Nisus Finance Services Co Ltd Directors Report

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in nature of the Business of the Company.

SHARE CAPITAL AND CHANGES THEREON:

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

The Paid-up share capital of the Company as on 31^st March, 2026 was ^23,87,81,000/-divided into 2,38,78,100 Equity Shares.

Increase in Authorised Share Capital during the year:

During the year, there has been no change in the authorized capital, which stands at ^25,00,00,000 (Rupees Twenty-Five Crore Only) as on date.

LISTING INFORMATION:

The Equity Shares of the Company are listed with BSE SME Platform and are in dematerialized form. The ISIN of the Company is INE0DQN01013.

The Equity Shares of the Company were listed on the SME Platform of the Bombay Stock Exchange, Mumbai, on 11^th December, 2024. The Company has duly paid the annual listing fees for the Financial Year 2025-2026.

The Equity Shares of the Company are available in dematerialized form under ISIN: INE0DQN01013. To facilitate efficient services to the shareholders and investors, the Company, pursuant to the Board Resolution dated 15^th May, 2024, appointed M/s. Skyline Financial Services Private Limited, having its registered office at D-153A, 1^st Floor, Okhla Industrial Area, Phase-I, New Delhi - 110020, as the Registrar and Transfer Agent (RTA) and Share Transfer Agent (STA) of the Company for providing services to members/investors and for electronic connectivity with NSDL and CDSL.

Further, the post-listing lock-in restrictions applicable to the promoters shareholding were lifted with effect from 16 December 2025, in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

WEBSITE OF THE COMPANY:

TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserves during the financial year under review.

DIVIDEND:

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any funds to the investor education and protection fund pursuant to the provisions of Section 125 of the Act during the financial year under review.

ANNUAL REPORT:

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

During the year under review, the Company had eight subsidiaries, three associates and three step down subsidiaries.

The form AOC-1 is attached as Annexure -1 with this report.

STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company has issued and allotted 56,45,600 equity shares of RS. 10 each fully paid up for cash at a price of ^ 180/- each including premium of ^ 170/-per share each by way of Initial Public Offer ("IPO") aggregating to ^ 10,162.08 Lakhs and got listed on SME Platform of Bombay Stock Exchange Limited on 11^th December, 2024. The details of utilization of IPO Issue Proceeds as on 31^st March 2026 is mentioned below:

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors of the Company comprises of Six (6) Directors with optimum combination of Executive and Non-Executive Directors i.e., three Executive Directors and Three Non-Executive Independent Directors including two-woman Directors out of which one is an Independent Woman Director and each of them are professionals in their respective areas of specialization and have held eminent positions as on 31^st March, 2026. There are no changes in Directors. There are changes in Key Managerial Personnel for the period under review.

Changes in Key Managerial Personnel:

1. Ms. Ruksana Istak Khan (ACS 57960), Company Secretary and Compliance Officer of the Company had resigned w.e.f. 17^th November, 2025.

2. Ms. Bhoomika Rahul Sharma (ACS 24465), was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 11^th February, 2026.

None of the Directors of the Company are disqualified for being appointed as Directors as specified under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

RETIREMENT OF DIRECTOR BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Amit Anil Goenka (DIN: 02778565), Chairman & Managing Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for re-appointment. Brief profile of Director seeking Appointment/Re-appointment is provided in the explanatory statement attached to the Notice of AGM.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

As per the provisions of section 173 of the Companies Act, 2013 and read with rules as applicable, and in pursuant to Secretarial Standards I as prescribed by the Institute of Company Secretaries of India, and SEBI Listing Regulations, the Board of Directors of the Company met 5 (Five) times during the year under review. The details of the meetings of the Board of Directors of the Company held are:

Details of Board Meeting:

The maximum interval between two consecutive meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations.

COMPOSITION OF BOARD COMMITTEES:

The Committees of the board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following are the Statutory Committees under the Act and SEBI Listing Regulations constituted by the board which functions according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee.

1. AUDIT COMMITTEE:

The Audit Committee comprises of 2 non-executive Independent Directors and 1 Executive Director as its Members. The Chairman of the committee is 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 and notes the processes and safeguards employed by each of them. There was change in constitution of Audit Committee with effect from 17^th July 2025.

During the Financial year 2025-26, Five (5) Meetings of audit committee held on 29^th May, 2025, 10^th July 2025, 12^th August, 2025, 12^th November, 2025, and 11^th February, 2026.

Pursuant to the changes approved by the Board, the Audit Committee was reconstituted with effect from 17 July 2025.

Accordingly, the composition of the Audit Committee before and after the reconstitution, along with the attendance of the members at the meetings held during their respective tenure, is as follows:

A. Composition of the Audit Committee up to 16 July 2025

The Audit Committee was reconstituted with effect from 17 July 2025. The composition of the Audit Committee thereafter was as follows:

2. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises two Non-Executive Independent Directors and one Executive Director as its members. The Chairperson of the Committee is a Non-Executive Independent Director.

The Committee was reconstituted with effect from 17 July 2025. During the financial year 2025-26, one (1) meeting of the Stakeholders Relationship Committee was held on 27 March 2026.

Composition of the Committee up to 16 July 2025

• Mr. Sunil Agarwal -Chairman (Non-Executive Independent Director)

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

COST AUDIT AND MAINTENANCE OF 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.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors have not reported any instances of frauds committed against the Company by its officers or employees under sub-section (12) of Section 143 of the Companies Act, 2013, other than those which are reportable to the Central Government.

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. 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 -2 with this report.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, are set out in Note 40 to the standalone financial statements of the Company which forms a part of this annual report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of section 204 of the Companies Act, 2013 the Company is required to undertake the Secretarial Audit. The Company has appointed M/s. M.

Jawadwala & Co., Company Secretaries, as Secretarial Auditor at the Board Meeting held on 11^th February, 2026 for the financial year 2025-26.

The Secretarial Audit Report issued by M/s. M. Jawadwala & Co, Company Secretaries, 2025-2026 does not contains any qualifications or adverse remarks. The Secretarial Auditor has not reported any incident of fraud during the financial year under review. The Secretarial Audit report is annexed to the Director Report in Form MR-3 as Annexure -3.

DEPOSITS:

The Company, during the year, has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

During the year under review, the Company has accepted unsecured loans from its directors. The said loans have been received in compliance with the Companies (Acceptance of Deposits) Rules, 2014. The Directors have furnished the requisite declarations confirming that the funds provided to the Company were out of their own funds and not out of borrowed funds.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year ended 31^st March, 2026, the Company incurred CSR contribution of ^ 38,85,000/-(Rupees Thirty-Eight Lakh and Eighty-Five Thousand Only). The CSR initiatives of the Company were under the area of Promoting Education Activity, Education & Literacy and Health & Family Welfare. Further, the information pursuant to Section 134(3) (O) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - 4 outlining the main initiatives during the year under review. Further, your Company has obtained certificate from Chief Financial Officer as required under Section 135, of the Companies Act, 2013.

RISK MANAGEMENT POLICY:

The Companys Risk Management Policy deals with identification, mitigation and management of risks across the organization. The same has been dealt with the Management Discussion and Analysis as required under Schedule V of the SEBI Listing Regulations which is provided separately in the Annual Report.

CODE FOR PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 2015. The trading window is closed during the time of declaration of results and occurrence of any material events as per the Code.

REMUNERATION POLICY:

PARTICULARS OF EMPLOYEE:

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- 5 & 6 and forms part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

a) Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors 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 at the end of the financial year and of the profit and 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 this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts had been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and 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.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the company has 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.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has in place a familiarization program for its Independent Directors. The objective of the program is to familiarize Independent Directors on the Board with the business of the Company, industry in which the Company operates, business model, challenges etc. through various programs which largely revolves around interaction with subject matter experts within the Company and meetings with our business leads and functional heads on a regular basis.

COMPLIANCE WITH THE SECRETARIAL STANDARDS:

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.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required in terms of the Listing Regulations is attached as a separate document along with the annual report.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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, are as follows:

a) Conservation of energy-

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

b) Technology absorption-

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(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;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

c) Foreign exchange earnings and outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign

Exchange outgo during the year in terms of actual outflows are as follows:

CREDIT RATING:

During the Financial Year under review, CARE Ratings Limited assigned an Issuer Rating of CARE BBB+ with Stable Outlook to Nisus Finance Services Co Limited, reflecting the Companys strong financial performance, healthy profitability, prudent leverage and stable financial position.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a policy on Prevention of Sexual Harassment at Workplace, which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Company has constituted Internal Complaint Committee (ICC) under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the complaints related to sexual harassment.

The ICC includes Mrs. Mridula Goenka as Presiding Officer, Ms. Supriya Gupta, Mr. Sunil Maheshwari, and Mr. Avadhoot

Sarwate as members, and Ms. Sheetal Chaurasiya as a External member. The Company regularly conducts awareness programmes for its employees. The objective of this policy is to provide an effective complaint redressal mechanism if there is an occurrence of sexual harassment. This policy is applicable to all employees, irrespective of their level.

The details of complaints under the said Act during the financial year are as follows:

(a) Number of complaints of sexual harassment received during the year: Nil

(b) Number of complaints disposed of during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

During the year under review, the Committee has received no complaints.

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals which impact the going concern status and companys operations.

MATERIAL CHANGES DURING THE YEAR:

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform that as on the date of balance sheet , Nisus Finance Projects LLP ("LLP") a subsidiary of Nisus Finance Services Co Limited ("NiFCO") holds ~54% Equity stake of New Consolidated Construction Company Limited ("NCCCL" or "Target Company").

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFTER BALANCE SHEET DATE:

There have been no material changes that could significantly affect the companys performance.

EMPLOYEES STOCK OPTION PLAN:

During the year under review, the shareholders of the Company approved the Nisus ESOP Scheme 2025 and the issuance of

up to 7,16,343 Equity Shares of face value ^10/-Equity Shares under the Scheme pursuant to the shareholders resolution passed at the General Meeting held on 25^th August, 2025

Subsequently, the Company received the in-principle approval from BSE Limited on 17 November 2025 for the listing of the Equity Shares proposed to be allotted under the Scheme.

Pursuant to the implementation of the Scheme, the Company extended financial assistance to the Nisus ESOP Trust for the acquisition of Equity Shares of the Company. Accordingly, as on 31 March 2026, the Trust had acquired 20,800 Equity Shares and 1,52,400 Equity Shares in one or more tranches on 27^th and 30^th March, 2026 respectively. 152,400 Equity Shares acquired on 30^th March, 2026 were credited to the Trusts demat account after 31 March 2026 on account of intervening non-trading days, although the acquisition transaction had been completed prior to the year-end.

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.

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.

ACKNOWLEDGEMENT:

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.