NINtec Systems Ltd

Dear Members,

Your directors are pleased to present the 9^th (Ninth) Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

Key highlights of the Financial Results (Consolidated and Standalone) of your Company for the Financial Year ended March 31, 2024, summarised below:

(Amount in thousands)

2. COMPANY'S PERFORMANCE:

During the year under review, your Company has earned revenue of 6,47,419 thousands on Standalone basis and 8,30,461 thousands on Consolidated basis for the financial year 2023-2024. Further, your Company has earned a Standalone basis Profit before tax (PBT) of

1,86,634 thousands and Profit after tax (PAT) of 1,40,722 thousands and Consolidated basis Profit before tax (PBT) of 2,04,435 thousands and Profit after tax (PAT) of 1,55,149 thousands. The Company is working on expanding its operations which will give exponential growth in coming years.

The financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 under the historical cost convention on the accrual basis. The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly issued accounting standard is adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Cash and Cash Equivalents as at March 31, 2024 were 81,476 thousand on Standalone basis and 91,085 thousand on Consolidated basis. The Company continues to focus on its working capital, receivables and other parameters.

3. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the directors have not declared any dividend for the Financial Year 2023-24.

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

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

5. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for F.Y. 2023-24, after all the appropriation and adjustments was 1,52,347 thousand on Standalone basis and 1,66,773 thousand on Consolidated basis.

6. SHARE CAPITAL:

AUTHORISED SHARE CAPITAL

The Company increased its authorised share capital from 1,50,000 thousand to 2,00,000 thousand on 22^nd July, 2023 and is the same as on 31^st March, 2024.

ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the year under review, the Company issued 8,256 thousand Equity shares through Bonus to the shareholders in the ratio of 4:5 i.e., Four new fully paid-up Equity Shares of 10 each for every Five existing fully paid-up equity shares held by the members/shareholders of the Company as on "Record date" by utilisation of Free reserves. As on date, the paid-up share capital of the Company is 1,85,760 thousand.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

8. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Internal Financial Controls of the Company are adequate keeping in mind Company's business size and mode of operations. All process and safety measures are followed to protect from any financial or business loss, unauthorized use or disposition of its assets. All the transactions are properly regulated through proper channels to maintain control.

The Board has adopted policies and procedures to ensure orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED AFTER THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

The Chief Financial Officer (CFO) of the Company Ms. Shivangi Vakil resigned vide resignation letter dated 15^th April, 2024 and Board of Director in their meeting held on 2^nd May, 2024 accepted her resignation. The Board of Directors, further, in the same meeting appointed Mr. Mohit Soni as the Chief Financial Officer of the Company with effect from 3^rd May, 2024.

Further, Ms. Pooja Kadam, Company Secretary and Compliance Officer of the Company resigned vide resignation letter dated 13^th May, 2024 and the Board accepted the same in their meeting held on 29^th May, 2024. Further, in the same meeting, the Board appointed Ms. Disha Shah as the Company Secretary and Compliance Officer of the Company with effect from 30^th May, 2024.

The policy on Director's appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Companies Act, 2013 is available on Company's website at https://www.nintecsystems.com/investors.php

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 is furnished as Annexure A which forms a part of this report.

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

The risk management process is followed by the Company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review the risk assessment in the Company on regular basis.

The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual Directors, including the Chairman of the Board.

The performance of the board was evaluated by the Independent Directors in their meeting after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The Company has not provided any loans nor provided any guarantees under the provisions of Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However, the details of the Investments made by the Company are given in the notes to the Financial Statements.

On March 31, 2024, the Company has 1 wholly owned subsidiary (WOS) and there has been no material change in the nature of the business of the subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries in Form No. AOC -1 is attached as Annexure B which forms a part of this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate financial statements in respect of subsidiaries, are available on the Company's website at https://www.nintecsystems.com.

During the year under review, the Company has not entered into any material transactions with Related Parties (except with its Subsidiaries, which are exempt for the purpose of Section 188(1) of the Act). With reference to Section 134 (3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the Financial Year, were in the ordinary course of business and on an arm's length basis.

All transactions with Related Parties are placed before the Audit Committee for its approval. Omnibus approvals are given by the Audit Committee on yearly basis for the transactions, which are anticipated and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The details of transactions with the Company and the Related Parties are given as information under Notes to Accounts and Form AOC – 2 as Annexure C which forms a part of this Report.

Vigil Mechanism provides a channel to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy. It provides adequate safeguards against victimization of directors, employees and all stakeholders. It also provides direct access to the Chairman of the Audit Committee.

In compliance with Section 177 of the Companies Act, 2013 and other applicable provisions, the company has formulated a Vigil Mechanism/Whistle Blower Policy (Mechanism) for its Stakeholders, Directors and Employees in order to promote ethical behaviour in all its business activities and in line with the best governance practices.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The policy is available on the website of the Company at www.ninctecsystems.com.

The Company has zero tolerance for sexual harassment at workplace and 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 thereunder. We follow gender-neutral approach in handling complaints of sexual harassment. During the financial year 2023-24, the Company has not received any complaints on sexual harassment. This policy has been uploaded on the website of the Company at www.ninctecsystems.com.

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is available on the website of the Company at www.ninctecsystems.com.

Further pursuant to Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and regulate, monitor and report to be made while dealing with the shares of the Company. The Company Secretary has been appointed as Compliance Officer and is responsible for monitoring adherence to the Code. The policy for Prohibition of Insider Trading has been uploaded on the website of the Company at www.nintecsystems.com.

The risk management process is followed by the Company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review the risk assessment in the company on regular basis. The policy for Risk Management has been uploaded on the website of the Company at www.ninctecsystems.com.

NSL's CSR initiatives and activities are aligned with the requirements of Section 135 of the Companies Act, 2013.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure D enclosed with this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at https://www.nintecsystems.com

The Board composition is as per the Listing Regulations and provisions of the Companies Act, 2013. As on March 31, 2024, the Board of the Company comprises of 6 (Six) Directors, with an optimum combination of Executive and Non-Executive Directors including one Women Director.

The board comprises of 5 (Five) Non-executive directors, out of which 3 (three) are Independent Directors.

During the year, the Members approved the following appointment and reappointment of directors:

Mr. Indrajeet Mitra (DIN: 00030788) who retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders' approval for his reappointment was passed in the 8^th Annual General Meeting of the Company hold on 29^th September, 2023.

In pursuant to the provisions section 152 of the Companies Act, 2013, Mrs. Rachana Gemawat, Non-executive Director of the Company, would retire by rotation at this 9^th Annual General Meeting of the Company and being eligible, Mrs. Rachana Gemawat has offered herself for re-appointment.

All Independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

* Ms. Shivangi Vakil resigned from the office of Chief Financial Officer of the Company w.e.f. April 30, 2024 and the Board further appointed Mr. Mohit Soni as Chief Financial Officer of the Company w.e.f. May 3, 2024 ** Ms. Pooja Kadam resigned from the office of Company Secretary & Compliance Officer w.e.f. May 13, 2024 and subsequently, the Board appointed Ms. Disha Shah as the Company Secretary and Compliance Officer of the Company w.e.f. May 30, 2024

During the year under review, total 12 (Twelve) Board Meetings were convened. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 as amended from time to time.

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members. These Committees hold meetings at such frequencies as is deemed necessary by them to effectively undertake and deliver upon the responsibilities and tasks assigned to them. Minutes of the meetings of each of these Committees are tabled regularly at the Board Meetings.

Your Company currently has 3 (Three) Committees viz.:

I. Audit Committee - The Company has a qualified and Independent Audit Committee which acts as a link between the Statutory, Internal Auditors and the Board of Directors. The terms of reference of the Audit Committee cover the matters specified for Audit Committee in the SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 and Section 177 of the Companies Act, 2013. As on 31st March, 2024 the Audit Committee comprises of the following members-

4 (Four) Audit Committee meetings were held during the year. Ms. Pooja Kadam, Company Secretary & Compliance Officer acted as the Secretary of the Committee.

II. Stakeholders Relationship Committee- Stakeholders Relationship Committee is constituted according to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015. The Committee ensures cordial investor relations and oversees the mechanism for redressal of investor grievances. The Committee specifically looks into redressing shareholders and investor complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non- receipt of dividend and other allied complaints.

As on 31st March, 2024, the Stakeholders Relationship Committee comprises of the following members:

1 (One) meeting was held for the Committee during the year. Ms. Pooja Kadam, Company Secretary & Compliance Officer acted as the Secretary of the Committee.

III. Nomination and Remuneration Committee- As on 31st March, 2024, the Nomination and Remuneration Committee comprises of the following members-

During the year, 1 (One) Nomination and Remuneration Committee meetings were held.

E. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors confirm: (a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures; (b) They have selected such accounting policies and applied them consistently, and made judgements 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 or 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 the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) They have prepared the annual accounts on a going concern basis; (e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) The have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure E which forms a part of this report.

At Nintec Systems Limited, we believe that human resources are precious assets of the company. The motto during the year has been to enhance the morale and capabilities of the employees. We strongly believe in favorable work environment that encourages innovation and creativity. Your Company has established an organization structure that is agile and focused on delivering business results, stimulating performance culture and motivating employees to develop themselves personally and professionally.

M/s. Samir M. Shah & Associates, Chartered Accountants were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of 6th Annual General Meeting till the conclusion of 11th Annual General Meeting of the Company i.e. for a period of 5 years.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of

Directors had appointed M/s. Tushar Vora & Associates, Company Secretaries for conducting secretarial audit of the Company for the year ended 31st March, 2024. The Secretarial Audit Report issued by Mr. Tushar Vora, Practicing Company Secretary in Form MR – 3 enclosed as Annexure F, which forms part of this report.

The Statutory Auditors and Secretarial Auditors have not raised any qualifications, reservations or remarks in their respective Audit Report for the financial year ended 31^st March 2024. The specific notes forming part of the accounts referred to in the Auditor's Report are self-explanatory.

Your Company has not invited, accepted, received or renewed any deposits from public falling within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014, as amended from time to time during the year under review and accordingly, there were no deposits which were due for repayment on or before 31st March, 2024.

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review

The Company had issued Bonus Shares to its shareholders during the year under review in the ratio of 4:5 i.e. 4 (Four) new fully paid-up equity share of face value of 10/- (Rupee Ten only) each for every 5 (five) existing fully paid-up equity share of face value of 10/- (Rupee Ten only) each held by the members of the Company by capitalizing a sum of 8,256 thousands.

The Company has not provided any Stock Option Scheme to the employees.

In line with the Company's commitment to good Corporate Governance Practices, your Company has complied with provisions as prescribed in SEBI (Listing Obligations and Disclosure requirement) Regulation, 2015 and other applicable provisions.

There were no litigations outstanding as on March 31, 2024.

During the year under review, no cases of child labor, forced labor, involuntary labor and discriminatory employment were reported.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at https://www.nintecsystems.com/investors.php

The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company for the year under review is given as a separate statement as Annexure G, which forms part of this Annual Report.

Your Company has in place a structured induction and Familiarization Programme for the Independent Directors of the Company. Your Company through such programmers familiarizes the Independent Directors with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. They are also informed of the important policies of your Company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider Trading.

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

Statements in the Board's Report describing the company's objective, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement.

The Directors would like to express their sincere appreciation for the significant contribution, assistance and co-operation received from the Banks, employees, various government authorities, customers, vendors and shareholders during the year.