NMS Global Ltd Directors Report

To,
The Members of NMS Global Limited

Your Directors are pleased to present the Boards Report on the business and operations of NMS Global Limited ("the Company") together with the audited standalone and consolidated financial statements for the financial year ended 31 March 2026.

1. COMPANY OVERVIEW

NMS Global Limited is a public listed company engaged across consultancy, skill development, infrastructure and payroll-related services. Its business activities have also included trading and consultancy services in contractual fields such as civil construction, pre-engineered buildings, skill development, financial consultancy, engineering services, publication, manpower hiring and advertising. The Companys stated strategy is to build a diversified services platform around infrastructure, skilling, consulting and emerging business opportunities.

During FY 2025-26, the Company continued to operate through a diversified business model, while strengthening the base for participation in infrastructure-linked, skill-development, human-resource and consultancy opportunities. The Company also continues to evaluate opportunities connected with EV charging, battery swapping and related infrastructure, subject to commercial viability, funding and execution capability.

2. FINANCIAL PERFORMANCE

The following table presents the key financial highlights based on the audited FY 2025-26 results filed with the stock exchanges. Amounts are in ? crore.

Particulars	Consolidated FY 2025-26	Consolidated FY 2024-25	Standalone FY 2025-26	Standalone FY 2024-25
Revenue from operations	11.21	6.67	42.72	13.66
Profit after tax	0.17	0.16	0.72	0.41
Paid-up equity share capital	3.01	3.01	3.01	3.01
EPS (?)	0.57	0.54	2.39	1.36

The Company recorded a substantial improvement in consolidated operating scale during FY 2025-26, with consolidated revenue increasing from approximately ?13.66 crore to ?42.72 crore. Standalone revenue increased from approximately ?6.67 crore to ?11.21 crore. Profitability also improved, with consolidated profit after tax increasing from approximately ?0.41 crore to ?0.72 crore and standalone profit after tax increasing from approximately ?0.16 crore to ?0.17 crore.

The Board remains focused on converting the increase in business activity into sustainable margins, disciplined working-capital management and stronger cash generation.

2. FINANCIAL PERFORMANCE

The following table presents the key financial highlights based on the audited FY 2025-26 results filed with the stock exchanges. Amounts are in ? crore.

Particulars	Consolidated FY 2025-26	Consolidated FY 2024-25	Standalone FY 2025-26	Standalone FY 2024-25
Revenue from operations	11.21	6.67	42.72	13.66
Profit after tax	0.17	0.16	0.72	0.41
Paid-up equity share capital	3.01	3.01	3.01	3.01
EPS (?)	0.57	0.54	2.39	1.36

The Company recorded a substantial improvement in consolidated operating scale during FY 2025-26, with consolidated revenue increasing from approximately ?13.66 crore to ?42.72 crore. Standalone revenue increased from approximately ?6.67 crore to ?11.21 crore. Profitability also improved, with consolidated profit after tax increasing from approximately ?0.41 crore to ?0.72 crore and standalone profit after tax increasing from approximately ?0.16 crore to ?0.17 crore.

The Board remains focused on converting the increase in business activity into sustainable margins, disciplined working-capital management and stronger cash generation.

3. REVIEW OF OPERATIONS

The year under review was characterised by a stronger consolidated revenue base and continued diversification of the Companys business activities. Managements priorities remain centred on disciplined project selection, timely execution, strengthening client relationships, improving receivable cycles and developing scalable business lines.

- Infrastructure and contracting opportunities: focus on civil construction, pre-engineered structures and allied infrastructure services.

- Skill development and employment services: continued emphasis on technology-enabled and market-aligned skilling and placement-oriented solutions.

- Consultancy and professional services: financial, engineering, management and project-related advisory opportunities.

- Emerging infrastructure: evaluation of EV charging, battery-swapping and related infrastructure opportunities, consistent with the Companys earlier stated strategic direction.

- Human-resource and payroll services: leveraging the Companys experience in manpower deployment and support services.

- Logistics: the Company may evaluate logistics and allied supply-chain services as an additional business avenue, subject to Board approval, regulatory requirements and commercial feasibility.

4. DIVIDEND

In view of the Companys growth requirements, cash flow priorities and the need to conserve resources for ongoing and planned business activities, the Board does not recommend any dividend for FY 2025-26. The Board will review the dividend position periodically in accordance with the Companys profitability, cash flows, capital requirements and applicable policy.

5. TRANSFER TO RESERVES

The Board does not propose any specific transfer to reserves for the financial year ended 31 March 2026, other than such transfers as may be required under applicable accounting and statutory provisions.

6. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, except that subsequent to the close of the financial year, the Authorised Share Capital of the Company has been increased from ?3,00,00,000/- (Rupees Three Crore Fifty-Six Thousand only) to ?15,00,00,000/- (Rupees Fifteen Crore only), pursuant to the necessary approvals and filings with the Registrar of Companies.

The said increase in Authorised Share Capital was effected after the end of the financial year and, accordingly, has not been considered in the financial statements for the year ended 31 March 2026.

7. CHANGE IN NATURE OF BUSINESS

There was no fundamental change in the nature of the Companys principal business during FY 2025-26. The Company continued to operate through its diversified consultancy, infrastructure, skill-development, manpower-payroll and allied service activities.

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has historically operated through a group of subsidiaries engaged in specialised business areas.

Entity	Nature	Holding %	Principal activity	Material subsidiaryRs
NMS ENTERPRISES LIMITED	Wholly owned	100	CONSTRUCTION, MANPOWER, SKILLING, CONSULTANCY & TRADING	YES
M S CORRIDOR MANAGEMENT PRIVATE LIMITED	Wholly owned	100	CONSTRUCTION & TRADING	YES
IDM ENTERPRISES PRIVATE LIMITED	Wholly owned	100	CONSULTANCY	YES
MSC-BVI CONSULTING PRIVATE LIMITED	Wholly owned	100	CONSULTANCY	NO
GEET IT SKILLS PRIVATE LIMITED	Wholly owned	100	SKILLING & CONSULTANCY	YES
EBONY & IVORY ADVERTISING INDIA PRIVATE LIMITED	Wholly owned	100	ADVERTISING & EVENT MANAGEMENT	NO
CREDIBLE MANAGEMENT SOLUTIONS PRIVATE LIMITED	Wholly owned	100	SKILLING & CONSULTANCY	YES
KUBERAKSHI ADVISORY SERVICES PRIVATE LIMITED	Wholly owned	100	CONSULTANCY	YES

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

No	DIN/PAN	Name	Designation
1	05215778	DALIPANJALI GUPTA	Managing Director
2	09686762	RAJNISH CHANDER	Non-Executive Director
3	81909984	LUVILAL NARAYAN	Independent Director
4	01420575	MEENAKSHI GUPTA	Women Director

 

5	00698780	SUDHIR MEHRA	Independent Director
6	02112489	SHASHI KUMAR	Additional Director
7	--****	DEVENDRA SINGH KUSHWAH	Company Secretary

(Note: The signature/date header at the top of the image reads "NMS GLOBAL LIMITED FY 2025-26")

10. COMPANY SECRETARY / COMPLIANCE OFFICER

Mr. Mayank Kumar Rai ceased to be the Company Secretary and Compliance Officer with effect from 3 November 2025. Mr. Devendra Singh Kushwah was appointed as Company Secretary and Compliance Officer with effect from 1 May 2026.

11. INDEPENDENT DIRECTORS

S.NO	NAME OF DIRECTOR	DIN	DESIGNATION
1.	UJJWAL NARAIN	08109984	Independent Director
2.	BIJENDRA MISHRA	08099708	Independent Director

12. BOARD MEETINGS

During the financial year ended March 31, 2026, 11(Eleven) meetings of the Board of Directors were held during the year. None of the two Board Meetings have a gap of more than 120 days between them.

The Board of Directors formulates the business policies of the company, reviews the performance and decides on the main issues concerning the company. During the year under review, Eleven Board Meetings were held on 14th April, 2025, 18th April, 2025, 30th May, 2025, 26th June, 2025, 13th August, 2025, 25th August, 2025, 07th November, 2025, 14th November, 2025, 22th December, 2025, 29th January, 2026, 13th February, 2026 and 28th February, 2026.

The Audit Committee as on March 31, 2025 comprises of Three members Mr. UJJWAL NARAYAN (Independent Director) heading the Committee and one non-executive director viz. Mr. Rajnish Chander and other independent director Mr. Bijendra Mishra.

13. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has undertaken an annual evaluation of the performance of the Board, its committees and individual Directors. The evaluation framework considers Board composition, quality and timeliness of information, effectiveness of Board processes, participation and preparedness of Directors, strategic oversight, risk oversight, compliance and the contribution of individual Directors.

14. INTERNAL FINANCIAL CONTROLS

The Company maintains an internal control framework designed to safeguard assets, support reliable financial reporting, ensure appropriate authorisation of transactions and promote compliance with applicable laws and internal policies. The Audit Committee, management, internal auditors and statutory auditors review the effectiveness of controls within their respective responsibilities.

15. RISK MANAGEMENT

The Company operates a diversified business model and is therefore exposed to operational, financial, regulatory, execution, working-capital, counterparty, project, technology and market risks. The Companys risk-management approach is to identify material risks early, assess their likelihood and impact, assign ownership, establish mitigation measures and periodically review residual risk.

Risk	Description / potential impact	Mitigation
Project / execution risk	Cost overruns, delays, margin pressure	Project selection, milestone monitoring, contracts and client engagement
Working-capital risk	Cash-flow pressure	Receivable monitoring, payment discipline and project-wise cash management
Counterparty / credit risk	Delayed collections / losses	Due diligence, credit controls and contractual protections
Regulatory / compliance risk	Penalties, reputational impact	Compliance calendar, periodic review and Board oversight
Technology / cyber risk	Business interruption / data risks	Access controls, backups, cyber hygiene and periodic review
Market / competition risk	Pricing and margin pressure	Diversification, value-added services and client relationships
Funding risk	Constraints on expansion	Prudent capital planning and phased deployment of resources

16. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee assists the Board in matters relating to Board composition, succession, appointment of Directors and senior management, Board diversity, performance evaluation and remuneration. The Companys remuneration philosophy is intended to be reasonable, performance-linked and aligned with long-term business objectives and stakeholder interests.

17. RELATED PARTY TRANSACTIONS

FOLLOWING ARE THE RELATED PARTY BALANCES AS ON YEAR END- 31ST MARCH 2026
Amount in INR (In Lakhs)

Name	Amount Dr.	Amount Cr.
Globiz Nation Foundation		80,452
Impressive Plastics Private Limited		7,190
Pankaj Chander		528
EDICT Skills Pvt Ltd		2,023
Kuberakshi Advisory Services Private Limited		0.243
MS Corridor Management Pvt. Ltd		25,130
NMS Enterprises Limited		162,656
Dheeraj Gupta		6
RMA Associates LLP	2,171
IDM Enterprises Pvt. Ltd	7,136
CREDIBLE MANAGEMENT SOLUTIONS PVT LTD	16,936
Ebony & Ivory Advertising Pvt. Ltd	21,625
Total	49,130	286,967

Disclosure regarding clerical error in Related Party disclosure in Balance sheet

It is hereby informed that due to an inadvertent clerical error, an amount of ?50,000/- disclosed in Note No. 10 and an amount of ?20,23,000/- disclosed in Note No. 21 to the financial statements for the year ended 31 March 2026 were incorrectly classified/shown under the Related Party category. The said amounts actually pertain to non-related parties. The error is purely clerical in nature and does not have any impact on the financial position, profitability or cash flows of the Company. Thenecessary correction/reclassification has been noted for appropriate rectification in the financial statements/disclosures.

18. CORPORATE SOCIAL RESPONSIBILITY

Based on the scale of the Companys FY 2025-26 financials presently available, the Company does not appear to meet the statutory thresholds under Section 135 of the Companies Act, 2013. This position should nevertheless be confirmed against the final standalone financial statements and the prescribed tests for net worth, turnover and net profit.

19. VIGIL MECHANISM / WHISTLE-BLOWER

The Company maintains a vigil mechanism intended to provide a channel for raising genuine concerns regarding unethical conduct, financial irregularities, fraud, violation of law or Company policies. The mechanism is designed to protect the confidentiality of persons raising concerns and to provide for appropriate investigation and escalation.

20. PREVENTION OF SEXUAL HARASSMENT

The Company is committed to providing a safe and respectful workplace and maintains the requisite mechanism under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as applicable. The final Report should insert the number of complaints received, disposed of and pending as at year-end from the Internal Committee records.

21. PARTICULARS OF EMPLOYEES AND REMUNERATION

Particulars of employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not required to be appended to the Boards Report. In accordance with the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the Registered Email of the Company.

The information 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:

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26:
No Director has drawn any remuneration from the Company during the financial year 2025-26 therefore ratio of remuneration of each director the median remuneration of the employees of the Company is not ascertainable.

ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2025-26:
Remuneration of Chief Financial Officer and Company Secretaries has not been increased during the financial year 2025-26.

iii) The percentage increase in the median remuneration of employees in the financial year 2025-26:
No increase of remuneration of employees during the financial year 2025-26.

v) The number of permanent employees on the rolls of company: 10(Ten)

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Amount in Rs.

	2025-26	2024-25	Increase/Decrease in %
Average Salary of Employee other than key Managerial Personnel (Per Annum)	N.A.	N.A.	N.A.
Managing Director/Director/CFO	Nil	Nil	Nil

(As the Company has only two permanent employee therefore average salary is not ascertainable)

vi) The key parameters for any variable component of remuneration availed by the Directors:
The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

vii) Affirmation that the remuneration is as per the remuneration policy of the Company:
Remuneration is paid to the Key Managerial personnel i.e. CFO and Company Secretary of the Company. It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company is primarily engaged in services, consultancy, contracting and allied activities. Accordingly, the particulars relating to conservation of energy and technology absorption are not applicable to the Company, as the same is not a manufacturing company. The final report should nevertheless include the prescribed disclosures under Section 134(3)(m) and Rule 8 of the Companies (Accounts) Rules, 2014, including foreign exchange earnings and outgo, based on the audited accounts.

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, state that:

- in the preparation of the annual accounts for the financial year ended 31 March 2026, the applicable accounting standards have been followed and there are no material departures requiring explanation, except as specifically disclosed in the financial statements;

- the accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the profit and loss for the financial year;

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

- the annual accounts have been prepared on a going concern basis;

- proper internal financial controls have been laid down and such controls are adequate and were operating effectively, subject to the observations, if any, contained in the auditors report; and

- proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively, subject to any qualifications or observations specifically disclosed.

24. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, subject to any deviations, qualifications or observations reported by the Secretarial Auditor.

25. DEPOSITS

The Company has not accepted deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 during FY 2025-26, subject to confirmation from the final accounts and statutory records.

26. SIGNIFICANT AND MATERIAL ORDERS

Except as disclosed in the financial statements and statutory filings, no significant and material orders were passed by regulators, courts or tribunals during FY 2025-26 that would impact the going-concern status of the Company or its future operations. This paragraph should be updated for any material order received before the date of the Boards Report.

27. ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued support of shareholders, clients, customers, employees, consultants, vendors, bankers, regulators and other stakeholders. The Directors look forward to continued support as the Company strengthens its business platform and pursues sustainable growth opportunities.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Management Discussion & Analysis (MD&A) should be read together with the audited standalone and consolidated financial statements, related notes and other disclosures forming part of the Annual Report.

1. ECONOMIC AND BUSINESS ENVIRONMENT

The Indian economy continued to provide a favourable medium-term environment for infrastructure, services, skill development and professional consulting. The Economic Survey 2025-26 identifies infrastructure investment, connectivity, services, employment and skill development as important elements of Indias growth strategy. The Governments FY26 budgeted capital expenditure of ?11.21 lakh crore, with effective capital expenditure of ?15.48 lakh crore, underscores the continuing importance of infrastructure-led growth.

For NMS Global, this environment creates opportunities in project support, infrastructure services, professional consultancy, workforce deployment and technology-enabled skill development. At the same time, project execution, funding, receivable cycles, competition and compliance remain important constraints on profitable growth.

2. INDUSTRY STRUCTURE AND DEVELOPMENTS

The Companys operating landscape is diversified rather than dependent on a single industry. The key areas relevant to the Company are:

- Infrastructure and construction: continuing public and private investment creates demand for project execution, pre-engineered structures, civil works and allied services.

- Skill development: the policy environment increasingly favours demand-driven, technology-enabled and industry-aligned skilling, reskilling and upskilling.

- Consultancy: companies and new ventures increasingly require financial, project, engineering, management, compliance and feasibility support.

- Manpower and payroll: flexible workforce models and project-based deployment create opportunities for organised manpower services.

- EV and energy transition infrastructure: EV charging and battery-swapping infrastructure continues to receive policy support and may create project opportunities for qualified service providers.

- Logistics and supply-chain services: increasing infrastructure and manufacturing activity creates a potential adjacency for the Company, subject to disciplined entry and commercial evaluation.

3. COMPANYS BUSINESS MODEL

NMS Globals model is based on combining business origination, consultancy, project support, skilled manpower and execution capabilities. The Company seeks to use its management experience and group capabilities to participate in projects where it can add value through planning, execution, technology, human resources and client coordination.

The Boards strategic priority is to build a more predictable and scalable revenue base while avoiding excessive concentration in low-margin or high-working-capital assignments.

4. FINANCIAL PERFORMANCE

Metric	FY 2025-26	FY 2024-25	Change
Standalone revenue	?11.21 Cr	?6.67 Cr	Strong increase in operating scale
Standalone PAT	?0.17 Cr	?0.16 Cr	Moderate improvement
Consolidated revenue	?42.72 Cr	?13.66 Cr	Significant increase in group operating scale
Consolidated PAT	?0.72 Cr	?0.41 Cr	Improvement in group profitability
Standalone paid-up capital	?3.01 Cr	?3.01 Cr	No change based on available results

5. SEGMENT / BUSINESS-WISE PERFORMANCE

The Companys activities span several business areas and, depending on the final Ind AS segment determination, the annual financial statements may present one or more reportable segments.

Segment	Amount
Trading	25,403,250.00
Manpower	46,156,310.00
Construction Service	37,548,818.00
Consultancy Service	1,597,458.00
Total	112,103,436.00

6. OPPORTUNITIES

- Indias continued infrastructure build-out and private investment revival can support demand for project and consultancy services.

- Government emphasis on skill development and employability support demand for outcome-oriented skilling solutions.

- EV charging and battery-swapping infrastructure presents a growing project ecosystem.

- The Companys diversified group structure can support cross-selling of consultancy, manpower, infrastructure and project services.

- Logistics and supply-chain services may provide an additional avenue for revenue diversification.

- Digital delivery can improve the scalability of training, recruitment, consultancy and customer engagement.

7. THREATS AND CHALLENGES

- Intense competition from established infrastructure, consulting, staffing and skill-development providers.

- Working-capital intensity and delays in client payments can constrain growth.

- Execution delays, cost inflation and contractual disputes can reduce project margins.

- Regulatory requirements are evolving rapidly, increasing the cost of compliance and documentation.

- Technology and cyber risks are increasing as business processes become more digital.

- Geopolitical events, commodity prices, interest rates and currency movements can indirectly affect project costs and demand.

8. RISK MANAGEMENT

The Companys risk-management framework is designed around identification, assessment, mitigation and monitoring. Key risks include project execution, receivables, counterparty credit, compliance, funding, technology/cybersecurity, human resources and market competition. The Board and management periodically review material risks and the adequacy of mitigation measures.

9. INTERNAL CONTROL SYSTEMS

The Companys internal control environment is intended to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, proper authorisation of transactions, prevention/detection of fraud and compliance with applicable laws and the Code. The Audit Committee, internal audit function and statutory auditors provide independent oversight within their respective mandates.

10. HUMAN RESOURCES

People remain central to the Companys skill development, consultancy, manpower and project-oriented businesses. Managements focus is on hiring appropriate capabilities, retaining experienced personnel, improving productivity, strengthening compliance and encouraging continuous learning. The Company also recognises that the future workforce will require digital, analytical, technology and sector-specific skills. Accordingly, training and capability building will remain important components of the Companys operating model.

11. OUTLOOK

The Companys medium-term outlook remains constructive, subject to disciplined execution. Management intends to focus on profitable revenue growth rather than revenue growth alone. Key priorities for FY 2026-27 include strengthening the order pipeline, improving conversion of opportunities into executed contracts, tightening working-capital cycles, developing higher-margin consultancy and skill-development offerings, and selectively pursuing infrastructure and logistics opportunities.

The Board believes that the Companys diversified platform, management experience and group capabilities provide a foundation for sustainable growth. However, actual performance will depend on order conversion, project execution, funding availability, customer collections, regulatory developments and broader market conditions.

12. CAUTIONARY STATEMENT

Statements in this MD&A describing the Companys objectives, expectations, estimates and predictions may constitute forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied due to economic conditions, regulatory changes, competition, project execution, customer behaviour, funding availability, interest rates, geopolitical developments and other factors beyond the Companys control. The Company undertakes no obligation to publicly update forward-looking statements except as required by law.