Annual Report

SEC/35/FY 26-27 20th August, 2026 To, To, The Listing Department The Listing Department BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1, G Block 25th Floor, Dalal Street, Bandra Kurla Complex, Bandra(E), Mumbai- 400 001 Mumbai – 400 051 Ref: Security Code: 539843; Security ID: NINSYS Sub: Notice of 11th Annual General Meeting (“AGM”) of the Company and Annual Report for the Financial Year 2025-26 Dear Sir / Ma'am, Pursuant to Regulation 30 and 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we are submitting herewith the 11th Annual General Meeting (“AGM”) Notice of the Company along with the Annual Report. The 11th Annual General Meeting (“AGM”) of the Company will be held on Friday, 18th September, 2025, at 3.00 p.m. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”). Further, in accordance with Regulation 36(1)(b) of the SEBI Listing Regulations, a letter providing the weblink of the Annual Report, being sent to those Members whose email ids are not registered with the Company/Depository Participant(s)/ Registrar and Share Transfer Agent. The Notice of 11th Annual General Meeting along with the Annual Report also be available on the website of the Company at www.nintecsystems.com. Kindly take the above on record. Thanking You, For, NINtec Systems Limited Disha Shah Company Secretary & Compliance Officer Membership No. F13084 Encl: As above NINtec Systems Limited B-11, Corporate House, S.G. Highway, Bodakdev, Ahmedabad – 380054, Gujarat Number: +91 6359770854 | E-mail: nintec@nintecsystems.com | www.nintecsystems.com CIN: L72900GJ2015PLC084063 Annual Report 2025-2026 We Enable Business Growth with Innovative Technology Solution www.nintecsystems.com Annual Report 2025-26 Page 1 Contents About NSL 3 Statement by Chairman 6 Statement by Managing Director 7 Corporate Information 11 Board of Directors and Key Managerial Personnel Details 13 Notice of AGM 17 Board’s Report 38 Annexures to Board’s Report 59 Corporate Governance Report 72 Management Discussion and Analysis Report 102 Standalone Independent Auditors’ Report 110 Standalone Financial Statements 122 Consolidated Independent Auditors’ Report 165 Consolidated Financial Statements 176 Glossary 211 Annual Report 2025-26 Page 2 About NINtec Systems Limited We Enable Business Growth with Innovative Technology Solution CORPORATE OVERVIEW Delivering the strategic advantages of offshore software product development to enterprises worldwide — with efficiency, innovation and long-term value for our stakeholders. ABOUT THE COMPANY NINtec Systems Limited is an AI-first software engineering Company, incorporated in 2015 and anchored by the entrepreneurial legacy of the Founder & Managing Director, Mr. Niraj C. Gemawat. The Company has built one of Asia-Pacific's deepest Claude engineering practices, with over 300 Claude-trained engineers delivering AI-native solutions across the software development lifecycle. Headquartered in Ahmedabad, India, with international operations including NINtec Systems B.V. in the Netherlands, the Company serves 30+ Fortune 500 clients across nine industry verticals — including Healthcare & Life Sciences, Automotive & Aftermarket, Logistics & Supply Chain, Fintech & Banking, and Retail & E-Commerce — with a presence spanning 15 countries and customer reach across 30+ countries on five continents. NINtec's engineering methodology integrates Anthropic's Claude, GitHub Copilot, Windsurf, and Cursor across a six-phase AI-first development process, and the Company holds ISO 9001:2015 (Quality Management) and ISO 27001:2022 (Information Security Management) certifications from Alcumus ISOQAR, UKAS. Backed by consistent, profitable growth — ₹170 Cr revenue in FY26 — NINtec continues to strengthen its position as a trusted AI and software engineering partner for global enterprises. Our Footprint GLOBAL BY DESIGN. DELIVERED WITHOUT BORDERS. Annual Report 2025-2026 Page 4 Annual Report 2025-26 Page 4 INDUSTRIES OF PLAY Engineering intelligence across the industries that move the world. From healthcare to high tech, NINtec brings AI-first engineering to nine industries across fifteen countries — helping global enterprises turn complexity into clarity, at the speed of thought. Media & Entertainment Automotive & Aftermarket Healthcare & Lifescience 98% predictive accuracy. From OEM to aftermarket — AI engineering for the systems 120+ ML components. AI powering every link in the that protect human health. Content intelligence at scale. automotive value chain. Retail & E-commerce Logistics & Supply Chain Pharmaceuticals From dynamic pricing to zero- Agentic AI orchestrating Accelerating the journey from downtime deployments — AI autonomous, intelligent, molecule to market with AI at every shelf. adaptive supply chains. engineering. High Tech & SaaS Gaming & iGaming Fintech & Banking Services Building the AI-powered 500K+ man-hours. 180+ Building the digital financial platforms that run the next casino solutions. AI-powered infrastructure of tomorrow. generation of software. player intelligence. Our Vision: “To be the world's most trusted AI-first engineering partner — where artificial intelligence is not an add-on but the operating core of every solution we build — enabling enterprises across the globe to move from complexity to clarity at the speed of thought.” Our Mission: “NINtec Systems is committed to reimagining software engineering for the AI era. We combine deep domain expertise across healthcare, automotive, logistics, fintech, and other key industries with an AI- native engineering methodology and a best-in-class technology stack — to deliver intelligent, secure, and scalable solutions for Fortune 500 and global enterprise clients.” Annual Report 2025-2026 Page 5 Annual Report 2025-26 Page 5 MESSAGE FROM THE CHAIRMAN Financial Year 2025-26 will be remembered as the year your Company completed its transformation into an AI-first engineering enterprise. The Board took an early and deliberate view that artificial intelligence would not merely augment our industry but reshape it — and that NINtec should help lead that change rather than follow it. That conviction, executed with discipline by the management team, now defines who we are. “Enduring value is built where bold innovation meets disciplined governance.” The results speak to the soundness of that strategy. On a consolidated basis the Company delivered revenue of ₹170 crore and net profit of ₹32 crore, with earnings per share of ₹17.23, a return on equity of 42% and an operating margin of 26%. Over five years, revenue and profit have compounded at approximately 80% and 89% respectively, and shareholders who have remained with us since listing have seen exceptional value creation, supported by two bonus issues. Your Board remains focused on converting growth into durable, long-term returns. Performance of this quality is only meaningful when it rests on strong governance. The Board comprises a majority of Non-Executive Directors, including a substantial complement of Independent Directors. They discharge their responsibilities with diligence and independence. During the year the roles of Chairman and Managing Director were separated, strengthening board oversight in line with governance best practice. Our quality and information-security frameworks are independently certified to ISO 9001:2015 and ISO 27001:2022, and the Board pays close attention to risk, cybersecurity and the responsible, ethical adoption of AI across everything we build. Technology alone does not build an institution; people do. It is a source of pride to the Board that NINtec is home to one of the deepest Claude engineering practices in the Asia-Pacific region, serving Fortune 500 enterprises across nine industries and fifteen countries. As we scale, the Bo [Showing first 8,000 characters — download PDF for full document]