Your Directors have pleasure in presenting the Company's 21^st Annual Report along with
the audited financial statements of the Company for the year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS:

SUMMARY OF BUSINESS OPERATIONS:

The financial year 2025-26 marked a period of positive growth for the Company.
Income from Operations increased by 10.32% to ?790.58 lakh from ^716.6 lakh in
2024-25, primarily driven by higher business volumes and the continued contribution
of tlie Company’s overseas branch, which contributed significantly to revenue
expansion. Other Income grew to ? 112.35 lakh from ?112.11 lakh.

Total expenses rose to ?758.75 lakh compared to ?664.71 lakh in the previous year, in
line with the increased scale of operations. Profit Before Tax and Exceptional Items
reduced by 13.92 % to ? 143.63 lakh from ? 162.92 lakh, while Profit After Tax reduced
by 11.22% to ?105.49 lakh from ?118.81 lakh. Earnings Per Share (EPS) reduced to

U.52 from ?2.84.

The Company’s performance reflects the positive contribution of its overseas operations
and continued focus on operational efficiency, while profitability moderated during the
year.

TRANSFER TO RESERVES:

During the financial year 2025-26, the Company has not transferred any amount to the
Reserves and Surplus account.

DIVIDEND:

With a view to plough back of profits and using net profits for liquidity purposes and day to¬
day operational activities, our Board of Directors does not recommend any Dividends for the
financial year 2025-26.

During the year under review, the Board of Directors recommended a final dividend of ?1/-
per equity share (10% on the face value of ?10/- each) for the financial year 2024-25, which
was duly approved by the Members and paid within the prescribed timeline.

As there was no unpaid or unclaimed dividend pertaining to the said dividend declaration, no
amount was required to be transferred to the Unpaid Dividend Account under the provisions
of the Companies Act, 2013. Further, no amount was due in the company’s unpaid dividend
account of the company and hence no amount was due for transfer to the Investor Education
and Protection Fund (IEPF) during the year under review.

SHARE CAPITAL:

As on 31^st March, 2026, the authorized capital of the company was ?5,70,00,000/- comprising
57,00,000 equity shares of ? 10/-each. The issued, subscribed, and paid-up share capital stood
at ?4,19,00,000, comprising 41,90,000 equity shares of ?10 each.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of the Company’s business during the financial year under
review.

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE-SME
PLATFORM:

The equity shares of the Company have been listed on the Bombay Stock Exchange - SME
Platform with effect from 4^th April, 2018.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
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RESIGNATION AND APPOINTMENT:

Dr. Chandra Sekhar Vanumu, Whole-time Director, resigned from his post of Directorship
due to personal engagements, with effect from 15.07.2025. Mr. Gopal Rao Arigoppula was
appointed as a Whole-time Director of the Company, with effect from 16.07.2025.

COMMITTEES TO THE BOARD:

The details of the Committees to the Board, viz., Audit Committee and Nomination and
Remuneration Committee, are as follows. Please note that there are no changes in the
composition of the Committees during the financial year except for Audit Committee as it
was reconstituted due to resignation of Whole-time Director of the Company.

AUDIT COMMITTEE:Description and Terms of Reference:

The Audit Committee was constituted pursuant to Section 177 of the Companies Act, 2013,
and other applicable provisions and rules of the said Act, with the following members.

Meetings:

The members of the Audit Committee met four times during the financial year 2025-26.

NOMINATION AND REMUNERATION COMMITTEE:Description and Terms of Reference:

The Nomination and Remuneration Committee was constituted pursuant to Section 178 of
the Companies Act, 2013, and other applicable provisions and rules of the said Act, with
the folio wins members:

Meetings:

Members of Nomination & Remuneration Committee met thrice during the financial
year 2025-26.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Company is not required to constitute
a Stakeholders Relationship Committee. The Company Secretary & Compliance Officer is
entrusted with the responsibility of reviewing and resolving investor complaints, if any, and
reporting the same to the Board from time to time.

Meetings of Board of Directors:

The Board of Directors met five (5) times during the financial year 2025-26, on the
following dates:

Attendance of Directors

A separate meeting of the Independent Directors, without the attendance of Non-Independent
Directors and members of the management, was held on 17.02.2026. The Independent Directors
reviewed the performance of the Non-Independent Directors and the Chairperson based on the
criteria prescribed by SEBI and the Companies Act, 2013.

PERFORMANCE EVALUATION:

The Board of Directors carried out an evaluation of its own performance, the performance of
the Board Committees, and individual Directors, pursuant to the provisions of the Companies
Act, 2013.

The Nomination and Remuneration Committee evaluated the perfomiance of the Board after
seeking inputs from all Directors, based on criteria such as Board composition and structure,
effectiveness of Board processes, availability of information, and overall functioning.

The Board evaluated the perfomiance of its Committees after seeking inputs from the
respective Committee members, based on criteria such as the composition of Committees,
effectiveness of meetings, and the discharge of roles and responsibilities.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Sreenivas Katragadda, Mr. Rakesh Choudhary, and Mr. Venkata Muralidhar Koduri are
the Independent Directors on the Board as of 31.03.2026.

The Company has received declarations from all the Independent Directors confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Companies
Act, 2013, read with the rules issued thereunder, as well as Regulation 16( 1 )(b) of SEBI
(LODR) Regulations.

Pursuant to the Companies (Appointment and Qualification of Directors) Rules, 2019, all the
Independent Directors of the Company have registered themselves with the Independent
Directors' Data Bank. Further, Mr. Rakesh Choudhary, Mr. Venkata Muralidhar Koduri, and
Mr. Sreenivas Katragadda have qualified the online proficiency self-assessment test during
the financial year 2020-21.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the
Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;

b) The Directors 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 at the end of the financial year and of the
profit of the Company for that period;

c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company
and such internal financial controls are adequate and operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively;

NOMINATION AND REMUNERATION POLICY:

The Board, on the recommendation of the Nomination & Remuneration Committee, has framed
a policy for the selection, appointment, and remuneration of Directors and Key Managerial
Personnel, including the criteria for determining qualifications, positive attributes, and
independence of Directors.

The policy is available on the Company’s website at the following link:
https://lexnimble.in/#investors.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are not applicable to the Company, as none of its
employees has received remuneration above the limits specified therein during the financial
year 2025-26.

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in the statement annexed herewith as Annexure-III.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company as on

March 31, 2026 is available on the Company’s website at www.lexnimble.in.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning
of Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014.

SUBSIDIARY COMPANY:

The Company has no subsidiaries as on 31.03.2026.

BRANCH OFFICE:

The Company’s branch office in Illinois, USA has materially contributed to the significant
growth in the Company’s revenue and operations during the year.

CORPORATE GOVERNANCE:

The equity shares of the Company are listed on the BSE-SME Exchange. Therefore, pursuant
to Regulation 15(2)(b), 27 of the SEBI (LODR) Regulations, 2015, and Part C of Schedule V
relating to compliance with Corporate Governance, these provisions are not applicable to the
Company. Hence, the Company is not required to comply with the requirements specified in
Part E of Schedule II pursuant to Regulation 27 of the SEBI (LODR) Regulations, 2015.

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

The Company has not made any loans, guarantees, or investments during the financial year
2025-26 under review.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE
WITH THE RELATED PARTIES:

During the year under review, the Company has not entered into any new related party
transactions.

However, details of existing contracts/arrangements entered into in previous financial years and
renewed/revised during the current financial year, which were in compliance with the applicable
provisions of the Companies Act, 2013 and were on an ami's length basis, have been reported
in Fonn AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014. The said Form AOC-2 is annexed to and forms

part of this Report.

The applicable related party transactions were placed before the Audit Committee and the
Board, as required under the applicable provisions.

WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors has
approved the Policy on Vigil Mechanism/Whistleblower Policy.

Through this policy, Directors and employees may report concerns about unethical behavior,
actual or suspected fraud, or violation of the Company’s Code of Conduct or Ethics Policy.
The policy is available on the Company’s website at www.lexnimble.in.

PREVENTION OF INSIDER TRADING:

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Company has formulated a Code for Prevention of Insider Trading. The same is available on
the Company’s website at www.lexnimble.in.

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

During the year under review, no cases were filed under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, there were no
complaints pending at the beginning or at the end of the financial year.

The Company has constituted an Internal Complaints Committee to resolve any such cases and
to sensitize the women workforce on the issues covered under this Act.

The Members of the Committee are as follows:

The Company is committed to providing a safe and healthy working environment for all
employees, particularly women, and ensures that all necessary measures are in place to

prevent any form of sexual harassment at the workplace.

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

As the Company is not engaged in any manufacturing activity:

a) Conservation of Energy - Not Applicable

b) Technology Absorptioni. Research & Development - Nilii. Technology Absorption and Innovation -

During the year, the Company has adopted and implemented modern software
development frameworks and tools, including Docker containerization technology and
microservices-based architecture, to enhance scalability, deployment efficiency, and
maintainability of its solutions. Continuous training programs were conducted to keep
employees abreast of these emerging technologies.

The Company continues to make consistent efforts to keep its workforce informed of
and skilled in new technological advancements.

c) Foreign Exchange earnings & Out go

i. Earnings : Rs. 789.74 Lakhs-

ii. Out go : Rs.O/-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, the
Management Discussion and Analysis Report of the Company for the financial year 2025-26
is set out in this report as Annexure-I.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, the maintenance of
cost records is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the financial statements for the year ended 31^st
March, 2026 are commensurate with the size and nature of the Company's business. These
controls include budgetary controls, monitoring of expenses at various levels of authority,

adherence to the Company’s policies in the preparation and reporting of financial information,
and continuous oversight of internal controls through the internal audit process.

AUDITORS:STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed
thereunder, M/s akasam & associates, Chartered Accountants, Hyderabad (Firm Registration
No: 005832S), were appointed as the Statutory Auditors of the Company from the conclusion
of the Eighteenth (18^th) Annual General Meeting (AGM) till the conclusion of the Twenty-Third
(23^rd) AGM to be held in the year 2028.

There is no qualification, reservation, adverse remark, or disclaimer made by the Statutory
Auditors in their report for the financial year 2025-26.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and the rules made thereunder, the
Company has appointed M/s Pravesh Palod & Associates, Practicing Company Secretary, as
the Secretarial Auditor of the Company for the financial year from 2025-26 to 2029-30. The
Secretarial Audit Report for the year 2025-26 is attached herewith as Annexure II. The Report
does not contain any qualifications, reservations, or adverse remarks.

INTERNAL AUDITOR:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies
(Accounts) Rules, 2014, Board of Directors has appointed M/s QMICS Solutions Pvt Ltd, as
the Internal Auditor of the Company for a period of five years from F.Y. 2026-27 to 2030-31.
The Internal Auditor reports directly to the Audit Committee. The audit is conducted based on
an internal audit plan, which is reviewed and approved by the Audit Committee. The Committee
periodically reviews the internal audit reports, considers suggestions for improvement, and
follows up on the implementation of corrective actions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, the Company has not received any significant or material orders
passed by any regulatory authority, court, or tribunal that would impact its going concern status.
The operations of the Company continued in the nonnal course without any such adverse
directions or restrictions.

RISK MANAGEMENT:

Generally, we believe that high risk gives high returns, but it fails without appropriate risk
management. An appropriate risk management policy mitigates the risk and maximizes the
return.

Therefore, the Company has established a well-defined risk management policy, which is
available on the website of the Company at www.lexnimble.in.

CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under Section 135 of the Companies Act, 2013, and the rules made
thereunder; hence, a Corporate Social Responsibility report is not required to be annexed.

MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR AND
BEFORE THE DATE OF THIS REPORT:

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

LEX NIMBLE SOLUTIONS EMPLOYEE STOCK OPTION SCHEME :

The members of the Company, at the Annual General Meeting held on 12 September 2025,
approved the implementation of the “Lex Nimble Solutions Employee Stock Option Scheme
2025” (“ESOS 2025”), including the grant of Employee Stock Options to eligible employees of
the Company and the extension of ESOS 2025 to eligible employees of the Group Companies,
including its holding, subsidiary and associate companies, as applicable. The Company has also
constituted a Trust for the purpose of administration and implementation of ESOS 2025.

During the financial year under review, no Employee Stock Options were granted under ESOS
2025 and no equity shares were acquired by or allotted to the Trust pursuant to the said Scheme.
Consequently, no Options have been exercised and no equity shares have been allotted or
transferred to any employee under ESOS 2025 during the year.

Pursuant to Regulation 13 of the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, the Company has obtained the requisite
Compliance Certificate from the Secretarial Auditor confirming compliance with the applicable
provisions of the said Regulations and the resolution passed by the members in relation to ESOS
2025. The said Compliance Certificate is available on the website of the Company at
www.lexnimble.in.

ACKNOWLEDGMENTS:

The Board of Directors wishes to place on record its sincere appreciation for the continued
support, cooperation, and trust of all stakeholders. The Directors also acknowledge the
dedication, hard work, and commitment of the Company’s employees, whose efforts have been
instrumental in its progress. Further, the Board extends its gratitude to valued customers,
business associates, and partners for their continued patronage.

For and on behalf of the Board of
Lex Nimble Solutions Limited

Sd/-

Praveen Chakravarthy Medikundam
Chairman & Director

Place: Hyderabad
Date: 14.08.2026