NSB BPO Solutions Ltd Directors Report

The Members,

NSB BPO SOLUTIONS LIMITED

The Board of Directors of the Company are pleased to present their 21st Annual Report on the business and operations of the Company and the Audited Financial Statements (Standalone and Consolidated both consisting of Balance Sheet, Statement of Profit and Loss and Cash Flow Statement) of the Company for the Financial Year ended 31st March, 2026.

KEY FINANCIAL HIGHLIGHTS

The Financial Performance of the Company for the Financial Year ended 31st March, 2026 has been very good since the total turnover of the Company as compared to previous financial year increased significantly. The operating results of the Company on standalone and consolidated basis for the Financial Year ended on 31st March, 2026 are as under:

(Amount in Lakhs)

Particulars	Standalone Year ended 31st March, 2026	Standalone Year ended 31st March, 2025	Consolidated Year ended 31st March, 2026	Consolidated Year ended 31st March, 2025
Turnover	16,016.37	13,811.95	16,016.37	13,811.95
Other Income	40.66	41.68	40.66	41.68
Total Income	16,057.03	13,853.63	16,057.03	13,853.63
Total expenses	14,754.85	12,668.95	14,754.85	12,668.95
Profit before exceptional and extraordinary items	1,302.18	1,184.68	1,302.18	1,184.68
Exceptional Items	-	-	-	-
Profit before extraordinary items and tax	1,302.18	1,184.68	1,302.18	1,184.68
Extraordinary Items	-	-	-	-
Profit before Tax (PBT)	1,302.18	1,184.68	1,302.18	1,184.68
Tax expense: Current tax	327.73	329.58	327.73	329.58
Previous Year	-	-	-	-
Deferred tax	23.26	1.55	23.26	1.55
Profit From Associate Company	-	-	328.77	251.13
Profit/(loss) for the period [Profit After Tax (PAT)]	951.19	853.55	1,279.96	1,104.68
Earning per Equity shares — Basic	4.76	6.53	6.41	8.45
Earning per Equity shares — Diluted	4.76	6.53	6.41	8.46

FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended 31st March, 2026, as compared to the previous financial year, is as follows:

Standalone Performance

During FY 2025-26, the Company recorded Revenue from Operations of INR 16,016.37 Lakhs as compared to INR 13,811.95 Lakhs in FY 2024-25. Profit Before Exceptional Items and Tax stood at INR 1,302.18 Lakhs as against INR 1,184.68 Lakhs in the previous Financial Year. The Earnings Per Share (EPS) stood at INR 4.76 as compared to INR 6.53 in FY 2024-25. The Net Worth of the Company as at 31st March, 2026, stood at INR 20,556.56 Lakhs as against INR 13,505.69 Lakhs as at 31st March, 2025.

Consolidated Performance

On a consolidated basis, the Company recorded Revenue from Operations of INR 16,016.37 Lakhs during the FY 2025-26 as compared to INR 13,811.95 Lakhs in FY 2024-25. Profit Before Exceptional Items and Tax stood at INR 1,302.18 Lakhs as against INR 1,184.68 Lakhs in the previous Financial Year. The Consolidated EPS stood at INR 6.41 as compared to INR 8.45 in FY 2024-25. The Consolidated Net Worth as at 31st March, 2026, stood at INR 21,332.01 Lakhs as against INR 13,952.36 Lakhs as at 31st March, 2025.

WEBLINK OF THE EXTRACT OF THE ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return is placed on the website of the Company at https://www.nsbbpo.com/investor-relations.

DIVIDEND

The Company has reported a net profit of INR 951.19 Lakhs for the Financial Year ended 31st March, 2026. The Board of Directors, after due consideration of the Companys financial performance, liquidity position and future business requirements, has considered it prudent to retain the profits within the business. The retained earnings are intended to strengthen the Companys financial position, support its ongoing operations and meet its anticipated capital and working capital requirements, while providing adequate financial flexibility to pursue the Companys growth and expansion plans.

Accordingly, the Board of Directors has decided not to recommend any dividend for the Financial Year 2025-26. The Board believes that retaining the profits would be in the best interests of the Company and its stakeholders and would enable the Company to deploy its financial resources towards its long-term business objectives.

CAPITAL STRUCTURE:

There was no change in the authorised share capital of the Company during the Financial Year under review, and the authorised share capital continued to remain at INR 25,00,00,000.00 (Indian Rupees Twenty-Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity shares of INR 10.00/- (Indian Rupees Ten only) each.

During the year under review, the Company successfully completed its maiden SME Initial Public Offering ("IPO"), marking a significant milestone in its growth journey. The Public Issue comprised 53,00,000 (Fifty-Three Lakh) Equity Shares of face value of INR 10.00/- (Indian Rupees Ten only) each, issued at a price of INR 121.00/- (Indian Rupees One Hundred Twenty-One only) per Equity Share, including a securities premium of INR 111.00/- (Indian Rupees One Hundred Eleven only) per Equity Share, aggregating to INR 6,413.00 Lakhs.

The IPO received an encouraging response from investors, and the Equity Shares of the Company were subsequently listed on the SME Platform of BSE Limited on 10th October 2025.

Pursuant to the successful completion of the IPO and allotment of the Equity Shares, the paid-up share capital of the Company increased from INR 14,67,25,930.00 (Indian Rupees Fourteen Crores Sixty Seven Lakhs Twenty Five Thousand Nine Hundred Thirty Only) to INR 19,97,25,930.00/- (Indian Rupees Nineteen Crores Ninety-Seven Lakhs Twenty-Five Thousand Nine Hundred Thirty only).

The aforesaid changes in the paid-up share capital were duly undertaken in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

DEMATERIALIZATION OF SHARES

As on 31st March, 2026, the entire Equity Share Capital of the Company was held in dematerialized form through either of the two depositories, namely, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Accordingly, there were no Equity Shares of the Company held in physical form as on the said date. The Company has been allotted International Securities Identification Number (ISIN): INE0SLP01017 for its Equity Shares.

M/s Bigshare Services Private Limited, Mumbai, Maharashtra, is the Registrar and Share Transfer Agent ("RTA") of the Company and provides registry, investor servicing and other share transfer-related services to the Company and its shareholders.

The Company continues to maintain its shareholding records through the electronic depository system in accordance with the applicable provisions of the Companies Act, 2013 and the regulations prescribed by the Securities and Exchange Board of India.

AMOUNT TRANSFERRED TO GENERAL RESERVE

During the Financial Year ended 31st March, 2026, the Company has transferred INR 951.19/- Lakhs profit for the financial year to the General Reserve in accordance with the applicable provisions of the Companies Act, 2013. Further, the Company has credited INR 5,883.00 Lakhs to the Securities Premium Account under the head "Reserves and Surplus" during the Financial Year 2025-26. Accordingly, the balances under the respective reserve accounts have been updated and disclosed in the Financial Statements.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the Financial Year under review, the Company did not have any amount of unpaid or unclaimed dividend lying with it for a period of seven years or more. Accordingly, there was no amount required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

Further, as the Company has not declared any dividend during the relevant period, no amount of dividend was liable to be transferred to the IEPF during the Financial Year under review.

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR AND FUTURE OUTLOOK

PERFORMANCE OF THE COMPANY:

The Companys financial performance during the Financial Year under review reflects a steady and encouraging improvement in its overall business operations and profitability. The Standalone Revenue (including Other Income) of the Company for the Financial Year ended 31st March, 2026 stood at INR 16,057.03 Lakhs, as against INR 13,853.63 Lakhs in the previous Financial Year. The Consolidated Revenue (including Other Income) for the Financial Year ended 31st March, 2026 also stood at INR 16,057.03 Lakhs, as against INR 13,853.63 Lakhs in the previous Financial Year. The Standalone Profit After Tax stood at INR 951.19 Lakhs, as against INR 855.55 Lakhs in the previous Financial Year, while the Consolidated Profit after Tax stood at INR 1,279.96 Lakhs, as against INR 1,104.68 Lakhs in the previous Financial Year. The improvement in revenue and profitability reflects the Companys continued focus on strengthening its business operations, enhancing operational efficiency and pursuing sustainable growth opportunities.

FUTURE OUTLOOK

The Management remains optimistic about the Companys future prospects and is confident of sustaining the growth momentum in the coming years. The Company continues to actively explore and pursue new business opportunities, strengthen its existing operations and expand its market presence with a focus on long-term and sustainable growth.

The successful listing of the Company on the SME Platform of BSE Limited is expected to further support its growth and expansion plans by enhancing its visibility and providing greater access to the capital markets. Going forward, the Company shall continue to focus on strengthening its business capabilities, expanding its customer base, improving operational efficiencies and maintaining a prudent approach towards business and financial risk management. The Management remains committed to building a resilient and scalable business platform and creating sustainable value for its shareholders and other stakeholder.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

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

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year.

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

During the Financial Year under review, there were no significant or material orders passed by any Court or Tribunal which have materially affected or are likely to affect the going concern status or future operations of the Company.

However, Pursuant to the completion of the IPO and fulfillment of the applicable regulatory and listing requirements, the Equity Shares of the Company were listed and admitted to dealings on the SME Platform of BSE Limited with effect from 10th October, 2025, under ISIN: INE0SLP01017 and BSE Scrip Code: 544571. The aforesaid listing constitutes a significant corporate development during the year and is not expected to have any adverse impact on the going concern status or future operations of the Company.

RISK MANAGEMENT

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis.

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH INITIAL PUBLIC OFFER (IPO):

During the Financial Year 2025-26, the Company utilized the proceeds of the Initial Public Offer (IPO) in accordance with the objects stated in the Offer Document. Brickwork Ratings India Private Limited, the Monitoring Agency appointed by the Company, has issued its reports on the utilization of the IPO proceeds. The Monitoring Agencys reports, along with the statements of deviation/variation, as applicable, are available on the Companys website at https://www.nsbbo.com/investor-relations and have also been submitted to the Stock Exchange in accordance with the applicable provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

As per Section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts), Rules, 2014, the Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2026, based on the internal control over financial reporting criteria established by Company considering the essential components of Internal Control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountant of India.

The Board of Directors of the Company have adopted various policies like Vigil Mechanism Policy, Policy to determine Material Subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

DEPOSITS

During the Financial Year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V — Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The details relating to deposits, covered under Chapter V of the Act,

(a) Accepted during the year: NIL
(b) remained unpaid or unclaimed as at the end of the year: NIL
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: NIL

As at 31st March, 2026, the Company had an outstanding secured borrowing of INR 80.94 Lakhs from banks and unsecured borrowings of INR 100.00 Lakhs from other parties. In addition, the Company had loans repayable on demand from banks amounting to INR 788.33 Lakhs as at the end of the Financial Year under review.

AUDITORS AND AUDITORS REPORT

Statutory Auditors & their report

M/S BCP Jain & Co., Chartered Accountants, Bhopal (FRN: 000802C) were appointed as the Statutory Auditors of the Company for the term of five consecutive Financial Years, commencing from the conclusion of 19th Annual General Meeting held on 30th September, 2024 till the conclusion of the 24th Annual General Meeting of the Company i.e. from Financial Year 2024-25 to the Financial Year 2028-2029, at such remuneration decided by the Board of Directors. The Statutory Auditors have confirmed that they are eligible to continue as Statutory Auditors of the Company and that they are not disqualified from holding such office under the applicable provisions of the Companies Act, 2013.

The Auditors Report on the Financial Statements for the Financial Year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The observations and disclosures made in the Auditors Report, read together with the relevant Notes to the Financial Statements, are self-explanatory and, therefore, do not call for any further explanation or comments from the Board under Section 134 of the Companies Act, 2013.

Further, no fraud has been reported by the Statutory Auditors to the Board under Section 143(12) of the Companies Act, 2013 during the Financial Year under review.

Cost Auditors & their report:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and other applicable rules and provisions, if any, the requirement of Cost Audit is not applicable to the Company.

Secretarial Auditors & their Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based on the recommendation of the Audit Committee the Board of Directors, in its meeting held on 13th March 2026 had considered and approved the appointment of M/s Piyush Bindal & Associates, Practicing Company Secretaries, Bhopal (FRN: S2012MP186400) as the Secretarial Auditors of the Company for a term of five consecutive Financial Years commencing from the Financial Year 2025-26 to the Financial Year 2029-30.

Consequent to the listing of the Companys Equity Shares on the SME Platform of BSE Limited with effect from 10th October, 2025, the Secretarial Audit for the Financial Year ended 31st March, 2026 was conducted in accordance with Section 204 of the Companies Act, 2013 read with the rules made thereunder. The provisions relating to the Annual Secretarial Compliance Report under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were not applicable to the Company during the Financial Year under review.

The Secretarial Audit Report in Form MR-3 for the Financial Year ended 31st March, 2026, was duly received from M/s Piyush Bindal & Associates, Practicing Company Secretaries, and was placed before the Board of Directors for its consideration and review. The said Report is annexed to this Boards Report as Annexure I and forms an integral part of the Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, the Board does not have any further comments or explanations to offer in respect of the observations contained in the said Report.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, the Audit Committee, at its meeting held on 13th March, 2026, reviewed the eligibility, experience and consent of M/s Akash Saxena & Co., Chartered Accountants, Bhopal (FRN: 028465C) and recommended their appointment as the Internal Auditors of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 13th March, 2026, approved the appointment of M/s. Akash Saxena & Co., Chartered Accountants, Bhopal (FRN: 028465C) as the Internal Auditor of the Company for the Financial Year 2025-26. The Internal Auditor conducts internal audit of the Companys operations and processes and reports its findings to the Audit Committee periodically, which reviews the adequacy and effectiveness of the internal control systems and recommends corrective actions, wherever considered necessary.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the Financial Year under review, the Company did not have any subsidiary company or joint venture. However, the Company has one Associate Company, namely On Door Concepts Limited (NSE SME Listed Company), in which the Company holds an interest in accordance with the applicable provisions of the Companies Act, 2013. The details of the Associate Company, including its financial performance and other relevant particulars, are provided in the Statements of subsidiaries/Joint Ventures/Associate Companies in AOC-1 is enclosed to this report as Annexure-II.

SHARE CAPITAL

A) Issue of equity shares with differential rights

As per rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

As per rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares.

C) Issue of employee stock options

As per rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option.

D) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

As per rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required to furnish for the Financial Year 2025-26 are under:

S. No. Particulars	Comments
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy;	In view of business activities, the Company is not a manufacturing Company and using very less power for its business activities hence it is not beneficial for the interest of the company to take substantial steps for the conservation of energy.
(ii) the steps taken by the Company for utilizing alternate sources of energy;	(same as above)
(iii) the capital investment on energy conservation equipments	(same as above)
(B) Technology absorption
(i) the efforts made towards technology absorption	The Company uses latest technology and equipment in its business. Further, the Company is not engaged in any manufacturing activity.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	(same as above)
S. No. Particulars	Comments
(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	No expenditure incurred on Research & Development during the year.
(iv) the expenditure incurred on Research and Development	No expenditure incurred on Research & Development during the year.
(C) Foreign exchange earnings and Outgo	Inflow: 0.00; Out Flow: 0.00. 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.

BOARD OF THE COMPANY

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

A) Board of Directors and Key Managerial Personnel

The Board of Directors of the Company is an optimum combination of Executive and Non-Executive Directors. As on 31st March, 2026, the Board consist of Six (06) Directors as follows:

S. No. Name of Director	Designation	Date of Appointment	Date of Resignation	DIN
1. Mr. Vikrant Singhal	Managing Director	29.04.2005	-	02171429
2. Mr. Rajiv Kumar Puri	Whole-time director	29.04.2005	-	02462282
3. Mr. Narendra Singh Bapna	Non-Executive Director	01.12.2023	-	03201953
4. Mr. Pranay Patel	Independent Director	21.02.2024	-	07845695
5. Mr. Rahul Kalra	Independent Director	21.02.2024	-	10511273
6. Mrs. Manisha Agrawal	Independent Director	21.02.2024	18.05.2026	10511249

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Changes subsequent to the closure of the Financial Year

Subsequent to the closure of the financial year ended 31st March, 2026, Mrs. Manisha Agrawal, Independent Director of the Company, resigned from the office with effect from 18th May, 2026, due to personal reasons.

Further, Mr. Abhiraj Singh Rana was appointed as an Additional Director in the category of Independent Director at the meeting of the Board of Directors held on 17th August, 2026. His appointment as an Independent Director is subject to the approval of the members at the ensuing Annual General Meeting scheduled to be held on 30th September, 2026.

Further, at its meeting held on 17th August, 2026, the Board of Directors has appointed Mr. Vinod Pahlawat as the Chief Executive Officer (CEO) of the Company. Accordingly, he forms part of the Key Managerial Personnel of the Company as on the date of this Report.

Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.

S. No.	Name	Designation	Date of Appointment
1.	Ms. Anjali Shukla	Company Secretary (CS)	15.12.2023
2.	Mr. Santosh Rao Dongre	Chief Financial Officer (CFO)	26.12.2023
3.	Mr. Vinod Pahlawat	Chief Executive Officer (CEO)	17.08.2026

B) Constitution of the Board of directors and their Meetings

a) Constitution of the Board

As on March 31, 2026, the Board of Directors of the Company comprised six (6) Directors, consisting of (2) Executive Directors, (1) non-executive and (3) Independent Directors. The composition of the Board was in conformity with the applicable provisions of the Companies Act, 2013.

The Directors of the Company possess diverse qualifications, knowledge, skills and experience across various fields, enabling them to effectively contribute to the deliberations and decision-making of the Board. The Board believes that its composition provides an appropriate balance of experience, expertise, diversity and independence, thereby enabling effective oversight and strategic guidance to the management of the Company. Subsequent to the close of the financial year, there were changes in the composition of the Board, as detailed under the section titled "Directors and Key Managerial Personnel" of this Report.

Meetings of the Board

The Board meets at regular intervals to discuss Company operations apart from other Board business.

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

During the Financial Year 2025-26, the Board met 07 (Seven) times as per Section 173 of the Companies Act, 2013 which is summarized below and the maximum interval between any two meetings did not exceed 120 days.

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present	No. of Director Absent
1.	23.05.2025	06	06	0
2.	29.08.2025	06	06	0
3.	13.09.2025	06	06	0
4.	08.10.2025	06	06	0
5.	08.10.2025	06	06	0
6.	14.11.2025	06

NSB BPO Solutions Limited — Annual Report FY 2025-26 (Extracted Data)

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present	No. of Director Absent
6.	14.11.2025	06	06	0
7.	13.03.2026	06	06	0

(Note: The source table listed 08.10.2025 twice as items 4 and 5 — this is reproduced as given in the document.)

(b) Directors seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Narendra Singh Bapna (DIN: 03201953), Director of the Company, retires by rotation at the ensuing 21st Annual General Meeting and, being eligible, offers himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Narendra Singh Bapna for consideration and approval of the Members at the ensuing Annual General Meeting.

Separate Meeting of Independent Director: Board Evaluation and Discussions with Independent Director

Pursuant to the provisions of Schedule IV and Section 149(8) of the Companies Act, 2013, read with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 29th August 2025 during the financial year. At the meeting, the Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company after taking into account the views of the Executive and Non-Executive Directors, and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its committees and that of the individual Directors. The Board is satisfied with the outcome of the performance evaluation process.

(c) Declaration by Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independent as specified in Section 149(6) of the Companies Act, 2013. The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act.

Information available for the members of the Board

The Board has complete access to any information within the Company. The Company has provided inter alia following informations and discussed the matters:

Financial results for the Company; Minutes of meeting of the Board. Periodic compliance reports which include non-compliance, if any, Disclosure of Interest received from Directors; Related party transactions; Regular business updates; Report on action taken on last Board Meeting decisions; Various Policies of the Board Discussion with the Auditors.

COMMITTEES OF THE BOARD

In terms of the Companies Act, 2013, your Company has already constituted the following Committees of the Board:

i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee
iv. Executive Committee

Audit Committee:

The Audit Committee of the Board is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting, auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. The Committees purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Companys financial statements, independence, performance and remuneration of the statutory auditors, the performance of internal auditors, etc. The Composition of the Audit Committee meets the requirements of Companies Act, 2013 and Regulation 18 of Listing Regulations. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

During the Financial Year 2025-26, the Audit Committee met 06 (Six) times as per Section 173 of the Companies Act, 2013 which is summarized below and the maximum interval between any two meetings did not exceed 120 days.

S. No.	Date of Meeting	Strength	Present	Absent
1.	23.05.2025	03	03	0
2.	20.08.2025	03	03	0
3.	29.08.2025	03	03	0
4.	14.11.2025	03	03	0
5.	14.02.2026	03	03	0
6.	13.03.2026	03	03	0

The Composition of the Audit Committee as on 31.03.2026 are as follows:

S. No.	Name of Director	Designation	Position in Committee	Number of Meeting attended	Number of Meeting absent
1.	Mrs. Manisha Agrawal	Independent Director	Chairperson	06	0
2.	Mr. Rahul Kalra	Independent Director	Member	06	0
3.	Mr. Pranay Patel	Independent Director	Member	06	0

ii. Nomination & Remuneration Committee:

Pursuant to the provisions of section 178 of the Companies Act, 2013 and other applicable provisions and rules if any, The Nomination and Remuneration Committee has been constituted by the Board of Directors of the Company on 22nd February, 2024. All the members of the committee are Non-Executive Directors.

The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provisions of Section 178 of the Companies Act, 2013. The Nomination & Remuneration Committee duly met once on 23rd May 2025 during the Financial Year 2024-25.

The Composition of the Nomination & Remuneration Committee as on 31.03.2026 are as follows:

S. No.	Name of Director	Designation	Position in Committee	Number of Meeting attended	Number of Meeting absent
1.	Mr. Pranay Patel	Independent Director	Chairperson	01	0
2.	Mrs. Manisha Agrawal	Independent Director	Member	01	0
3.	Mr. Rahul Kalra	Independent Director	Member	01	0

iii. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company has been constituted by the Board of Directors of the Company on 22nd February, 2024 in line with the provisions of Section 178 of the Companies Act, 2013 ("Act"). The composition, quorum, terms of reference, functions, powers, roles and scope are in accordance with provisions of section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee duly met once on 23rd May 2025 during the Financial Year 2024-25.

The Composition of the Stakeholders Relationship Committee as on 31.03.2026 are as follows:

S. No.	Name of Director	Designation	Position in Committee	Number of Meeting attended	Number of Meeting absent
1.	Mr. Rahul Kalra	Independent Director	Chairperson	01	0
2.	Mrs. Manisha Agrawal	Independent Director	Member	01	0
3.	Mr. Pranay Patel	Independent Director	Member	01	0

iv. Executive Committee

The Executive Committee was constituted by our Board on 08th October 2025 to facilitate efficient decision-making and oversee the operational and strategic matters of the Company between meetings of the Board. The Executive Committee operates under the authority delegated to it by the Board of Directors in accordance with the provisions of the Companies Act, 2013 and other applicable laws. The Executive Committee duly met Five Times during the Financial Year 2025-26.

S. No.	Date of Meeting	Members Strength	No. of Members Present	No. of Members Absent
1.	26.12.2025	03	03	0
2.	20.01.2026	03	03	0
3.	13.02.2026	03	03	0
4.	19.02.2026	03	03	0
5.	26.02.2026	03	03	0

The Composition of the Executive Committee as on 31.03.2026 are as follows:

S. No.	Name of Director	Designation	Position in Committee	Number of Meeting attended	Number of Meeting absent
1.	Mr. Vikrant Singhal	Managing Director	Chairperson	05	0
2.	Mr. Rajiv Kumar Puri	Whole-time director	Member	05	0
3.	Mr. Narendra Singh Bapna	Non-Executive Director	Member	05	0

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board Members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

The Company has formulated the Vigil Mechanism and Whistle Blower Policy. The policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Vigil Mechanism Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

Further, no whistle blower complaint has been received during the Financial Year 2025-26. The Policy is available on the website of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

a) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to the provisions of Section 135(9) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is not required to constituted its Corporate Social Responsibility (CSR) Committee from time to time. The Board of Directors of the Company is looking and discharging the CSR committee Functions. The Board of Director are responsible for fulfilling the CSR objectives of the Company.

b) CSR POLICY

Your Company has framed the CSR Policy as per Section 135 of the Companies Act, 2013, pertaining to Corporate Social Responsibility (CSR). The CSR activities are based on the Updated CSR Policy being effective from 20.04.2024.

c) ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

As per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Report is prepared and same is annexed with this Boards Report as Annexure-III. The details of amount budgeted, spent and unspent along with the reasons for not spending the allocated amount are included in the said report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not given any guarantees or provided any securities to other bodies corporate or persons falling under the provisions of section 186 of the Companies Act, 2013. However, the Company has made the Investments of INR 6,604.74 Lakhs in the Associate Company "On Door Concepts Limited" which were within the specified limits mentioned under the provisions of section 186 of the act during the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188

The Company has entered into related party transactions during the Financial Year 2025-26 in the ordinary course of business and on an arms length basis. The transactions were undertaken in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The particulars of contracts or arrangements with related parties, as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form No. AOC-2, are enclosed as Annexure IV to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

In compliance with Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the particulars pertaining to the Financial Year 2025-26 are furnished below:

S No. Particulars	Comments
(i) Number of Sexual Harassment Complaints received	0
(ii) Number of Sexual Harassment Complaints disposed off	0
(iii) Number of Sexual Harassment Complaints pending beyond 90 days.	0

Further, during the year, no Complaints were received under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 in respect of the Company.

DISCLOSURE OF COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961 and has adopted appropriate measures to ensure adherence to the same. In accordance with the Act, all eligible female employees are provided with maternity leave, necessary workplace facilities, and statutory benefits as prescribed.

During the year under review, there have been no instances requiring reporting under the said Act, and the Company remains committed to ensuring full compliance with the applicable provisions in letter and spirit.

PERFORMANCE EVALUATION OF BOARD OF DIRECTORS & INDIVIDUAL DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder committee and Corporate Social Responsibility Committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

PREVENTION OF INSIDER TRADING

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is closed.

The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companys website.

CORPORATE GOVERNANCE REPORT

In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance specified under Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the said Regulations are not applicable to companies listed on the SME Platform of a Stock Exchange.

Accordingly, the provisions relating to the preparation and disclosure of a Corporate Governance Report are not applicable to the Company for the Financial Year under review and, therefore, the Corporate Governance Report does not form part of this Boards Report.

Notwithstanding the above, the Company remains committed to maintaining high standards of corporate governance, transparency, accountability and ethical business practices. The Company further undertakes that, upon the provisions relating to Corporate Governance becoming applicable to it, the Company shall ensure compliance with the applicable requirements within the prescribed period of six months.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this report as Annexure V.

DISCLOSURE OF NUMBER OF EMPLOYEES

Number of employees as on the closure of financial year ended 2025-26 are as follows:

Category	Number
Female	805
Male	980
Transgender	0
Total	1785

COMPLIANCES OF SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/employees of the Company is set out in "Annexure VI" of this report. None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Provisions dealing with purchase of its own shares by a company, Provisions governing Issue of Sweat Equity and Employees Stock Options Scheme, issue of shares with differential voting rights etc. regulated by the Act under Companies (Share Capital & Debentures) Rules, 2014.
b. There was no application made during the year and there were no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) at the end of the financial year.
c. As there was no settlement that has been made with any Banks or financial Institutions during the year therefore, there is no requirement of reporting the required information as per the Section 134(3) and the rules made thereunder.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, with respect to the Directors Responsibility Statement the Directors confirm that:

(a) 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 had 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 of the Company for that period;

(c) The directors had 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 the Company and for preventing and detecting fraud and other irregularities;

(d) There is no fraud which are reportable by the Auditors to the Central Government, and which needs to be disclosed in the Board report during the year under review.

(e) The directors had prepared the annual financial statements for the Financial Year ended 31st March, 2025 on a going concern basis; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Company is grateful and would like to thank its customers, shareholders, debentures holders, suppliers, financial institutions, bankers, auditors, company secretary, Central and State Governments for their constant support to the Company. The Directors also place on record their deep appreciation of the contribution made by employees at all levels the consistent growth of the Company was made possible by their hard work, loyalty, dedication, co-ordination and support.

For and on behalf of the Board of Directors

NSB BPO Solutions Limited

Sd/-

Vikrant Singhal

Managing Director

DIN: 02171429

Sd/-

Rajiv Kumar Puri

Whole Time Director

DIN: 02462282

Place: Bhopal

Date: 02.09.2026