on Directors 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 Companys website at www.nintecsystems.com.

11. 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.

12. 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.

13. 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.

14. 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 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.

15. LISTING WITH STOCK EXCHANGE

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

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

The Company has not provided any loans nor provided any guarantees under the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However, the details of the Investments made by the Company are given in the notes to the Financial Statements.

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

On March 31, 2025, 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 Companys 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 Companys website at www.nintecsystems.com.

18. 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 arms 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.

The details of transactions with the Company and the Related Parties are given as information under Notes to Accounts and Form AOC - 2 as Annexure C which forms a part of this Report.

19. POLICIES

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. This Policy is available on the Companys website at www.ninctecsystems.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. CORPORATE SOCIAL RESPONSIBILITY (CSR)

NSLs 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 D enclosed with this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at www.nintecsystems.com

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. BOARD OF DIRECTORS Composition:

The Board composition is as per the Listing Regulations and provisions of the Companies Act, 2013. As on March 31, 2025, the Board of the Company comprises of 6 (Six) Directors, with an optimum combination of Executive and Non-Executive Directors including one Women Director. The board comprises of 5 (Five) Non-executive directors, out of which 3 (three) Directors are Independent Directors.

During the year, the Members approved the following appointment and reappointment of directors:

Mrs. Rachana Gemawat (DIN: 02029832) who retires by rotation and being eligible, offers herself for reappointment. A resolution seeking Shareholders approval for his re-appointment was passed in the 9th Annual General Meeting of the Company hold on 27th September, 2024.

Retirement by rotation:

In pursuant to the provisions section 152 of the Companies Act, 2013 and Article of Association of the Company, Mr. Indrajeet Mitra (DIN: 00030788), Non-executive Director of the Company, would retire by rotation at this 10th Annual General Meeting of the Company and being eligible, Mr. Indrajeet Mitra has offered himself for re-appointment.

Declaration of Independence:

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

B. KEY MANAGERIAL PERSONNEL ("KMP")

KMPs Details at the starting of Financial Year:

Sr. No. Name	Designation
1. Mr. Niraj Gemawat	Managing Director
2. Ms. Shivangi Vakil *	Chief Financial Officer
3. Ms. Pooja Kadam **	Company Secretary and Compliance Officer
KMPs Details as on 31st March, 2025:
Sr. No. Name	Designation
1. Mr. Niraj Gemawat	Managing Director
2. Mr. Mohit Soni*	Chief Financial Officer
3. Ms. Disha Shah**	Company Secretary and Compliance Officer

* Ms. Shivangi Vakil resigned from the office of Chief Financial Officer of the Company w.e.f. April 30, 2024 and the Board further appointed Mr. Mohit Soni as Chief Financial Officer of the Company w.e.f. May 3, 2024

** Ms. Pooja Kadam resigned from the office of Company Secretary & Compliance Officer w.e.f. May 13, 2024 and subsequently, the Board appointed Ms. Disha Shah as the Company Secretary and Compliance Officer of the Company w.e.f. May 30, 2024

C. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, total 7 (Seven) Board Meetings were convened. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 as amended from time to time.

D. COMMITTEES OF THE BOARD OF DIRECTORS

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members. These Committees hold meetings at such frequencies as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

Your Company currently has 3 (Three) Committees viz.:

I. Audit Committee - The Company has a qualified and Independent Audit Committee which acts as a link between the Statutory, Internal Auditors 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.

As on 31st March, 2025 the Audit Committee comprises of the following members-

• Mr. Vishal Shah	Chairman
• Mr. Indrajeet Mitra	Member
• Mr. Somil Kumar Mathur	Member

During the year under review, 6 (Six) Audit Committee meetings were held. Ms. Disha Shah, 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, 2025, the Stakeholders Relationship Committee comprises of the following members:

• Mr. Indrajeet Mitra	Chairman
• Mr. Vishal Shah	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, 2025, the Nomination and Remuneration Committee comprises of the following members

• Mr. Vishal Shah	Chairman
• Mr. Somil Kumar Mathur	Member
• Mrs. Rachana Gemawat	Member

During the year, 4 (Four) Nomination and Remuneration Committee meetings were held.

E. 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 Companys internal financial controls were adequate and effective during FY 2024-25.

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

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

(b) They have selected such accounting policies and applied them consistently, and made judgements 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 or loss 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 the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

21. 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 E which forms a part of this report.

22. 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.

23. AUDITORS

STATUTORY AUDITORS:

M/s. Samir M. Shah & Associates, Chartered Accountants were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of 6th Annual General Meeting till the conclusion of 11th Annual General Meeting of the Company i.e. for a period of 5 years.

INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed Ms. Zalak Chokshi as an Internal Auditor of the Company for the FY 2024-25.

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, the Board of Directors had appointed M/s. Tushar Vora &

Associates, Company Secretaries for conducting secretarial audit of the Company for the year ended 31st March, 2025. The Secretarial Audit Report issued by Mr. Tushar Vora, Practicing Company Secretary in Form MR - 3 enclosed as Annexure F, which forms part of this report.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 28, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. Tushar Vora & Associates, Practicing Company Secretary (Peer Review No.: 1200/2021) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

24. 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 2025. The specific notes forming part of the accounts referred to in the Auditors Report are self-explanatory.

25. 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.

26. 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.

27. CORPORATE GOVERNANCE

In line with the Companys 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 Secretarys Report thereon is included as a part of the Annual Report.

28. LITIGATIONS

There were no litigations outstanding as on March 31, 2025.

29. 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.

30. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 isE available on the Companys website at www.nintecsystems.com.

31. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report, highlighting the important aspects of the business of theE Company for the year under review is given as a separate statement as Annexure G, which forms part of thisE Annual Report.

32. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

33. Neither any application has been made nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

34. Details of difference between amount of the valuation done at the time of one settlement and the valuation done while taking loan from the Bank or Financial Institution - Not Applicable

35. FRAUD REPORTING

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

36. CAUTIONARY STATEMENT

Statements in the Boards Report describing the companys objective, expectations or forecasts may be forwardE looking within the meaning of applicable laws and regulations. Actual results may differ materially from thoseE expressed in the statement.

35. ACKNOWLEDGEMENT

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

Date: 12th August, 2025	For and on behalf of the Board
Place: Ahmedabad		For, Nintec Systems Limited
	Sd/-	Sd/-
	Niraj Gemawat	Indrajeet Mitra
Email: cs@nintecsystems.com	Managing Director	Director
Web: www.nintecsystems.com	DIN:00030749	DIN:00030788