Nirmitee Robotics India Ltd Directors Report

To The Members of

Nirmitee Robotics India Limited CIN: L74999MH2016PLC284731

Your directors have pleasure in presenting their 10^th Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2026.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The Company demonstrated a resilient financial performance during the financial year 2025 26. Revenue from operations reflects the Companys ability to sustain its business performance in a dynamic market environment. The Company continued to maintain profitability while focusing on operational efficiency, business development initiatives, and long-term value creation for stakeholders. The operating results of the Company for the year are as under:

(Amt in Lakhs)

Particulars	31/03/2026	31/03/2025
Revenue From Operations and Other Income	736.48	897.53
Net Profit/Loss before Interest, Depreciation and Tax	126.53	120.87
Less: Finance Cost	8.04	24.45
Net Profit/Loss before Depreciation and Tax	118.49	96.42
Less: Depreciation and amortization for the year	14.39	16.97
Net Profit/Loss before exceptional and extraordinary items and tax	104.10	79.45
Less: Exceptional Items	0.00	0.00
Profit before extraordinary items and tax	104.10	79.45
Less: Extraordinary Items	0.00	0.00
Profit before tax	104.10	79.45
Less: Tax Expenses
i. Current tax expense	24.00	20.00
ii. Deferred tax Liability/(Assets)	(0.74)	(0.77)
iii. Tax for Earlier years	0.00	0.00
Profit/Loss for the period from continuing operations	80.84	60.22
Profit/Loss from discontinuing operations	0.00	0.00
Tax expense of discontinuing operations	0.00	0.00
Profit/Loss from discontinuing operations (after tax)	0.00	0.00
Profit/Loss transferred/adjusted to General Reserve	80.84	60.22
Basic earnings per equity share	2.24	1.67
Diluted earnings per equity share	2.24	1.67

2. STATE OF COMPANYS AFFAIRS, RESULT OF OPERATION AND FUTURE OUTLOOK:

COMPANYS AFFAIRS:

During the year under review, the Company continued to carry on its business activities in the field of robotics, automation, artificial intelligence, and related technology solutions in accordance with its objects. The Company focused on business development, technology advancement, and exploring opportunities in the robotics and automation sector. The Directors are optimistic about the future prospects of the Company and expect continued growth in its operations.

RESULT OF OPERATION: (AMT IN LAKHS):

During the financial year ended March 31, 2026, the Company recorded a total revenue of Rs. 736.48 Lakhs as against Rs. 897.53 Lakhs in the previous financial year. The Company demonstrated operational resilience and maintained effective cost management measures, enabling it to sustain and improve its profitability.

The Company earned a net profit of Rs. 80.84 Lakhs for the financial year ended March 31, 2026, compared to a net profit of Rs. 60.22 Lakhs in the previous year, registering a growth of approximately 34.24%. The improvement in profitability reflects the Companys continued focus on operational efficiency, prudent financial management, optimization of resources, and disciplined control over costs.

Your directors are pleased to note that, notwithstanding the challenging business environment and lower revenue levels during the year, the Company has successfully enhanced its bottom-line performance. The management remains committed to strengthening business operations, improving productivity, exploring new growth opportunities, and creating sustainable value for all stakeholders.

The Board is confident that the strategic initiatives undertaken by the Company, coupled with its strong financial discipline and customer-focused approach, will support long-term growth and profitability in the coming years.

FUTURE OUTLOOK:

The Management is looking for the growth and diversification of the business of Company.

Further, the Management is hopeful that Company will register even higher growth rate in future as the corporate and social community is getting alert towards duct cleaning during the pandemic. The Company is working rapidly and looking forward for opportunities to grab more and more business and clients and the positive results of which will be seen in the coming years.

3. SHARE CAPITAL:

As on 31^st March, 2026, the Authorized share capital of the Company is Rs. 11,00,00,000/- (Indian Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs 10/- (Rupees Ten only) each; and Issued, Subscribed and Paid-up share capital of the Company is Rs. 3,60,11,880/- (Indian Rupees Three Crores Sixty Lakhs Eleven Thousand Eight hundred and eighty only) divided into 36,01,188 (Thirty-Six Lakhs One Thousand One hundred and eighty-eight) equity shares of Rs. 10/- (Rupees Ten only) each. The Company has only one class of equity shares having at par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

a) Retire by Rotation:

In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company Mr. Kartik Eknath Shende (02627131), Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the forthcoming 10^th Annual General Meeting.

The Board recommends the said reappointment for shareholders approval.

b) Inductions / Appointment or Re-appointment of Director / KMP:

Based on the recommendation of the Nomination and Remuneration Committee and the approval of the Board of Directors, Mr. Rahul Kartik Shende (DIN: 11622452), who was appointed as an Additional Non-Executive Director of the Company with effect from March 26, 2026, is proposed to be appointed as a Non-Executive Director of the Company at the ensuing 10^th Annual General Meeting. Upon approval by the Members, he shall be liable to retire by rotation in accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company.

c) Composition of Board of Directors:

The Composition of Board of Directors as on 31st March, 2026 is as follows;

Name	DIN	Designation
1. Mr. Jay Prakash Motghare	07559929	Whole Time Director
2. Mr. Kartik Eknath Shende	02627131	Non-Executive Director
3. Mr. Rahul Kartik Shende	11622452	Additional Non- Executive Director
4. Mr. Manish Tarachand Pande	08712019	Independent Director
5. Mr. Pradeep Prakash Thadani	08611572	Independent Director
6. Mrs. Shweta Jay Motghare	09756777	Woman Director

d) Key Managerial Personnel:

The following persons are the Key Managerial Personnel of Company as on 31^st March 2026;

Name	DIN/PAN	Designation
1. Mr. Jay Prakash Motghare	07559929	Whole Time Director
2. Mr. Atul Dhawad	AOYPD8411Q	Chief Financial Officer
3. Miss. Muskan Sundardas Bajaj	EVUPB5800G	Company Secretary

e) Change in Director and KMP:

During the financial year, following changes have been occurred;

Name	DIN	Designation	Date of Appointment	Date of Cessation
1. Mr. Rajesh Admane	01504366	Non- Executive Director	-	25/03/2026
2. Mr. Rahul Kartik Shende	11622452	Additional Non- Executive Director	26/03/2026	-

5. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

6. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

7. SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

8. CODE OF CONDUCT:

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company.

All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Subsequent to the closure of the financial year 2025 26 and up to the date of this Report, there have been no material changes or commitments affecting the financial position of the Company.

10. FINANCIAL STATEMENT:

The financial statements of the Company for Financial year 2025-2026 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act) and as stipulated under Regulation

33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited financial statements together with the Independent Auditors Report thereon form part of this Annual Report.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the financial year under review, the Company did not have any subsidiary, associate, or joint venture company within the meaning of the provisions of the Companies Act, 2013. Accordingly, the requirements relating to the preparation and presentation of consolidated financial statements and other applicable disclosures pertaining to subsidiaries, associates, or joint ventures are not applicable to the Company.

12. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2026.

13. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the last year.

14. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees.

The detailed terms of reference of the Committee are available on the website of the Company at https://www.nirmiteerobotics.com/investors /.

A. Audit Committee

The Audit Committee of the Board was constituted in accordance with the provisions of Section 177 of the Companies Act, 2013. During the financial year, consequent upon the resignation of Mr. Rajesh Admane from the Directorship of the Company, he ceased to be the Chairman and Member of the Audit Committee.

Thereafter, the Board of Directors at its meeting held on 25^th March, 2026 appointed Mr. Rahul Kartik Shende as an Additional Non-Executive Director of the Company and, considering the vacancy caused due to the resignation of Mr. Rajesh Admane, reconstituted the Audit Committee with effect from 26^th March, 2026.

The composition of the Audit Committee is as follows:

1. Mr. Rahul Kartik Shende	Chairman
2. Mr. Manish Tarachand Pande	Member
3. Mr. Pradeep Prakash Thadani	Member

All the recommendations made by Audit Committee were accepted by the Board of Directors. Further, during the year, four (4) meetings of the audit committee were held and the details of the same are as follows:

Date of Meeting	Members Attended	% of Attendance
27th May, 2025	3	100%
05th September, 2025	3	100%
14th November, 2025	3	100%
25th March, 2026	3	100%

B. Nomination and Remuneration Committee:

The Nomination and Remuneration committee had duly formed in line with the provisions of Section 178 of the Companies Act 2013. The details of the Committee are available on the website of the Company at https://www.nirmiteerobotics.com/investors /and it comprises of following persons;

1. Mr. Pradeep Prakash Thadani	- Chairman
2. Mr. Kartik Eknath Shende	- Member
3. Mr. Manish Tarachand Pande	- Member

All the recommendations made by Committee were accepted by the Board of Directors.

During the year, four (4) meeting of the Nomination and Remuneration Committee was held and the details of the same are as follows:

Date of Meeting	Members Attended	% of Attendance
27th May, 2025	3	100%
03rd September, 2025	3	100%
20th December, 2025	3	100%
25th March, 2026	3	100%

C. Stakeholder Relationship Committee:

The Stakeholders Relationship Committee has been constituted in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year, consequent upon the resignation of Mr. Rajesh Admane from the Directorship of the Company, he ceased to be the Chairman and Member of the Stakeholders Relationship Committee.

Pursuant to the appointment of Mr. Rahul Kartik Shende as an Additional Non-Executive Director of the Company with effect from 25^th March, 2026, the Board of Directors reconstituted the Stakeholders Relationship Committee with effect from 26^th March, 2026.

The composition of the Stakeholders Relationship Committee is as follows:

1. Mr. Rahul Kartik Shende	- Chairman
2. Mr. Jay Prakash Motghare	- Member
3. Mr. Kartik Eknath Shende	- Member

During the year, four (04) meetings of the Stakeholder Relationship Committee were held and the details of the same are as follows;

Date of Meeting	Members Attended	% of Attendance
07th May, 2025	3	100%
03rds September, 2025	3	100%
15th December, 2025	3	100%
25th March, 2026	3	100%

The details of the Committee are available on the website of the Company at https://www.nirmiteerobotics.com/investors /.

D. Change in committees:

1) During the financial year 2025-2026 under review, there has been a change in the composition of the Audit Committee of the Company.

Mr. Rajesh Admane, who was serving as the Chairman and Member of the Audit Committee, has ceased to hold such position. The Board has subsequently reconstituted the Audit Committee, and Mr. Rahul Shende has been appointed as the Chairman and Member of the Audit Committee with effect from 26^th March, 2026.

The Company confirms that the reconstituted Audit Committee is in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2) During the financial year 2025-2026 under review, there has been a change in the composition of the Stakeholders Relationship Committee of the Company.

Mr. Rajesh Admane, who was serving as the Chairman and Member of the Stakeholders Relationship Committee, has ceased to hold such position. The Board has subsequently reconstituted the Committee, and Mr. Rahul Shende has been appointed as the Chairman and Member of the Stakeholders Relationship Committee with effect from 26^th March, 2026.

The Company confirms that the reconstituted Stakeholders Relationship Committee follows the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, and Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2026. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors.

The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

16. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 for FY 2025-26 is available on Companys website at URL https://www.nirmiteerobotics.com/investors/.

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companys website at https://www.nirmiteerobotics.com/investors/.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during F.Y. 2025-26 with related parties were on an arms length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders approval under Section 188 of the Act.

All the transactions were in compliance with the applicable provisions of the Act. Given that the Company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-II. During F.Y. 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission and reimbursement of expenses, as applicable.

The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy is available on the Companys website URL https://www.nirmiteerobotics.com/investors/.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies

(Accounts) Rules, 2014, do not apply to the Company. Accordingly, these particulars have not been provided. During the year under review, there was no foreign export of goods and services.

20. AUDITORS:

a. Statutory Auditors:

M/s. BPSD & Associates, Chartered Accountants, Nagpur (Firm Registration No. 118251W), have conducted the statutory audit of the Company for the Financial Year ended 31st March, 2026.

The present term of M/s. BPSD & Associates, Chartered Accountants, as Statutory Auditors of the Company concludes at the ensuing Annual General Meeting. Based on the recommendation of the Audit Committee, the Board of Directors has recommended the re-appointment of M/s. BPSD & Associates, Chartered Accountants (FRN: 118251W), as Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 10^th Annual General Meeting until the conclusion of the 15^th Annual General Meeting of the Company, subject to the approval of the members at the ensuing Annual General Meeting.

The Auditors have confirmed their eligibility and furnished a certificate confirming that their reappointment, if made, would be in accordance with the provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

The Statutory Auditors Report for the Financial Year ended 31^st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The notes to the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments from the Board.

b. Secretarial Auditor:

The Secretarial Audit Report for the financial year ended 31^st March, 2026, issued by M/s. Avinash Gandhewar & Associates, Practicing Company Secretaries, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in Form MR-3, is annexed to this Report as Annexure-III for the information and perusal of the Members.

c. Cost Auditor:

The provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and

Audit) Rules, 2014, relating to the maintenance of cost records and the appointment of a Cost Auditor, are not applicable to the Company, as the nature of its business and operations does not fall within the categories of industries or activities specified under the said provisions.

d. Internal Auditor:

The Board has appointed M/s Radheshyam Bhattad & Co (Membership No. 102572) as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls w.e.f. 15^th February, 2024. During the year under review, the Internal Auditor conducted the internal audit of the Companys operations and internal financial controls and submitted the Internal Audit Report to the Board of Directors.

21. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2025-26 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) as Annexure-IV.

22. REMUNERATION POLICY:

The Companys policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company and the same is available on the Companys website URL https://www.nirmiteerobotics.com/investors/

23. REPORTING OF FRAUD BY AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

24. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, the Company has not given any loans, guarantees, or made any investments under Section 186 of the Companies Act, 2013.

During the Financial Year 2025-2026, the Company has not given guarantees to any of its subsidiaries, joint ventures, associates companies and other body corporates and persons.

25. DEPOSITS:

The company has not invited/ accepted any deposits from the members as well as public during the year ended March 31, 2026. There were no unclaimed or unpaid deposits as on March 31, 2026.

26. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y. 2025-26.

27. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 7 (Seven) Board meetings during the financial year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The recommendations of the Committees are placed before the Board for necessary approval and noting.

Further, the Directors state that the applicable secretarial standard i.e. SS-1 relating to ‘Meeting of the Board of Directors has been duly followed by the Company. The dates of the board meeting have been mentioned below:

Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
12/04/2025	5	5	100
27/05/2025	5	5	100
05/09/2025	5	5	100
25/11/2025	5	5	100
05/01/2026	5	5	100
21/01/2026	5	5	100
25/03/2026	5	5	100

28. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on March 31st, 2026 to review the performance of Non-Independent Directors and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

29. GENERAL MEETING:

During the year under review, Annual General Meeting of the Company pertaining to Financial Year 2024-25 was held on 30th September, 2025.

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting, has been duly followed by the Company.

30. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

31. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

32. DIRECTORS RESPONSIBILITY STATEMENT:

Your directors state that:

a) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed with no material departures;

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 as at March 31, 2026 and of the profit and loss of the Company for the year ended on that date;

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 financial statements on a going concern basis;

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

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

33. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

34. SHARES:

i) Issue of shares or other convertible securities:

The Company has not issued any equity shares during the year.

ii) Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

iii) Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review. iv) Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

v) Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The Company does not hold any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

vi) Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

vii) Issue of Warrants:

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

35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

36. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records have not been made and maintained.

37. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

38. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-V forming part of this report.

39. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Start-up Segment of the SME Platform on BSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

40. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Framework under which the risks are identified, assessed, monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis report is annexed in Annexure- IV.

42. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://www.nirmiteerobotics.com/

43. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

During the financial year 2025 2026, there was no change in the registered office of the Company, which remained at C/o M/s Vithoba Healthcare and Research Private Limited, Plot No. D-3/2, MIDC, Hingna Road, Nagpur, Maharashtra, India, 440028.

44. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

During the year under review, no woman employee of the Company became pregnant; hence, no situation arose requiring the applicability of maternity benefits under the provisions of the Maternity Benefit Act, 1961.

45. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

46. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial year under review, there were no one-time settlement of Loans taken from Banks and Financial institutions.

47. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

48. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same has been reported in Annual Return of the company.

49. FRAUD REPORTING:

During the Financial Year 2025-26, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

50. DISCLOSURES:

The Company believes in providing safe and harassment free workplace for every individual working in the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the Company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels.

For the current financial year end, no complaint was received by the company.

ACKNOWLEDGEMENT:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Jay Prakash Motghare	Kartik Eknath Shende
Date: 19/08/2026	Whole Time Director	Non-Executive Director
Place: Nagpur	DIN: 07559929	DIN:02627131