Directors Report of Nanta Tech Ltd.

Mar 31, 2026

Your Directors have the pleasure in presenting 03rd Annual Report of Nanta Tech Limited (“the Company”) on the Business and Operations of your Company with the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS:

The financial performance (Standalone) for the year ended 31st March, 2026 is summarized below:

(Rupees in Lakhs)
Particulars	2025-26	2024-25
Revenue from Operations	7,010.37	5,123.56
Other Income	11.13	6.01
Total Revenue	7,021.50	5,129.57
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense	1,160.19	648.74
Less: Depreciation/ Amortization/ Impairment	48.55	(20.35)
Profit before Finance Costs, Exceptional Items and Tax Expense	1,111.64	628.39
Less: Finance Costs	10.93	(2.72)
Profit before Exceptional Items and Tax Expense	1,100.72	625.68
Add/(less): Exceptional items	'' 0	0
Profit before Tax Expense	1,100.72	625.68
Less: Tax Expense
Current Tax	242.80	154.98
Deferred Tax	40.89	2.51
Profit for the year (1)	817.03	468.18
Other Comprehensive Income/loss (2)	0	0.00
Total (1 2)	817.03	468.18
EPS (basic and diluted)	20.20	12.91
Note: Previous year figures regrouped or rearranged wherever necessary.

2. FINANCIAL PERFORMANCE:

During the financial year 2025-26, the Company recorded Total Revenue of Rs. 7,021.50 Lakhs, as compared to Rs. 5,129.57 Lakhs in the previous financial year, registering an increase of Rs. 1,891.93 Lakhs (approximately 36.88%).

The Profit Before Tax (PBT) for the financial year stood at Rs. 1,100.72 Lakhs as against Rs. 625.68 Lakhs in the previous financial year, reflecting an increase of Rs. 475.04 Lakhs (approximately 75.92%).

The Profit After Tax (PAT) for the financial year was Rs. 817.03 Lakhs, compared to Rs. 468.18 Lakhs in the previous financial year, registering a growth of Rs. 348.85 Lakhs (approximately 74.51%).

3. DIVIDEND:

With a view to meet future requirements of projects and to strengthen the financial position of the Company, the Board of Directors have decided not to recommend any dividend on Equity Shares of the Company for the financial year ended March 31, 2026.

4. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.

5. DEPOSITS:

During the year under review, the Company has neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as “Deposits” in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

6. REGISTERED OFFICE ADDRESS:

During the financial year under review, the Registered Office of the Company was shifted from Office No. 703, Skywalk - The Element, Godrej Garden City, Jagatpur, Ahmedabad - 382481, Gujarat to F/SF/205,206,207,Shivalik Sharda, Harmony, Nr Panjrapole Cross Rd, Ambawadi, 11M, Ahmedabad, Ahmadabad City, Gujarat, India, 380015 as per the Board Resolution passed on February 24, 2026 in accordance with the applicable provisions of the Companies Act, 2013.

Consequent to the above, the Registered Office of the Company is presently situated at F/SF/205,206,207,Shivalik Sharda, Harmony, Nr Panjrapole Cross Rd, Ambawadi, I I M, Ahmedabad, Ahmadabad City, Gujarat, India, 380015.

7. BUSINESS OVERVIEW:

Our Company is engaged in the business of Audio Visual (AV) integration, supply and distribution of AV Products, Service Robots and Software Development related services. We provide comprehensive, end-to-end AV integration solutions which includes system design, integration and management and on-site support.

In addition to providing AV integration services, our company is actively involved in the direct selling and distribution of a wide range of AV products. These include, but are not limited to indoor and outdoor active LED screens, professional display screens (both touch and non-touch), digital signage displays, digital podiums, video conferencing cameras, processors, media players, speakers, microphones, amplifiers, unified communication (UC) devices as well as mounts, cables, and other related accessories.

8. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2026.

9. INITIAL PUBLIC OFFER (IPO) AND LISTING OF EQUITY SHARES:

During the financial year under review, the Company successfully completed its Initial Public Offer (IPO), raising total proceeds of Rs. 14,46,000 (Rupees Fourteen Lakh Forty-Six Thousand Only/-).

The Equity Shares of the Company were listed and admitted to trading on the BSE SME Platform of BSE Limited with effect from December 31, 2025.

10. CAPITAL STRUCTURE:

The Capital Structure of the Company as on 31st March, 2026:

Share Capital	Amount in Rs.
1. Authorized Share Capital:
5500000, Equity Shares @ Rs. 10/- each:	5,50,00,000.00
Total	55,000,000.00
2. Issued/Subscribed and Fully Paid-up Share Capital:
5130170 Equity Shares @ Rs. 10/- each fully paid up	5,13,01,700.00
Total	51,301,700.00

Increase in Authorized Share Capital

There was no change in the Authorized Share Capital of the Company during the financial year 2025-26. Increase in Issued/Subscribed and Fully Paid-up Share Capital

During the financial year 2025-26, the paid-up equity share capital of the Company increased pursuant to the successful Public Issue. The shareholders of the Company, at their meeting held on 22^nd August, 2025, approved the Public Issue and passed a special resolution authorizing the Company to undertake an Initial Public Offering (IPO) of equity shares aggregating up to Rs. 50 Crore, including the issue and allotment of equity shares of face value Rs. 10/- (Rupees Ten Only) each, in accordance with the applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws. .

Pursuant to the said approval, the Company issued 14,46,000 (Fourteen Lakh Forty-Six Thousand) equity shares of face value Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 220/- per equity share (including a securities premium of Rs. 210/- per equity share). The Board of Directors, at its meeting held on 29th December, 2025, approved the allotment of the aforesaid equity shares to the successful applicants under the Public Issue.

Consequent to the aforesaid allotment, the paid-up equity share capital of the Company increased from Rs. 3,68,41,700 (Rupees Three Crore Sixty-Eight Lakh Forty-One Thousand Seven Hundred only) comprising

36.84.170 (Thirty-Six Lakh Eighty-Four Thousand One Hundred Seventy) equity shares of Rs. 10/- each, to Rs. 5,13,01,700 (Rupees Five Crore Thirteen Lakh One Thousand Seven Hundred Only) comprising

51.30.170 (Fifty-One Lakh Thirty Thousand One Hundred Seventy) equity shares of Rs. 10/- each.

Other Changes in Share Capital

During the financial year under review:

a. Buy Back of Securities

The Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder during the period under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares to its Directors or employees during the period under review.

c. Bonus Shares

The Company has not issued any Bonus Shares during the period under review.

d. Employee Stock Option Plan

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

11. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the following material events occurred subsequent to the close of the financial year 2025-26 and up to the date of this Report:

Investor Engagement: The Company hosted its first post-listing Institutional Investor Meet and Earnings Conference Call on June 05, 2026, presenting FY26 results, strategic updates, and future outlook. Nanta Tech reported revenues of INR 70.1 crores and PAT of INR 8.2 crores, driven by growth in Robotics and AI. Key highlights included the sale of over 400 robots under the Albotix brand, launch of proprietary AI platforms NTalk and NTRA, and near-complete development of the flagship Experience Center. The transcript of the call was submitted to the BSE Limited and is also available on the Company''s website at https://www.nantatech.com/investors/financial.

Strategic Expansion: Incorporation of Nanta Technologies FZ-LLC (UAE subsidiary) on April 23, 2026, to drive GCC market entry, and TRN India Private Limited on April 24, 2026, to strengthen R&D in robotics and automation.

Leadership Change: Resignation of Ms. Vaishali Prashantbhai Jagani, Chief Financial Officer and Key Managerial Personnel, with effect from May 29, 2026.

Except as stated above, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

12. WEB LINK OF ANNUAL RETURN, IF ANY:

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is hosted on the website of the Company at www.nantatech.com.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Retirement by rotation and subsequent re-appointment

Mrs. Mansiben Mayankkumar Jani (DIN: 08665105) Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152(6) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

• Change in Board Composition

During the financial year under review, the composition of the Board of Directors and Key Managerial Personnel of the Company underwent certain changes.

Mr. Hardikkumar Dasharathbhai Patel (DIN: 10388882), was appointed as Additional Independent Directors with effect from 24^th May 2025. He was subsequently regularised as Independent Directors as on 22^nd August 2025.

Mrs. Falguniben Khodabhai Prajapati (DIN: 10735011), was appointed as Additional Independent Directors with effect from 03 July 2025. She was subsequently regularised as Independent Directors as on 22^nd August 2025.

Mr. Brahma Ghosh Raval having (DIN: 10523186), Director of the Company, resigned from the Board with effect from 15^th July 2025.

• Key Managerial Personnel

Ms. Pintukumar Kuberbhai Chaudhari has been appointed as a Company Secretary and Compliance Officer of the company, with effect from 15^th July, 2025.

Ms. Vaishali Prashant Jagani has been appointed as a CFO of the company, with effect from 15^th July, 2025.

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2026 were as follows:

Sr. No	Name of Director	Designation	Appointment/ Resignation/Change in Designation	Date of Appointment at current designation/ Cessation/ Change in Designation
1.	Mayank Arvindbhai Jani	Managing Director	No Change	29/07/2024
2.	Mansiben Mayankkumar Jani	Chairman and Whole-Time Director	No Change	29/07/2024
3.	Vartica Khanna	Non-Executive Independent Director	No Change	29/07/2024
4.	Hardikkumar Dasharathbhai Patel	Non-Executive Independent Director	Change in Designation	22/08/2025
5.	Falguniben Khodabhai Prajapati	Non-Executive Independent Director	Change in Designation	22/08/2025
6.	Brahma Ghosh Raval	Director	Resignation	15/07/2025
7.	Vaishali Prashantbhai Jagani	Chief Financial Officer	Appointment	15/07/2025
8.	Pintukumar Kuberbhai Chaudhari	Company Secretary and Compliance Officer	Appointment	15/07/2025

14. REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

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 -1” of this report.

15. HUMAN RESOURCES:

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

16. MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors met 18 times during the financial year ended March 31, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Details of the Board Meeting of the Company is given below:

17. MEETING OF SHAREHOLDERS:
Sr. No.	General Meeting Date / Postal Ballot	Type of Meeting
1.	22-08-2025	Annual General Meeting

18. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134(3)(d) read with Sections 149(6) and 149(7) of the Companies Act, 2013, the Company has received the necessary declarations from all the Independent Directors confirming that they continue to meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Independent Directors have further confirmed that there has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Independent Directors have complied with the Code for Independent Directors as prescribed under Schedule IV to the Companies Act, 2013 and the Company''s Code of Conduct for the Board of Directors and Senior Management Personnel.

All the Independent Directors of the Company have registered their names in the Independent Directors'' Databank maintained by the Indian Institute of Corporate Affairs ("IICA"), in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The online proficiency self-assessment test, wherever applicable, has been or will be undertaken by the Independent Directors within the prescribed timelines, except by those who are exempt under the applicable provisions.

The Company has adopted a Code of Conduct for the Board of Directors and Senior Management Personnel, which is available on the Company''s website at https://www.nantatech.com/investors/policies

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency, fulfil the conditions specified under the Companies Act, 2013, the SEBI Listing Regulations and other applicable laws, and are independent of the management of the Company.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is www.nantatech.com.

20. BOARD COMMITTEES:

The Board of Directors has constituted various Committees in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to assist the Board in discharging its responsibilities effectively. The Committees operate within their respective terms of reference approved by the Board and provide recommendations on matters entrusted to them. .

During the year under review, the composition of the Board underwent changes pursuant to the appointment of Mr. Hardikkumar Dasharathbhai Patel as an Additional Independent Director with effect from May 24, 2025, the appointment of Ms. Falguni Khodabhai Prajapati as an Additional Independent Director with effect from July 03, 2025, the resignation of Mr. Brahma Ghosh Rawal, Independent Director, with effect from July 15, 2025, and the regularisation of Mr. Hardikkumar Dasharathbhai Patel and Ms. Falguni Khodabhai Prajapati as Independent Directors by the Members at the Annual General Meeting held on August 22, 2025.

Accordingly, the Board of Directors, at its meeting held on September 01, 2025, reconstituted the Committees of the Board in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The composition of the Committees as on the date of this Report is as follows:

1. AUDIT COMMITTEE

The Audit Committee was originally constituted by the Board on August 01, 2024 pursuant to the provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequent to the changes in the composition of the Board, the Audit Committee was reconstituted by the Board at its meeting held on September 01, 2025.

The composition of the Audit Committee as on the date of this Report is as under:

Name of the Directors	Nature of Directorship	Designation in Committee
Ms. Vartica Khanna	Independent Director	Chairperson
Mr. Hardikkumar Dasharathbhai Patel	Independent Director	Member
Mr. Mayank Arvindbhai Jani	Managing Director	Member

The Company Secretary acts as the Secretary to the Audit Committee.

The terms of reference, powers and role of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Chairperson of the Audit Committee attends the Annual General Meeting to respond to shareholders'' queries relating to financial statements and other matters within the Committee''s scope.

Further the Committee members met 04 time during the year for conducting the Meeting.

2. NOMINATION AND REMUNERATION COMMITTEE

The N omination and Remuneration Committee was originally constituted by the Board on August 01, 2024 pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequent to the changes in the composition of the Board, the Committee was reconstituted by the Board at its meeting held on September 01, 2025.

The composition of the Nomination and Remuneration Committee as on the date of this Report is as under:

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Hardikkumar Dasharathbhai Patel	Independent Director	Chairperson
Ms. Falguni Khodabhai Prajapati	Independent Director	Member
Ms. Vartica Khanna	Independent Director	Member

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further the Committee members met 03 time during the year for conducting the Meeting.

3. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Stakeholders'' Relationship Committee was originally constituted by the Board on August 01, 2024 pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequent to the changes in the composition of the Board, the Committee was reconstituted by the Board at its meeting held on September 01, 2025.

The composition of the Stakeholders'' Relationship Committee as on the date of this Report is as under:

Name of the Directors	Nature of Directorship	Designation in Committee
Ms. Vartica Khanna	Independent Director	Chairperson

Mr. Hardikkumar Dasharathbhai Patel	Independent Director	Member
Ms. Mansiben Mayank Kumar Jani	Whole Time Director	Member

The Company Secretary acts as the Secretary to the Stakeholders'' Relationship Committee.

The terms of reference of the Committee are in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further the Committee members met 01 time during the year for conducting the Meeting.

21. AUDIT COMMITTEE RECOMMENDATIONS:

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

22. COMPANY POLICIES:

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available in the Investors Section on the website of the Company at https://www.nantatech.com/investors/policies. The policies are reviewed periodically by the Board and updated based on need and requirements.

23. NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience and knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual directors including the chairperson and the Independent Directors. The aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company: https: //www. nantate ch.co m/

24. 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.

25. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company has established Vigil Mechanism for Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct and provide adequate safeguard against their victimization as provided in Section 177 of the Companies Act, 2013 and rules made there under. The Company promotes ethical behaviour in all its business activities and in line with the best governance practices.

The Whistle Blower Policy aims to:

• allow and encourage stakeholders to bring to the management''s notice concerns about unethical behavior;

• ensure timely and consistent organisational response;

• cultivate and fortify a culture of transparency and trust; and

• provide protection against victimisation.

In accordance with the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Directors and the employees have direct access to the Chairman as well as the Members of the Audit Committee. No person was denied access to the Audit Committee.

Vigil Mechanism and Whistle Blower Policy is available on the website of the Company at https://www.nantatech.com/investors/policies.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company remains committed to discharging its Corporate Social Responsibility ("CSR") in a responsible and sustainable manner, with a focus on contributing towards the socio-economic development of the communities in which it operates. The Company''s CSR initiatives are undertaken in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the financial year under review, the Company incurred CSR expenditure of Rs. 8.72 lakh in accordance with the applicable provisions of the Act. (Refer Note 47 to the Financial Statements.)

As the amount required to be spent by the Company towards CSR activities during the financial year did not exceed Rs. 50 lakhs, the Company was not required to constitute a Corporate Social Responsibility Committee in terms of Section 135(9) of the Companies Act, 2013.

Further, the provisions relating to impact assessment of CSR projects under Rule 8(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company during the financial year under review.

The Annual Report on CSR activities, containing the brief outline of the CSR Policy and the details of the CSR initiatives undertaken during the year, is annexed to this Report as “Annexure - 2” and forms an integral part of this Annual Report. The CSR Policy of the Company is available on the Company''s website at https://www.nantatech.com/investors/policies.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the FY 2025-26, Company has entered into some transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, which were in the ordinary course of business and at arms'' length basis. Further, the transactions were in accordance with the provisions of the Companies Act, 2013, read with rules framed thereunder and the SEBI (LODR) Regulations, 2015. All transactions with related parties were entered with prior approval of the Audit Committee.

The details of the related party transactions as required under AS - 18 are set out in Notes-29 to the financial statements.

The Company has formulated a policy on related party transactions, the policy on materiality of Related Party Transactions and dealing with same is available on Company''s website at https://www.nantatech.com/investors/policies.

The detail disclosure of these transactions in Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure - 3” to this Report.

29. EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual evaluation of the performance of the Board as a whole, Individual Directors including Independent Directors, NonIndependent Directors, Chairperson and the Board Committees. A structured questionnaire was prepared after taking into consideration the inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Meetings of the board, functioning of the board, effectiveness of board processes, Board culture, execution and performance of specific duties, obligations and governance. The exercise was also carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Key Managerial Personnel. The Directors expressed their satisfaction with the evaluation process.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the period under review the provisions relating to Investor Education and Protection Fund (IEPF) is not applicable to the company. ''

31. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

During the financial year 2025-26, the Company did not have any subsidiary, joint venture or associate company.

However, subsequent to the year end and up to the date of this Report, the Company has incorporated one foreign wholly owned subsidiary, Nanta Technologies FZ-LLC, and one Indian subsidiary, TRN India Private Limited, as disclosed under the Point no. 11 of this Board''s Report.

32. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information'' and ''Prohibition of Insider Trading Policy'' to preserve the confidentiality of Unpublished Sensitive information (UPSI) and to prevent misuse of such information.

The ''T rading Window'' is closed when the Compliance Officer determines that a designated person or class of designated persons can reasonably be expected to have possession of Unpublished Price Sensitive Information. All Board of Directors and the designated employees have confirmed compliance with the Code.

33. LISTING FEES:

The listing fees payable for the Financial Year 2025-26 has been paid to BSE Limited (“BSE”) within due date.

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

During the year under review, there have been no such significant and material orders passed by the regulators or courts, or tribunals impacting the going concern status and the company''s operations in the future.

35. AUDITORS:a. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the shareholders of the Company at the 1st AGM held on September 03, 2024, approved appointment of M/s M B Jajodia & Associates, Chartered Accountants (ICAI Firm Registration Number 0139647W) as the Statutory Auditors of the Company for a term of 5 consecutive years commencing from the conclusion of 1st AGM till the conclusion the 6th AGM of the Company i.e., from FY 2024-25 to FY 2028-29.

M/s. M B Jajodia & Associates, have confirmed that they are within the limits specified under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. M B Jajodia & Associates., have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors Report to the shareholders for the year under review does not contain any modified opinion or qualifications and the observations and comments given in the report of the Statutory Auditors Notes to accounts are self-explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013.

b. Secretarial Auditor:

The Board, at its meeting held on 24th February, 2026 has appointed M/s. Nikunj Kanabar & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2025- 26 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (LODR) Regulations, 2015 as amended.

The Secretarial Audit Report for the Financial Year 2025-26, prepared in the prescribed Form No. MR-3 pursuant to Section 204 of the Act, is annexed as “Annexure - 4” and forms an integral part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation and adverse remarks and the comments given by the Secretarial Auditors in their report are self-explanatory and hence, do not call for any further explanations or comments under Section 204(3) of the Act.

c. Internal Auditor:

The Board, at its meeting held on 24th February, 2026, appointed M/s. Nikhar Agarwal & Co., Chartered Accountants, as the Internal Auditor of the Company for FY 2025-26.

36. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

3 7. INTERNAL AUDIT & CONTROLS:

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

38. GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2025-26 will also be available on the Company''s website www.nantatech.com. ¦

39. REGISTRAR AND SHARE TRANSFER AGENT:

The share transfer and related activities are being carried out by M/s. Integrated Registry Management Services Private Limited, Registrar and Share Transfer Agent from the following address: M/s. Integrated Registry Management Services Private Limited, 2nd Floor, Kences Towers, No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai-600017, Tamil Nadu, India.

40. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has complied with Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India on Board meetings and General Meetings respectively.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2025-26, as required under the Act and Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as “Annexure - 5” and forms an integral part of this Annual Report.

The Report provides a comprehensive review of the Company''s operational and financial performance, industry developments, business outlook, opportunities and risks, segment and product-wise performance, and the adequacy of its internal control systems.

42. CORPORATE GOVERNANCE REPORT:

Your Company reaffirms its commitment to the good corporate governance practices and has adopted the Code of Conduct. As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guidelines, as required and if applicable on the Company''s size and type. Pursuant to the Regulation 15(2)(b) of SEBI (LODR) Regulations, 2015, the compliance with the provisions of Corporate Governance is not applicable on SME Listed Companies.

43. IMPLEMENTATION OF CORPORATE ACTION:

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

44. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR:

Your Company neither made any application nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

45. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Your Company has not obtained any one-time settlement of loan from the Banks or Financial Institutions.

46. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for the matters connected and incidental thereto, with the objective of providing safe working environment, where employees feel secure.

An Internal Complaints Committee (“ICC”) has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a.	Number of complaints of Sexual Harassment received in the Year	Nil
b.	Number of Complaints disposed off during the year	Nil
c.	Number of Complaints pending for more than ninety days	Nil
d.	Number of Complaints remaining unresolved at the end of the year	Nil

47. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, Board of Directors of the Company, hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profit and loss of the Company for the financial year ended 31^st March, 2026;

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 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 operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

48. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to the 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 are as follows:

(a) Conservation of energy
	(i)	the steps are taken or impact the conservation of energy	The Company has taken all the possible measures to ''conserve energy and utilize available alternate sources of energy.
	(ii)	the steps were taken by the company for utilizing alternate sources of energy
	(iii)	the capital investment in energy conservation equipment	NIL

(b) Technology absorption:
	(i)	the efforts made toward technology absorption	NIL
	(ii)	the benefits derived like product improvement, cost reduction, product development, or import substitution	NIL
	(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
		(a)the details of the technology imported	NIL
		(b) the year of import;	NIL
		(c) whether the technology has been fully absorbed	NIL
		(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NIL
	(ivi	the expenditure incurred on Research and Development	NIL

(c) Foreign exchange earnings and Outgo During the year company has incurred foreign exchange earnings and outgo as below.
			(In Lakhs''
	Earnings	100.87
	Outgo	63.13

49. LISTING:

The Company has listed its shares on BSE Limited as on 31st of December, 2025. Further the Company is regular in compliances of various clauses and regulations of the Listing Agreement and/or LODR

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

The Company''s internal control systems are commensurate with the Company''s size and nature of the business of the Company with regard to manufacturing enabling it to safeguard assets, and prevent and detect frauds as well as other irregularities. All the transactions are properly authorized recorded and reported to the management. The Management is responsible for Company''s internal financial control over financial reporting and the financial reporting process. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statement.

51. APPRECIATION:

The Directors wish to place on record their appreciation to the banks to their continued cooperation and support. The Board of Directors also takes the opportunity to acknowledge the dedicated efforts of consultants and all others that have helped the management to run the operations of the company.

Your Board of Directors also takes this opportunity to convey their gratitude and sincere thanks for the cooperation & assistance received from the shareholders. The Board appreciates your confidence and continued support and looks forward for the same in future as well.