NIS Management Ltd Directors Report

To

The Members

The Directors have pleasure in presenting the 20^th Annual Report of NIS Management Limited ("the Company") together with the Audited Standalone and Consolidated Financial Statements and the Auditors Reports thereon for the financial year ended 31^st March, 2026.

The Company successfully completed its Initial Public Offering and its Equity Shares were listed and admitted to trading on the BSE SME Platform of BSE Limited with effect from 2^nd September, 2025. The listing represents an important milestone in the growth and development of the Company and provides greater visibility, enhanced credibility and access to a wider investor base.

The Board remains committed to sustainable growth, operational excellence, prudent financial management, sound corporate governance and creation of long-term value for all stakeholders.

Financial Summary or Highlights

The financial performance of the Company for the financial year ended 31^st March, 2026, as compared with the previous financial year, is summarized below:

	Standalone		Consolidated
Particulars	F.Y. 2025-26 (Rs.)	F.Y. 2024-25 (Rs.)	F.Y. 2025-26 (Rs.)	F.Y. 2024-25 (Rs.)
Revenue from Operations	4,11,44,28,801	3,73,93,07,475	4,33,40,06,091	4,02,17,43,553
Other Income	2,33,94,820	2,13,57,871	3,29,62,815	3,15,45,115
Total Income	4,13,78,23,621	3,76,06,65,346	4,36,69,68,906	4,05,32,88,668
Less: Total Expenses except depreciation and tax	3,87,86,65,364	3,52,79,67,774	4,03,16,46,444	3754404382
Profit / (Loss) before Finance Cost, Depreciation and Tax	25,91,58,256	23,26,97,573	33,53,22,462	29,88,84,286
Less: Finance Cost	7,81,19,649	7,09,16,256	9,39,10,700	8,78,49,260
Depreciation	1,01,68,853	92,47,301	2,51,81,967	2,30,22,266
Less: Exceptional Items	27,82,00,541	-	27,82,00,541	-
Profit / (Loss) before tax	(10,73,30,788)	15,25,34,016	(6,19,70,746)	18,80,12,760
Less: Tax Expenses	(5,64,07,311)	240,306	(4,35,36,257)	12,48,864
Less: Minority Interest	-	-	100,576	95,970
Profit after tax	(5,09,23,477)	15,22,93,710	(1,85,35,066)	18,66,67,926

State of the Companys Affairs

During the financial year ended 31st March, 2026, the Company continued to strengthen its presence in the security and facility management services sector and focused on expanding its customer base, improving operational efficiencies and strengthening its service capabilities.

The Company recorded standalone total income of Rs.413.78 crore during FY 2025-26 as compared to Rs.376.07 crore in FY 2024-25, representing an increase of approximately 10.03%.

The Company recorded Profit before Finance Cost, Depreciation and Tax of Rs.25.92 crore during FY 2025-26 as against Rs.23.27 crore in the previous financial year.

On a consolidated basis, the Group recorded total income of Rs.436.70 crore during FY 2025-26 as compared to Rs.405.33 crore during FY 2024-25.

During the financial year 2025-26, the Company reported a standalone Loss Before Tax of Rs.(10.73) crores, as compared to a Profit Before Tax of Rs.15.25 crores in the previous financial year. The standalone Loss) After Tax stood at Rs.(5.09) crores, as compared to a Profit After Tax of Rs.15.23 crores in the financial year 2024-25.

On a consolidated basis, the Company reported a Loss Before Tax of Rs.(6.20) crores during the financial year 2025-26, as compared to a Profit Before Tax of Rs.18.80 crores in the previous financial year. The consolidated Loss After Tax (PAT) stood at Rs.(1.85) crores, as compared to a Profit After Tax of Rs.18.67 crores in the financial year 2024-25.

The Basic and Diluted Earnings Per Share (EPS) for the financial year 2025-26 stood at Rs.(2.85) per share on a standalone basis and Rs.(1.04) per share on a consolidated basis, as compared to Rs.10.10 per share and Rs.12.38 per share, respectively, in the previous financial year.

The financial performance of the Company during the year was impacted by exceptional items, finance costs and taxation. The Directors are taking appropriate measures to strengthen profitability, improve operational efficiency, optimize costs and support sustainable growth.

The Company continues to focus on its core business verticals, including security services, facility management services, allied services and technology-enabled solutions, while exploring opportunities for further geographical and service-line expansion.

Share Capital and Changes thereon

The Authorised Share Capital of the Company as on 31st March, 2026 was INR 25,00,00,000/- divided into 2,50,00,000 Equity shares.

The Paid-up share capital of the Company as on 31st March, 2026 was INR 19,80,00,940/- divided into 1,98,00,094 Equity Shares.

Increase in Authorised Share Capital

During the year under review there was no increase in authorized share capital of the Company

Increase in Paid Up Share Capital

During the year under review, the paid-up share capital of the Company increased pursuant to the fresh issue of 46,62,000 Equity Shares of face value of Rs.10/- each in connection with the Initial Public Offering.

The issue was made in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time.

Listing of Equity Shares on BSE SME Platform

The Company successfully completed its Initial Public Offering during the financial year and its Equity Shares were listed on the BSE SME Platform with effect from 2nd September, 2025.

The listing marks a significant milestone in the Companys growth journey. It is expected to enhance the Companys visibility among customers, business partners, financial institutions and other stakeholders, while providing access to a broader investor base.

The Company continues to comply with the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and the applicable rules, regulations, circulars and directions issued by the statutory and regulatory authorities.

The ISIN of the Company is INE0M3X01010.

Transfer to Reserves

In view of the loss incurred by the Company during the financial year ended 31st March, 2026, no amount is proposed to be transferred to the General Reserve.

The loss for the financial year shall be dealt with in accordance with the applicable provisions of the Companies Act, 2013 and the accounting policies of the Company.

Dividend

With a view to conserving resources for the Companys future growth, expansion plans, working capital requirements and strengthening of its financial position, the Board of Directors has decided not to recommend any dividend for the financial year ended 31st March, 2026.

Change in the nature of business

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

The listing of the Companys Equity Shares on the BSE SME Platform during the year represents a capital-market milestone and does not constitute a change in the nature of the Companys principal business activities.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF.

Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs www.iepf.gov.in. Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

During the year, no amount of unclaimed dividend has been transferred to IEPF.

Deposits

During the year under review, the Company has not invited or accepted any deposits other than exempted deposits as prescribed under the provisions of the Companies Act, 2013 and the rules framed thereunder, as amended from time to time. Accordingly, there are no particulars to report in respect of deposits falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

Subsidiaries, Associates and Joint Venture Companies

The company has the following subsidiary companies namely:

Sl. No. Company Name	CIN	Incorporation Date	% of shares held
1 NIS Facility Management Services Private Limited,	U74910WB2007PTC114891	30.03.2007	100.00
2 NIS Ace Management Private Limited	U93000WB2013PTC196531	16.08.2013	99.86
3 Keertika Academy Pvt. Ltd.	U74110WB2007PTC118765	18.09.2007	99.86
4 Achilles Resolute Private Limited	U74999WB2017PTC221206	26.05.2017	51%

In accordance with Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the company has been prepared. Further, the report on the performance and financial position of the subsidiary in the prescribed form AOC-1 is annexed as "Annexure- A" to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company and separate audited financial statements in respect of its subsidiaries, are available on the Companys website at https://nis.co.in/InvestorsRs.New/ investors.aspx.

Your Companys policy on material subsidiary is also available on the website at https://nis.co.in/InvestorsRs.New/investors. aspx.

Particulars of Loans, Guarantees or Investments under section 186

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

Consolidated Financial Statements

In accordance with the provisions of the Act, Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations" through this report) and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2025-26, together with the Auditors Report form part of this Annual Report.

Auditors

The members at the 19th Annual General Meeting of the Company held on 31st day of July, 2025 have appointed M/s. KGRS & Co., Chartered Accountants, (FRN: 310014E) as the Statutory Auditor of the Company for a period of 5 years to hold office till the conclusion of the 24th Annual General Meeting.

Auditors Report

The Auditors Report read together with the Notes on Accounts are self-explanatory and therefore do not call for any further explanation and comments.

Qualification, Reservation Or Adverse Remark In The Auditors Reports

There were no qualifications, reservations or adverse remarks made by the Auditors in their Report to the Financial Statements of your Company for the financial year ended March 31, 2026.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. HM & Associates, Practicing Company Secretaries, having its office in Ahmedabad, Gujarat to undertake the Secretarial Audit of the Company.

Secretarial Audit Report & Observations

The Secretarial Audit Report of Secretarial Auditor is annexed herewith as "Annexure- E".

The Secretarial Auditors Report contains qualification reservation as mentioned below. a) During the period under review, it was observed that certain disclosures required to be included in the Boards Report under the applicable provisions of the Companies Act, 2013 were not included. Management Comment: The Company acknowledges the observation of the Secretarial Auditor. Certain disclosures required under the applicable provisions of the Companies Act, 2013 were inadvertently omitted from the Boards Report during the period under review. The Company has taken note of the observation and has initiated necessary measures to strengthen its internal review and compliance processes to ensure that all applicable disclosures are duly incorporated in the Boards Report going forward. b) Form MGT-14 in respect of the Board Resolutions approving the audited financial statements for the financial year 2024-25 and appointment of the Internal Auditor for financial year 2024-25 have been filed around the date of signing of this report.

Management Comment: The Company acknowledges the observation of the Secretarial Auditor. The delay in filing Form MGT-14 in respect of the Board Resolutions approving the audited financial statements for the financial year 2024–25 and the appointment of the Internal Auditor for the financial year 2024–25 was inadvertent. The requisite forms have since been duly filed with the Registrar of Companies. The Company has taken note of the observation and is strengthening its compliance monitoring mechanisms to ensure timely filing of all statutory forms and returns in the future.

Fraud Reporting

During the year under review, no fraud has been reported by auditors under sub- section (12) of section 143 of the Companies Act, 2013.

Internal Financial Control System and Their Adequacy

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. The organisation is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function reports to the Audit Committee. Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors. The policies to ensure uniform accounting treatment are prescribed to the subsidiary of your Company. The accounts of the subsidiary companies are audited and certified by their respective Auditors for consolidation.

The Company follows a robust Internal Audit process and audits are conducted on a regular basis, throughout the year. Poddar & Poddar, Chartered Accountants was appointed as Internal Auditors for conducting the Internal Audit for the financial year 2025-26 of key functions and assessment of Internal Financial Controls etc. The audit is based on an internal audit plan and approved by the Audit Committee.

Cost Auditors and Cost Records

Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company. Therefore, the Company is not required to maintain cost records under the provisions of Section 148(1) of the Companies Act, 2013.

Board of Directors

There was no change in the composition of the Board of Directors of the Company during the financial year under review.

The composition of the Board of Directors of the Company as on 31.03.2026 are as follows:

Sr. No. Name	Designation
1 Debajit Choudhury	Managing Director
2 Rina Choudhury	Whole-time director
3 Nilima Neogi	Executive Director
4 Kamalesh Mukherjee	Non-Executive Director
5 Ajay Kasana	Independent Director
6 Tapas Nag Kumar	Independent Director

The Board comprises Executive, Non-Executive and Independent Directors in accordance with the applicable provisions of the Companies Act, 2013 and the Companys Articles of Association.

Based on the declarations and disclosures received by the Company, none of the Directors of the Company is disqualified from being appointed or continuing as a Director under Section 164 of the Companies Act, 2013.

The Board continues to provide strategic direction and oversight to the management and remains committed to maintaining high standards of integrity, accountability and governance.

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during the financial year under review, except as may have been specifically disclosed elsewhere in this Annual Report.

The composition of the Key Managerial Personnel of the Company as on 31.03.2026 are as follows:

Sr. No. Name	Designation
1 Kanad Mukherjee	CFO
2 Ramyani Chatterjee	Company Secretary

The Company has complied with the applicable provisions of the Companies Act, 2013 relating to appointment and remuneration of Key Managerial Personnel.

Retirement by Rotation

Pursuant to Section 152 of the Act and in terms of the Articles of Association of the Company, Mrs. Nilima Neogi (DIN: 8165984), Executive Director of the Company will retire by rotation at the 20th Annual General Meeting. Mrs. Nilima Neogi (DIN: 8165984), Executive Director being eligible, offers herself for re-appointment as the Director of the Company. The Board of Directors has recommended the reappointment of Mrs. Nilima Neogi (DIN: 8165984), Executive Director. A resolution seeking shareholders approval for the re-appointment forms part of the Notice.

Meetings of the Board of Directors

The Board of Directors of the Company met eight (8) times during the financial year 2025-26. The details are as follows:

Sr.No. Date of Board Meeting	Directors Present
1. 02.05.2025	1. Mr. Debajit Choudhury
	2. Mr. Kamalesh Mukherjee
	3. Mr. Ajay Kasana
	4. Mr. Tapas Kumar Nag
2. 23.05.2025	1. Mr. Debajit Choudhury
	2. Mrs. Rina Choudhury
	3. Mrs. Nilima Neogi
	4. Mr. Kamalesh Mukherjee
	5. Mr. Ajay Kasana
	6. Mr. Tapas Kumar Nag
3. 21.07.2025	1. Mr. Debajit Choudhury
	2. Mrs. Rina Choudhury
	3. Mrs. Nilima Neogi
	4. Mr. Kamalesh Mukherjee
	5. Mr. Ajay Kasana
	6. Mr. Tapas Kumar Nag
4. 28.07.2025	1. Mr. Debajit Choudhury
	2. Mrs. Rina Choudhury
	3. Mrs. Nilima Neogi
	4. Mr. Kamalesh Mukherjee
	5. Mr. Ajay Kasana
	6. Mr. Tapas Kumar Nag
5. 18.08.2025	1. Mr. Debajit Choudhury
	2. Mrs. Rina Choudhury
	3. Mrs. Nilima Neogi
	4. Mr. Kamalesh Mukherjee
	5. Mr. Ajay Kasana
	6. Mr. Tapas Kumar Nag
6. 22.08.2025	1. Mr. Debajit Choudhury
	2. Mrs. Rina Choudhury
	3. Mrs. Nilima Neogi
	4. Mr. Kamalesh Mukherjee
	5. Mr. Ajay Kasana
	6. Mr. Tapas Kumar Nag
7. 13.11.2025	1. Mr. Debajit Choudhury
	2. Mrs. Rina Choudhury
	3. Mrs. Nilima Neogi
	4. Mr. Kamalesh Mukherjee
	5. Mr. Ajay Kasana
	6. Mr. Tapas Kumar Nag
8. 12.02.2026	1. Mr. Debajit Choudhury
	2. Mrs. Rina Choudhury
	3. Mrs. Nilima Neogi
	4. Mr. Kamalesh Mukherjee
	5. Mr. Tapas Kumar Nag

Directors Responsibility Statement

In terms of section 134(3) (c) of the Companies Act, 2013, your Directors state that: a) in the preparation of the annual accounts for the year ended 31st March, 2026 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) the accounting policies adopted in the preparation of the annual accounts have been applied consistently and judgments and estimates have been made 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 2025-26 and of the profit and loss of the Company for the year ended 31st March, 2026; c) proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts for the year ended 31st March, 2026 have been prepared on a going concern basis; and 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. f) systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the evaluation of chairperson and the non-independent Directors were carried out by the independent Directors.

Changes in Board of Directors & Key Managerial Personnel

There were no changes in the composition of the Board of Directors and Key Managerial Personnel (KMP) of the Company during the financial year 2025-26.

Policy on directors appointment and remuneration:

The broad terms of reference of the Nomination and Remuneration Committee ("NRC") of the Company are as under:

• To identify suitable persons and recommend them as suitable candidates to fill up vacancies on the Board or augment the Board and Senior Management.

• To lay down criteria for the evaluation of the Board, including Independent Directors, and carrying out evaluation of every Directors performance.

• To formulate criteria for determining qualifications, positive attributes and independence of a Director and recommending to the Board, appointment, remuneration and removal of Directors and Senior Management.

• Ensuring that the remuneration paid to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay, reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals.

• Devising a policy on Board diversity.

• To do such acts as specifically prescribed by the Board.

• To carry out such other activities as may be prescribed under the Companies Act, 2013, read with the Rules and regulations as may be specified by the regulator from time to time, including any modification or amendment thereto.

The Company has adopted a Nomination and Remuneration Policy as recommended by the "NRC" and the objective of the Nomination and Remuneration Policy is to ensure rationale and objectivity in the appointment and remuneration of the Directors, Senior Management Personnel and employees of the Company. The Policy also provides for bringing in a pragmatic methodology in screening of candidates who may be recommended for the position of Directors and to establish effective evaluation criteria to evaluate the performance of every Director.

The Policy also serves as a guiding principle to ensure good Corporate Governance as well as to provide sustainability to the Board of Directors of the Company. The remuneration paid to the Directors of the Company is in accordance with the provisions of the Companies Act, 2013 and the

Remuneration Policy adopted by the Company.

The Nomination and Remuneration Policy is available on the website of the Company at https://nis.co.in/InvestorsRs.New/ investors.aspx#cat-1

Declaration by Independent Directors:

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the rules made thereunder. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to impair or impact their ability to discharge their duties with an objective and independent judgment.

The Independent Directors are familiarized with their roles, rights and responsibilities as Directors and with the nature of the Companys business and industry. Such familiarization is undertaken through induction programmes, presentations and periodic updates on the Companys business, strategy, operations, regulatory developments and industry environment.

Code of Conduct of Independent Directors

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website https://nis.co.in/InvestorsRs.New/investors. aspx#cat-1

Committees of the Board

The Board has constituted the following Committees for assisting it in discharging its responsibilities:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders Relationship Committee.

The Committees operate in accordance with their respective terms of reference and assist the Board in overseeing matters within their respective areas of responsibility.

Matters of policy and other relevant and significant information are furnished regularly to the Board.

Audit Committee

The Audit Committee comprises of 2 non-executive Independent Directors and 1 Non-Executive Director as its Members. The Chairman of the committee is an Independent Director.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor, the internal auditor and notes the processes and safeguards employed by each of them.

During the Financial year 2025-26, Six (6) meeting of audit committee held on 02.05.2025, 23.05.2025, 21.07.2025, 28.07.2025, 13.11.2025 and 12.02.2026.

The Composition of Audit Committee and the details of meetings attended by members during the year are given below:

Name of the Director	Designation in the Committee	Nature of Directorship	No. of Audit Committee Meetings Held & Entitled to Attend	No. of Audit Committee Meetings Attended
Mr. Tapas Kumar Nag	Chairman	Non-Executive Independent Director	6	6
Mr. Ajay Kasana	Member	Non-Executive Independent Director	6	5
Mr. Kamalesh Mukherjee	Member	Non-Executive Director	6	6

All the recommendations made by the Audit Committee during the year were accepted and implemented by the Board of Directors.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee comprises of Independent Directors and non-executive Director as its members. The Chairman of the Committee is an Independent Director.

There was no meeting of the Nomination & Remuneration Committee held during the financial year 2025-26. The Composition of Nomination and Remuneration Committee are given below:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Ajay Kasana	Chairman	Non-Executive Independent Director
Mr. Tapas Kumar Nag	Member	Non-Executive Independent Director
Mr. Kamalesh Mukherjee	Member	Non-Executive Director

The Nomination and remuneration policy available on the website of the company at https://nis.co.in/InvestorsRs.New/ investors.aspx#cat-1

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Independent Directors and non-executive Director as its members.

The Chairman of the Committee is a Non- Executive Director.

There was no meeting of the Stakeholders Relationship Committee held during the financial year 2025-26. The Composition of Stakeholders Relationship Committee are given below:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Kamalesh Mukherjee	Chairman	Non-Executive Director
Mr. Ajay Kasana	Member	Non-Executive Independent Director
Mr. Tapas Kumar Nag	Member	Non-Executive Independent Director

Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as "Annexure-G" and is incorporated herein by reference and forms an integral part of this report.

Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil b. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil c. Number of shareholders to whom share were transferred from suspense account during the year: Nil d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil e. Voting rights on shares which remain frozen till the rightful owner of such shares claims the shares: Nil

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure IV and forms part of this Report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in "Annexure-F" and forms part of this Report.

Employee Stock Option Plans

The Company has not provided stock options to any employee.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI) and each system are adequate & operate effectively.

Related Party Transactions

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year. Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as "Annexure – B" with this report.

Corporate Social Responsibility

In terms of Section 135 (1) of the Companies Act, 2013 every Company having Net worth of Rs. 500 Crore or more, or Turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any financial year has to spend atleast 2% of their average net profits made during the three previous financial years towards the Corporate Social Responsibility in the current financial year and shall constitute a Corporate Social Responsibility (CSR) Committee of the Board consisting of three or more Directors. However as per General Circular No. 14/2021 where the amount required to be spent by a company on CSR does not exceed fifty lakh rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee, in such cases, shall be discharged by the Board of Directors of the company.

The Company has formulated and recommended to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company https://nis.co.in/ InvestorsRs.New/investors.aspx#cat-1 The details of the CSR expenditure is enclosed herewith in Annexure- B.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

(A) Conservation of energy–

(i) the steps taken or impact on conservation of energy: Considering the nature of the Companys business, which is primarily engaged in the provision of security services, facility management and allied services, the Companys operations are not energy intensive. (ii) the steps taken by the company for utilising alternate sources of energy: However, the Company continues to encourage efficient utilisation of energy and other resources across its offices and operational locations. Appropriate measures are undertaken, wherever feasible, to promote energy conservation and minimise wastage (iii) the capital investment on energy conservation equipments: N.A.

(B) Technology absorption-

(i) the efforts made towards technology absorption: The Company continues to focus on the adoption and effective utilisation of technology to enhance operational efficiency, service delivery and business processes.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: During the year, the Company has undertaken initiatives towards digitalisation and automation of various operational and administrative processes. The Company continues to explore and adopt appropriate technologies, including digital platforms and technology-enabled solutions, to improve productivity, strengthen monitoring systems and enhance customer service.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-(a) the details of technology imported: N.A.

(b) the year of import: N.A.

(c) whether the technology been fully absorbed: N.A. (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A. and (iv) the expenditure incurred on Research and Development: N.A.

Insurance

The properties/assets of the Company are adequately insured.

Significant and material orders passed by the Regulators, Courts and Tribunals No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companys future operations.

Application under Insolvency and Bankruptcy Code

No application was made or any proceedings pending against the Company, under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as at the end of the financial year under review.

Difference in Valuation

No one-time settlement with Bank. Hence disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 does not apply.

Maternity Benefits Compliance

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. The summary of maternity benefit-related records for the financial year is as follows:

Particulars	Nos.
Number of women employees working	13
Number of women employees eligible for Maternity	13
Benefit
Number of women employees who availed Maternity	2
Benefit

Material Changes and Commitments, if any, after balance sheet date

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

SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. However, the Company has not received any complaint on the SCORES during financial year 2025-26.

Investor Grievances Redressal Status

During the Financial Year 2025-26, the Company did not receive any complaints/queries from shareholders. Company Secretary acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query to https://nis.co.in/ As on March 31, 2026, there were no pending complaints.

Annual Return

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at https://nis.co.in/Investors .

Vigil mechanism:

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at The functioning of the Whistle Blower mechanism is reviewed by the Audit Committee on regular basis. The employees of the Company are made aware of the said policy at the time of joining the Company.

Corporate Governance Report

The Equity Shares of the Company are listed on the SME Platform of BSE Limited.

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance requirements specified under Regulations 17 to 27, the specified clauses of Regulation 46(2) and the relevant provisions of Schedule V are not applicable to a listed entity whose specified securities are listed on the SME Exchange, subject to the applicable regulatory framework.

Accordingly, a separate Corporate Governance Report is not applicable to the Company for the financial year under review.

Notwithstanding the above exemption, the Company remains committed to maintaining appropriate standards of transparency, accountability and good corporate governance.

Code of Conduct and Prevention of Insider Training

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of Unpublished Price Sensitive Information and trading in security by insiders.

Industrial Relations

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

Compliance with the Secretarial Standard

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

Listing Compliances

The Company has complied with the applicable requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable requirements of BSE Limited relating to companies listed on the SME Platform, subject to disclosures and qualifications, if any, contained elsewhere in this Annual Report.

The Company has also complied with the applicable requirements relating to periodic disclosures, investor grievance redressal, shareholding disclosures and other statutory filings.

Disclosure relating to Differential Rights

The Company has not issued any Equity Shares with differential rights as to dividend, voting or otherwise during the financial year under review.

Accordingly, the provisions relating to disclosure of issue of shares with differential rights are not applicable.

Risk Management

The Company operates in a manpower-intensive and competitive industry and is exposed to various operational, financial, regulatory, technological and business risks.

The Company has adopted a structured approach towards identification, assessment, monitoring and mitigation of key business risks.

The principal areas of risk include changes in regulatory requirements, labour and wage-related costs, availability and retention of manpower, customer concentration, competitive pricing pressures, operational risks, technology-related risks, credit and liquidity risks and changes in the overall economic environment.

The Company periodically reviews identified risks and mitigation measures and seeks to ensure that appropriate controls are in place.

The Company has also adopted and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. The Risk Management Policy has been uploaded on the website of the Company at https://nis.co.in/Investor. Based on the assessment undertaken by the Management and the Board, no risk has been identified which, in the opinion of the Board, may threaten the existence of the Company.

The Company does not fall under the ambit of top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

Prevention of Sexual Harassment

In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company has constituted a Prevention of Sexual Harassment Committee. All employees of the company were made aware of the Policy and the manner in which complaints could be lodged. During the year, the committee organized few awareness programmes for the benefit of the employees of the Company. There was 1 (one) complaint reported during the year and the same have been solved. The Annual Report of the Internal Complaints Committee is enclosed as herewith as "Annexure- D".

Other Regulatory Requirement

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

Details of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

Website of the Company

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company is maintaining a functional website namely https:// nis.co.in/ containing basic information about the Company. The website of the Company is also containing information like Policies, Financial Results, Annual Reports and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

Acknowledgment

The Directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the Company by its shareholders, customers, bankers, financial institutions, government authorities, regulatory bodies, business associates, suppliers and other stakeholders.

The Directors also place on record their appreciation for the contribution and commitment of the executives, employees, officers and workers of the Company and its subsidiaries. Their dedication and efforts have contributed significantly to the Companys performance and progress during the year.

The Directors look forward to their continued support in the years ahead. For and on behalf of the Board of Directors of NIS Management Limited

	Sd/-	Sd/-
	Debajit Choudhury	Rina Choudhury
	Managing Director	Whole Time Director
	DIN: 00932489	DIN: 00881320
Registered Office:
1st Floor, Fl-1A(W)
489 Madurdaha, Kalikapur
Kolkata- 700 107
Dated: 2nd September, 2026