To,

The Members of

Newjaisa Technologies Limited

The Board of Directors ("the Board") are pleased to present their 6th (Sixth) Annual Report of Newjaisa Technologies Limited ("the Company/ Newjaisa") on the business and operations of the Company, together with the Audited Standalone Financial Statements of the Company for the Financial Year ("Financial year") ended March 31, 2026 (hereinafter referred as "Financial year 2025-26" or "during the year").

FINANCIAL PERFORMANCE/SUMMARY

(Indian Rupees in Lakhs)

REVIEW OF OPERATIONS / STATE OF COMPANY'S AFFAIRS FOR THE FY 2025-26

NewJaisa Technologies Limited operates India's leading direct-to-consumer platform for refurbished IT electronics, built on an end-to-end reverse supply chain that sources pre-owned laptops, desktops, and peripherals, restores them to near-new condition through a rigorous, certified refurbishment process, and delivers them to individual and business customers nationwide. The Company's R2v3 (Responsible Recycling) certification underscores its commitment to responsible IT asset testing, repair, and downstream vendor management, while its pan-India delivery and service network spanning thousands of pincodes continues to be a key differentiator in the category.

Founded with the objective of making quality computing accessible and affordable while addressing India's growing e-waste burden, NewJaisa has sold over 50,000 refurbished devices to date and remains among the largest players in the organized refurbished IT electronics market in the country. The Company continues to invest in strengthening customer trust through warranty-backed sales, after-sales service infrastructure, and consistent quality standards, reinforcing its position at the intersection of affordability and sustainability.

There has been no change in the business of the Company during the financial year ended March 31, 2026. Please refer our website www.newjaisa.com for details on business.

During the financial year under review, the Company reported Revenue from Operations of INR 4,048.82 lakhs for the year ended March 31, 2026, as compared to INR 6,565.51 lakhs in the previous year, a decline of approximately 38.33%. Including Other Income of INR 96.48 lakhs, the Total Income for the year stood at INR 4,145.30 lakhs, as against INR 6,644.58 lakhs in FY 2024-25.

Total Expenses for the year were rationalized to INR 6,248.00 lakhs, a reduction of approximately 7.69% over INR 6,768.67 lakhs in the previous year, reflecting the Company's continued focus on cost optimization amid the revenue contraction.

Consequently, the Company reported a Loss Before Tax of INR 2,102.70 lakhs in FY 2025-26, as compared to a Loss Before Tax of INR 124.09 lakhs in FY 2024-25. After accounting for deferred tax credit of INR 360.80 lakhs, the Loss After Tax stood at INR 1,741.89 lakhs, as against a Loss After Tax of INR 113.18 lakhs in the preceding year, reflecting a significant widening of losses primarily on account of lower revenue during the year.

The Reserves and Surplus of the Company stood at INR 3,971.52 lakhs as of March 31, 2026, as compared to INR 6,034.73 lakhs in the previous year, a decline of approximately 34.19%, on account of the losses incurred during the year.

The Earnings Per Share (EPS) stood at (4.90) in FY 2025-26, as compared to (0.33) in FY 2024-25, in line with the reported net loss for the current year.

The annual Audited Financial Statements for the financial year ended March 31, 2026 have been prepared in accordance with the applicable provisions of the Companies Act 2013 ("the Act"), Accounting Standards ("AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, ("SEBI Listing Regulations"), if any.

As required under Section 136 of the Companies Act, 2013, audited financial statements including all other documents required to be attached thereto are available on the website of the company i.e., www.newjaisa.com. These documents will also be available for inspection during the business hours at the registered office of the Company.

REPORT ON SUBSIDIARIES/JOINT VENTURE

The Company does not have any subsidiaries or joint ventures as of the reporting period. There have been no investments in or affiliations with other entities that would qualify as subsidiaries or joint ventures. The Company operates independently and has not engaged in any joint ventures or established any subsidiary companies.

Names of companies which have become Subsidiaries, joint ventures, or associate companies during the financial year 2025-26: NIL

Names of companies which have ceased to be Subsidiaries, joint ventures, or associate companies during the financial year 2025-26: NIL

TRANSFER TO RESERVES

The Board of Directors did not propose to transfer any amount to reserves for the period under review.

DIVIDEND

Considering the estimated cash flow requirements and the need to conserve resources for future business operations, expansion, and growth, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2026.

Authorized Share Capital:

As on March 31, 2026, the authorized share capital of the Company stands at INR. 19,00,00,000/- (Indian Rupees Nineteen Crores Only) divided into 3,80,00,000 (Three Crores Eighty Lakhs) equity shares of INR. 5/- (Indian Rupees Five Only) each.

Subscribed, Issued, and Paid-Up Capital:

As on March 31, 2026, the Subscribed, Issued, and Paid-up Capital of the Company stands at INR 17,88,73,470/- (Indian Rupees Seventeen Crores Eighty-Eight Lakhs Seventy-Three Thousand Four Hundred and Seventy Only) comprising 3,57,74,694 (Three Crores Fifty-Seven Lakhs Seventy-Four Thousand Six Hundred and Ninety-Four) Equity Shares of INR 5/- (Indian Rupees Five Only) each.

During the year, the issuance and allotment of securities were conducted as follows:

In accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted the Statement of Deviation(s) or Variation(s) confirming that there has been no deviation or variation in the utilisation of the proceeds of the preferential issue (INR 2,981.16 Lakhs raised on August 07, 2024). Of the said proceeds, INR 2,247.00 Lakhs stood utilised up to March 31, 2026 in accordance with the objects approved by the shareholders, and the balance remains held/earmarked for the approved objects.

The detailed statement in this regard has been filed with the National Stock Exchange of India Limited

(NSE) on May 27, 2026, under the corporate announcements section.

DIRECTORS

As on March 31, 2026, the Company has 5 (Five) Directors with an optimum combination of Executive and Non-Executive Directors.

The Board comprises of 4 (Four) Non-Executive Directors, out of which 2 (Two) are Independent Directors.

Note: Mr. Purav Dineshchandra Shah, Non-Executive Director (DIN: 05126728), resigned from the directorship of the Company with effect from August 13, 2026.

The current composition of the Board is as following:

Resignation/ Retirement of Director/KMP:

During the year under review- a. Mr. Gaurav Jindal (DIN: 06892227) resigned from the post of Independent Directorship with effect from June 11, 2025. b. Mr. Mukunda Raghavendra (DIN: 10060683) retired from the Whole Time Directorship of the company with effect from January 31, 2026.

Appointment / Reappointment of Director/KMP:

During the year under review, the following appointment/reappointment of Director(s)/KMP took place-

a. Mrs. Gurprit Kaur was appointed as Company Secretary and Compliance Officer of the

Company with effect from April 07, 2025 to fill the vacancy incurred due to resignation of Mrs. Poonam Jain from the post of Company Secretary and Compliance Officer.

b. Mrs. Pooja Jain (DIN 08985766) and Mr. Sachin Khandelwal (DIN 07448157) were appointed as Non- Executive Independent Directors of the Company with effect from June 20, 2025.

Change in Designation:

During the year under review, the following Change in designation of Director(s) took place-a. Mr. Purav Dineshchandra Shah (DIN: 05126728) was redesignated as Non-Executive Non-Independent Director of the Company with effect from June 27, 2025.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Pursuant to provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Ankita Handa (DIN: 08690084), Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment to the office of directorship.

A Brief profile of Mrs. Ankita Handa along with the nature of her expertise and the number of companies in which she hold directorship and membership / chairmanship of committees of the Board and other requisite details, as stipulated under Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations" or "SEBI (LODR) Regulations, 2015") and Secretarial Standard 2 as issued by the Institute of Company Secretaries of India is given below.

Mrs. Gurprit Kaur is Company Secretary and Compliance Officer.

There were no appointment(s)/resignation(s) of Key Managerial Personnel and Senior Managerial Personnel during the year except as follows:

BOARD AND COMMITTEE MEETINGS

During the year under review, 7 (Seven) meetings of the Board of Directors were duly convened and held in compliance with the Companies Act, 2013 and in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

The dates of Board meetings are as follows:

The Board of Directors confirms compliance and adherence to the Secretarial Standard 1 and 2 as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that:

a. They meet the criteria of independence as prescribed under section 149(6) of the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; b. They have registered their names in the Independent Directors' Databank pursuant to Sub-rule

(1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto; c. None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience, and proficiency.

FAMILIARIZATION PROGRAM

During the financial year 2025-26, the Company continued to familiarise its Independent Directors with the business, operations and regulatory environment through various programmes and periodic interactions.

The Independent Directors were apprised, through meetings of the Board and its Committees, of their roles, rights, responsibilities and duties under the applicable laws. They were also provided regular updates on the Company's business model, operational and business verticals, industry developments, financial performance, statutory and regulatory changes, risk management framework, corporate governance practices and other significant business developments.

To enable them to gain a deeper understanding of the Company's operations, the Independent Directors interacted with the Senior Management and business heads, and were provided with such documents, reports, presentations and internal policies as considered necessary. These initiatives helped the Independent Directors remain well-informed and effectively contribute to the deliberations and decision-making process of the Board.

Weblink: https://cdn.shopify.com/s/files/1/0571/1996/5366/files/9._Familarization_program_of_ID.pdf? v=1689920308

PERFORMANCE EVALUATION, NOMINATION & REMUNERATION POLICY

The Company has in place a Performance Evaluation, Nomination and Remuneration Policy in compliance 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.

The Policy provides a comprehensive framework for identifying and recommending suitable candidates for appointment as Directors and members of the Senior Management, prescribing the criteria for determining qualifications, positive attributes and independence of Directors, and recommending their appointment or removal. It also sets out the principles governing the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel to ensure that the remuneration structure is fair, competitive and adequate to attract, retain and motivate competent professionals.

Further, the Policy lays down the methodology and criteria for the annual performance evaluation of the Board, its Committees and Individual Directors, and defines the roles and responsibilities of the

Nomination and Remuneration Committee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

Performance evaluation, nomination and remuneration policy is available on the website of the Company.

Weblink:https://cdn.shopify.com/s/files/1/0571/1996/5366/files/ 2._NRC_Policy_and_Board_Diversity_Policy.pdf?v=1689918744

Pursuant to the provisions of the Companies Act, 2013 read with the Rules made thereunder and Regulation 17(10) and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Board, its Committees and individual Directors was carried out during the year. The evaluation was based on various parameters including composition of the Board and its Committees, effectiveness of Board processes, participation and contribution of Directors, strategic guidance, governance practices and fulfilment of statutory responsibilities. The Independent Directors also evaluated the performance of the Non-Independent Directors, the Chairperson and the Board as a whole in a separate meeting held without the presence of the Non-Independent Directors and members of the management.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has established a structured framework for the annual evaluation of its own performance, that of its Committees and Individual Directors, including the Chairperson.

The evaluation was undertaken through a comprehensive assessment process covering, inter alia, the effectiveness of the Board and Committee composition, diversity of skills and experience, discharge of statutory and fiduciary responsibilities, quality of deliberations and decision-making, governance practices, strategic oversight and overall functioning of the Board and its Committees.

The performance of Individual Directors was evaluated based on various parameters including attendance and participation in meetings, quality of contribution to Board deliberations, strategic guidance, professional expertise, independent judgment and fulfilment of their roles and responsibilities. The performance of the Chairperson, Non-Independent Directors and the Board as a whole was evaluated by the Independent Directors, while the Independent Directors were evaluated by the entire Board, excluding the Director being evaluated.

In accordance with Schedule IV to the Companies Act, 2013 and the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 18, 2026, without the presence of the Non-Independent Directors and members of the Management. At the meeting, the Independent Directors reviewed the performance of the Non-Independent Directors, the Chairperson and the Board as a whole. They also assessed the quality, quantity and timeliness of the information and other support provided by the Management to enable the Board to effectively discharge its responsibilities.

Opinion of the Board

Based on the outcome of the evaluation, the Board is of the opinion that all the Directors, including the Independent Directors, possess the requisite integrity, expertise, experience and proficiency necessary for effectively discharging their duties and responsibilities. The Board further confirms that, in its opinion, the Independent Directors satisfy the criteria of independence as prescribed under the Companies Act, 2013 read with the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the Management.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms: i. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed; ii. that 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 as of March 31, 2026 and of Profit and Loss Account of the Company for that period; iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. that the Directors have prepared the Annual Accounts for the Financial Year ended March 31,

2026 on a going concern basis; v. that the Directors 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 vi. that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on NSE Emerge (National Stock Exchange of India Limited for small and medium-sized enterprises). The Company confirms that it has paid Annual Listing Fees to the stock exchange.

a) Statutory Auditors

M/s Abhilashi & Co, Chartered Accountants (FRN 016025N) were appointed as Statutory Auditors of the Company from the conclusion of 3rd Annual General Meeting till the conclusion of 8th Annual General Meeting of the company to be held in the year 2028.

The Company has received audit report for standalone audited financial statements of the Company for the financial year ended March 31, 2026 from the statutory auditors, M/s Abhilashi & Co, Chartered Accountants, and forms part of this Annual Report. There are no qualifications, reservation, adverse remarks, or disclaimer made by the Statutory Auditors in their Reports. b) Internal Auditors

Your directors had appointed M/s. R. Manmohan & Associates, Chartered Accountant, (FRN: 023546S), represented by R. Manmohan (ICAI Membership No. 212570), Proprietor, as Internal Auditor of the Company to conduct internal audit for FY 2025-26.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Priyanka Rajora, Practicing Company Secretary (CP No. 22886), Proprietor of M/s Rajora and Co., Practicing Company Secretaries (Peer Review No. S2020TL722100), was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, at the Annual General Meeting held on September 30, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to this Board's Report as Annexure 1.

The Secretarial Audit Report contains an observation regarding the delay in submission of the annual audited standalone financial results for the financial year ended March 31, 2025 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board's explanation on the said observation, as required under Section 204(3) of the Companies Act, 2013, forms part of this Report.

Explanation on the Observation of the Secretarial Auditor

The Secretarial Auditor has reported an observation regarding delay in submission of the annual audited standalone financial results for the financial year ended March 31, 2025 under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The financial results, which were required to be submitted to the stock exchange on or before May 30, 2025, were approved by the Board of Directors at the adjourned sitting held on July 02, 2025 of the meeting originally convened on June 30, 2025, and submitted thereafter, resulting in a delay of 33 days. The delay occurred due to technical issues encountered in the Company's Enterprise Resource Planning (ERP) system during the financial closing process. The ERP system generated incorrect data for certain ledger accounts, including instances where data pertaining to entities that were not in existence during the relevant period was reflected. Consequently, additional time was required to identify, rectify and validate the financial information to ensure the accuracy and reliability of the financial statements before their approval by the Board.

Subsequently, the Company received a notice from the National Stock Exchange of India Limited (NSE) for the said non-compliance.

The Company had filed a waiver application with NSE against the levy of fine. However, the waiver application was rejected, and the applicable fine was subsequently paid on September 30, 2025. The

Company has taken note of the observation and has strengthened its internal compliance monitoring mechanism to ensure timely compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

d) Cost Auditors

Appointment of Cost Auditor as per section 148 of the Companies Act, 2013, is not applicable to the Company.

ANNUAL RETURN

The Annual Return will be available on the website of the Company, as mandated under Section 92(3) read with Section 134 (3) of the Companies Act, 2013, and the same can be accessed at web link: https://newjaisa.com/pages/invesor-relation-of-newjaisa

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure 2 and forms the part of this Annual Report.

The statement containing particulars of the top ten employees in terms of remuneration drawn and of employees drawing remuneration in excess of the limits prescribed under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL. In terms of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the said statement, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the statement may write to the Company Secretary at cs@newjaisa.com.

The number of employees as on the closure of financial year March 31, 2026:

Female: 37 Male: 154 Transgender: 0

a) Whether any loan, guarantee is given by the company or securities of any other body corporate purchased- No b) Are there any reportable transactions on which section 186 applies? (whether or not- threshold exceeds 60% of its paid-up share capital, free reserves, and securities premium account or 100% of its free reserves and securities premium account)- No c) Brief details as to why transaction is not reportable- There are no Loans, Guarantees, or Investments during the FY 2025-26.

(a) Details regarding technology absorption as per Rule 8(3)(B)

Efforts made towards technology absorption: The Company has not undertaken any specific activities during the year towards technology absorption Benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable, as no new technology has been absorbed during the year under review. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): Details of technology imported: NIL

Year of import: Not Applicable

Whether the technology has been fully absorbed: Not Applicable

If not fully absorbed, areas where absorption has not taken place and reasons thereof: Not Applicable Expenditure incurred on Research & Development: NIL

(b) Details regarding energy conservation as per Rule 8(3)(A)

Steps taken or impact on conservation of energy: The Company's operations do not consume significant amounts of energy. Hence, specific steps towards energy conservation are not required. Steps taken by the Company for utilizing alternate sources of energy: Not Applicable, in view of comments above.

Capital investment on energy conservation equipment: Not Applicable. (c) Foreign exchange earnings and outgo as per Rule 8(3)(C)

Foreign exchange earned in terms of actual inflows during the year: NIL Foreign exchange outgo in terms of actual outflows during the year: NIL

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Board of Directors is responsible for ensuring that the Company has an adequate and effective system of internal financial controls. The Company has established internal financial controls commensurate with the nature, size and complexity of its business operations, which are operating effectively.

The internal control framework is designed to ensure the orderly and efficient conduct of business, safeguard the Company's assets, ensure compliance with applicable laws, regulations and internal policies, prevent and detect frauds and errors, maintain the accuracy and completeness of accounting records, and facilitate the timely preparation of reliable financial information.

The Management periodically reviews and evaluates the effectiveness of the internal financial control system and monitors compliance with the Company's operating procedures, accounting policies and statutory requirements. Based on such reviews, the Board is satisfied that the Company's internal financial controls are adequate and effective

MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors of the Company had duly constituted the Audit Committee on July 03, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, there were changes in the composition of the Audit Committee due to the resignation of Mr. Gaurav Jindal (Independent Director), the appointment of Mrs. Pooja Jain and Mr. Sachin Khandelwal as Independent Directors, and the re-designation of Mr. Purav Dineshchandra Shah as a Non-Independent Director. Accordingly, the composition of the Audit Committee as on March 31, 2026 is as under:

During the financial year ended on March 31, 2026, the Audit Committee met 4 (four) times viz. June 30, 2025 (adjourned to 2nd July 2025), August 22, 2025 (adjourned to 5th September 2025), November 13, 2025, and March 13, 2026 (adjourned to 18th March 2026).

The Company has established a Vigil Mechanism/Whistle Blower Policy to provide Directors and employees with a formal mechanism for reporting genuine concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct and applicable laws.

The mechanism provides adequate safeguards against victimisation of individuals who report such concerns in good faith and ensures that they are treated fairly. It also enables direct access to the Chairperson of the Audit Committee in appropriate cases to facilitate independent and impartial review of the matters reported.

The Whistleblower Policy of the Company may be accessed on the Company website at the link: https://cdn.shopify.com/s/files/1/0571/1996/5366/files/8._Whistleblower_Policy.pdf?v=1689918744

a) Composition of the Nomination and Remuneration Committee and its meetings:

The Board of Directors of your Company had duly constituted the Nomination & Remuneration Committee on July 03, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, there were changes in the composition of the Nomination and Remuneration Committee due to the resignation of Mr. Gaurav Jindal (Independent Director), the appointment of Mrs. Pooja Jain and Mr. Sachin Khandelwal as Independent Directors, and the re-designation of Mr. Purav Dineshchandra Shah as a Non-Independent Director. Accordingly, the composition of the Nomination and Remuneration Committee as on March 31, 2026 is as under:

During the financial year ended on March 31, 2026, the Nomination and Remuneration Committee met 5 (Five) times viz April 07, 2025, April 17, 2025, June 30, 2025 (adjourned to 2nd July 2025), September 25, 2025, and January 30, 2026.

b) Composition of the Stakeholders Relationship Committee and its meetings:

The Board of Directors of your Company had duly constituted Stakeholders Relationship Committee vide their meeting held on July 03, 2023 under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year under review, there were changes in the composition of the Stakeholders Relationship Committee due to the resignation of Mr. Gaurav Jindal (Independent Director), the appointment of Mrs. Pooja Jain and Mr. Sachin Khandelwal as Independent Directors, and the redesignation of Mr. Purav Dineshchandra Shah as a Non-Independent Director. Accordingly, the composition of the Stakeholders Relationship Committee as on March 31, 2026 is as follows:

Note: Mr. Purav Dineshchandra Shah, Non-Executive Director (DIN: 05126728), resigned from the directorship of the Company with effect from August 13, 2026.

The current composition of the Stakeholders Relationship Committee is as follows:

During the financial year ended on March 31, 2026, the Stakeholders Relationship Committee met twice viz June 30, 2025 (adjourned to 2nd July 2025) and November 13, 2025.

c) Composition of the IPO Committee and its meetings:

The Board of Directors of your Company had duly constituted IPO Committee vide their meeting held on July 03, 2023. The Board dissolved the IPO Committee at its meeting held on April 17, 2025, its purpose having been served; no meeting of the IPO Committee was held during the financial year ended March 31, 2026.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at https://cdn.shopify.com/s/files/1/0571/1996/5366/files/4._Policy_on_Sexual_Harassment_1.pdf? v=1690281293

The Company has constituted an Internal Complaints Committee (ICC) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to address complaints relating to sexual harassment at the workplace.

The Company's policy is applicable to all women employees, including permanent, contractual, temporary employees and trainees, as well as women visiting the Company's premises for any official purpose. The Company is committed to providing a safe, secure and respectful work environment that is free from sexual harassment in any form, whether physical, verbal or psychological.

During the financial year under review, no complaints relating to sexual harassment were received by the Internal Complaints Committee.

RISK MANAGEMENT

The Company has established a structured risk management framework to identify, assess, monitor and mitigate key business risks that may impact its operations, financial performance or strategic objectives. The framework facilitates timely identification of existing and emerging risks and ensures that appropriate mitigation measures are implemented to minimise their potential impact and support the sustainable growth of the business.

The Board periodically reviews the key risks faced by the Company and the effectiveness of the measures adopted to manage such risks. Further details on the Company's risk profile and mitigation measures are provided under the "Threats, Risks and Concerns" and "Internal Control Systems and their Adequacy" sections of the Management Discussion and Analysis Report.

In terms of Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to the constitution of a Risk Management Committee are not applicable to the Company, being an SME-listed entity.

EMPLOYEE STOCK OPTION SCHEME

Your Company has Newjaisa Technologies Employee Stock Option Plan 2023 with a pool of 32,09,174 options. The ESOP Scheme is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Schemes as required under the abovementioned SEBI Regulations are available on the Company's website: https://newjaisa.com/pages/invesor-relation-of-newjaisa

The Certificate from the Secretarial Auditor of the Company under regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 stating that the scheme(s) has been implemented in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended, from time to time and in accordance with the resolution of the company in the general meeting, is annexed to this Report as Annexure - 4 and will also be available for inspection by the members at the ensuing AGM.

The disclosures with respect to the Employee Stock Option Scheme of the Company pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 as on March 31, 2026 are annexed to this Report as Annexure - 5 and have also been uploaded on the website of the Company and can be accessed at https://newjaisa.com/pages/invesor-relation-of-newjaisa.

Web-link: https://cdn.shopify.com/s/files/1/0571/1996/5366/files/NewJaisa_ESOP_scheme_2023_1.pdf? v=1706694983

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 read with rules made thereunder, during the financial year were in the ordinary course of business and on arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, as a prudent corporate governance practices the Board of Directors have approved such related party transactions in respective Board Meeting under the said provisions.

Regulation 23 of the SEBI Listing Regulations is applicable to the Company pursuant to the proviso to Regulation 15(2)(b) of the said Regulations, and the Company has complied with the requirements thereof. The Policy on Materiality of and Dealing with Related Party Transactions is available on the website of the Company. All related party transactions entered into during the year were approved by the Audit Committee, including by way of omnibus approval wherever applicable; there were no material related party transactions requiring the approval of the Members; and the disclosures of related party transactions have been submitted to the Stock Exchange on a half-yearly basis in terms of Regulation 23(9) of the SEBI Listing Regulations. Disclosures of transactions of the Company with the promoter / promoter group holding 10% or more shareholding, as required under Para A(2A) of Schedule V of the SEBI Listing Regulations, are set out in Note 25(b) to the audited financial statements.

The Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-3 to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year ended March 31, 2026 is forming part of the Board Report/Annual Report.

CORPORATE GOVERNANCE:

Since, the Company has listed its specified securities on the EMERGE Platform of NSE therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Report on Corporate Governance does not form part of this Directors Report.

The provisions of Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are presently not applicable to the Company. However, the Company remains committed to maintaining high standards of governance and ethical conduct.

Your Company follows robust corporate governance practices, prudent risk management, and maintains a proactive approach towards identifying emerging opportunities. Emphasis is placed on stakeholder value creation and transparency, with the adoption of best-in-class disclosure methodologies.

Further, the Company voluntarily endeavors to comply with the non-mandatory requirements of corporate governance to the extent possible, and continues to take necessary actions at appropriate times to align with stakeholder expectations.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year 2025-26, as the Company does not satisfy the applicability criteria prescribed under the Act based on the immediately preceding financial year.

During the financial year ended March 31 2025, the Company incurred a loss before tax of INR 12,409,157.78/- and, accordingly, was not required to constitute a CSR obligation or incur any expenditure towards CSR activities for FY 2025-26.

The Corporate Social Responsibility (CSR) Policy adopted by the Company continues to be available on the Company's website at: https://cdn.shopify.com/s/files/1/0571/1996/5366/files/17._CSR_Policy.pdf?v=1689918744.

COMPANY'S WEBSITE:

Your Company has developed and maintained its fully functional website www.newjaisa.com, which has been designed to exhibit the Company's businesses upfront on the home page and all the relevant details about the Company.

The website carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the non-mandatory information of Investors' interest / knowledge has been duly presented on the website of the Company.

COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

Pursuant to the requirements of the Listing Regulations and the Companies Act, 2013, the Company has adopted a Code of Conduct and Ethics ("the Code") applicable to the members of the Board, Senior Management Personnel, executive officers, and all employees of the Company.

The Board members and Senior Management Personnel have confirmed their compliance with the Code for the financial year ended March 31, 2026.

GENERAL

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

a. The Company has neither accepted nor renewed any deposits from the public or otherwise in terms of Section 73 of the Companies Act, 2013 read with the rules made thereunder and as such no amount on account of principal or interest thereon on deposits from public was outstanding as on the date of Balance Sheet.

b. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c. The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

d. There is no issue of equity shares with differential rights as to dividend, voting or otherwise.

e. There were no significant or material orders passed by the Regulators, Courts or Tribunals which impact the going concern status and Company's operations in future.

f. In addition to the information mentioned in this annual report, there were no material changes and commitments affecting financial position of the company between March 31, 2026 and the date of this Board's Report. g. The Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013 and therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

h. Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013 is not required by the Company and accordingly such accounts and records are neither made nor maintained.

i. There is no one time settlement done with bank or any financial institution. Hence, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

j. There is no proceeding pending under the Insolvency and Bankruptcy Code 2016.

k. The Company is in compliance with the applicable provisions of the Maternity Benefit Act,

1961, as amended from time to time. Necessary measures and policies are in place to ensure that all eligible employees receive the benefits and protections mandated under the Act.

OTHER DISCLOSURES:

Your directors state the status of disclosure or reporting requirement in respect of the following items, for the transactions/events related to these items during the year under review:

a. Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V shall not apply to the Company.

b. Investors Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, during the financial year ended March 31 2026, there is no outstanding amount to be transferred to Investor Education and Protection Fund.

c. Disclosures with respect to Demat suspense account/ unclaimed suspense account

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which are required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

d. Disclosure of certain types of agreements binding listed entities

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

APPRECIATIONS & ACKNOWLEDGEMENTS

Your directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.