Your directors have pleasure in presenting their Report for
the financial year ended 31^st March, 2026.

FINANCIAL RESULTS

The Audited Financial statements (both Standalone and
Consolidated) for the year ended 31^st March 2026, and the
report of the Auditors thereon are being circulated with this
report. The Salient features of the Consolidated financial
results are as follows:

PERFORMANCE REVIEW & STATE OF COMPANY’S
AFFAIRS

Your Company delivered a robust financial and operational
performance during the financial year 2025-26, driven
by improved sales realizations, enhanced operational
efficiencies, and strong performance of the Cement Division.

Gross Turnover from continuing operations increased
marginally by 1.6% to Rs. 2,136.91 crores as against Rs.
2,103.57 crores in the previous financial year. Net Turnover
grew by 4.4% to Rs. 1,422.08 crores from Rs. 1,362.10
crores, reflecting improved business performance during
the year.

Operating profitability from continuing operations before
exceptional items witnessed significant improvement, with
EBITDA increasing by 57.8% to Rs. 221.57 crores from Rs.
140.41 crores in FY 2024-25. Consequently, the EBITDA
margin improved from 10% to 16%, primarily on account
of better operational efficiencies, cost optimization, and
improved product realizations.

Profit Before Tax (PBT) from continuing and discontinued
operations more than doubled to Rs. 104.30 crores as
compared to Rs. 42.80 crores in the previous financial year,
registering a growth of 143.7%, mainly driven by higher
operating profits.

The Profit After Tax (PAT) increased significantly by 278.6%
to Rs. 95.39 crores vis-a-vis Rs. 25.20 crores in the previous
year FY 2024-25, with the PAT margin improving from 2%
to 7% despite after absorption of losses of Rs. 28.36 crores

sustained by Doors division discontinuance.

The Cement Division remained the primary driver of the
Company's performance, contributing approximately 82%
of the total net turnover and 90% of the total EBITDA
during the year. The improved profitability of the Division
was supported by better sales realisation and operational
efficiencies. Your Company commissioned 0.66 MTPA
cement grinding facility at Thallapalem, near Anakapalle,
Visakhapatnam, Andhra Pradesh in November 2025. With
this the overall cement production capacity of the Company
stands enhanced from 3.30 MTPA to 4.00 MTPA.

The Boards Division contributed approximately 10% of
the Company's net turnover and 6% of the total EBITDA
during the year. The Company continues to focus on
strengthening this businesses through enhanced branding
initiatives, expanded market outreach, improved customer
engagement, and operational excellence to drive sustainable
growth.

The Ready mix concrete (RMC) division contributed 8% of
the Company's net turnover and 2% of the total EBITDA
during the year.

Overall, the Company's strong operating performance,
improved profitability, and continued focus on efficiency
enhancement have strengthened its financial position.
The Board remains confident that the Company's strategic
initiatives, disciplined execution, and focus on its core
businesses will support sustainable growth and create long¬
term value for all stakeholders.

Consolidated Financial Statement

The Consolidated Financial Statement has been prepared in
accordance with Indian Accounting Standards (Ind AS) as per
the Companies (Indian Accounting Standards) Rules, 2015
notified under Section 133 of the Companies Act, 2013 and
other relevant provisions of the Companies Act,2013.

SHARE CAPITAL

Authorised share capital:

The Authorised share capital of the company is Rs.
62,00,00,000/- comprising of 6,20,00,000 Equity Shares of
Rs. 10/- each as on March 31, 2026.

Paid-up share capital:

As on March 31, 2026, the paid-up share capital of the
company was Rs. 45, 23, 27,900/- divided into 4,52,32,790
equity shares of Rs. 10/- each and there were no changes
in the share capital of your Company during the year under
report.

TRANSFER TO RESERVES

During the financial year under review, pursuant to the
provisions of the Companies Act, 2013, your Board has
decided to transfer a sum of Rs. 30 crores to the General
Reserve of the Company.

SUBSIDIARY COMPANIES & JOINT VENTURES

As the shareholders are aware, the Company had acquired
Tern Distilleries Private Limited (TDPL), its wholly owned
subsidiary, for the purpose of establishing a new cement
grinding unit near Visakhapatnam. The Company is pleased
to inform that the new cement grinding unit, with an
installed capacity of 0.66 MTPA commenced commercial
operations in November 2025.

Consequent to the commissioning of the new grinding
unit, the Company's total cement production capacity
has increased from 3.30 MTPA to 4.00 MTPA, further
strengthening its manufacturing footprint and enhancing
its ability to cater to the growing demand across its key
markets.

Vishwamber Cements ltd

During the year under review, there were no business
operations in Vishwambhar Cements Limited (VCL), the
Company's wholly owned subsidiary, which was acquired
primarily for its mining lease covering 322.06 acres of
limestone-bearing land.

The Company is evaluating amalgamation of its wholly
owned subsidiaries with the Company, subject to the
requisite statutory and regulatory approvals. The proposed
amalgamation is expected to facilitate consolidation of
assets, enable the limestone mines to become captive
mines of the Company, simplify the corporate structure, and
enhance operational and administrative efficiencies.

There are no Material subsidiaries for the Company for the
year under review.

JV Partnership with NCL Buildtek Ltd

As reported in the earlier Annual Reports, your Company,
in consortium with NCL Buildtek Limited, had secured an
order valued at Rs.1863 Crores from Andhra Pradesh State
Housing Corporation Limited (APSHCL) for the supply of
pre-painted GI steel window frames with glazed shutters
and GI powder-coated door frames. However, against the
total order value, orders aggregating only Rs. 46.07 Crores
have been received and executed by the joint venture to
date. In view of the limited execution of the project, the
continued operating losses incurred by the joint venture
and the ongoing process for its closure and dissolution, the
Company has, based on an assessment of the recoverability
of its investment, recognized a provision for diminution in
the value of its investment amounting to Rs. 4.14 crores
during the year under review. The provision has been
recognized as an Exceptional Item in the Statement of Profit
and Loss. Further details are provided in the Notes to the
Financial Statements.

The Statement containing salient features of the financials
of Subsidiaries / Associate Companies / Joint Ventures
Pursuant to first proviso to sub-section (3) of Section 129
read with rule 5 of Companies (Accounts) Rules, 2014 in
form AOC-1 is enclosed as Annexure-B.

Material changes and commitments if any affecting
financial position of the companyFinancial

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 2025-26
and the date of this report. The existing sanctioned credit
limits from multiple Banks to the Company were utilized to
support its operational activities.

OPERATIONS AND NEW PROJECTSCement Division

The Company commissioned its new grinding unit near
Visakhapatnam on land owned by its wholly owned
subsidiary, Tern Distilleries (P) Ltd. With the commissioning
of this unit, the Company's overall cement production
capacity increased from 3.30 MTPA to 4.00 MTPA.

Doors Division- Discontinuance

During the year, the Company discontinued the operations
of the Doors Division following a review of its continued
operational and commercial challenges. The decision was
taken as a strategic measure to enable the Company to
focus on its core businesses, improve operational efficiency
and strengthen its overall financial performance.

Notwithstanding the one-time impact of Rs. 28.36 crores
arising from the losses sustained by the Doors Division
up to its discontinuance, the Company has delivered a
substantial improvement in profitability during the year. This
performance reflects the resilience of the Company's core
businesses and the improvement in its overall operational
performance.

Solar & Wind- Hybrid Project 130 MW at Tuticorin

During the year under review, the Company commenced
establishing a 130 MW Solar and Wind Power Project,
to be implemented in a phased manner by FY 2027-28.
Phase I of the project envisages the installation of 50
MW of renewable energy capacity. This initiative reflects
the Company's commitment to sustainable operations,
enhanced energy efficiency, and reduction of its carbon
footprint.

DIVIDEND

Your Directors are pleased to recommend a final dividend
of Rs. 2.00 per equity share of the face value of Rs. 10 each
(20%) for the financial year ended March 31, 2026, payable
to those shareholders whose names appear in the Register
of Members or in the records of the Depositories as on the
Record Date.

The total dividend for the financial year 2025-26, including
the interim dividend of 15% already paid, amounts to 35%
(Rs. 3.50 paise per equity share of Rs. 10 each), subject to
the approval of the shareholders at the ensuing Annual
General Meeting.

In accordance with the provisions of Section 134 (3) (c)
of the Companies Act, 2013, and on the basis of the
information furnished to them by the concerned accounting
professionals, your Directors confirm that:

I. All applicable accounting standards have
been followed in the preparation of annual
accounts and that there are no material departures.

II. The Directors 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 of the
Company for the year ended on that date.

III. 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.

IV. The Directors prepared the Annual Accounts on a
going concern basis.

V. Proper internal financial controls were in

place and that the financial controls were
adequate and were operating effectively.

VI. Appropriate systems were devised to ensure

compliance with the provisions of all

applicable laws were in place and were adequate and
operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONS (KMP)
Independent Directors

During the year under review, there was a change in
Independent Directors,

• Dr. R. Kalidas (Technology) and Lt.General T.A.Dcunha
(Retd) (Materials Management & Logistics) Completed
their second term as Independent Directors w.e.f 13^th
August 2025. Your Board wishes to place on record its
profound appreciation of their immense contribution.

• Mrs. P. Sudha Reddy (Woman Entrepreneur) first term
as Independent Director ended on 03^rd January 2026.
Owing to her preoccupations, she chose not to seek
re-appointment for a second term.

• As reported in previous report Mrs. Renu Challu, was
appointed as Independent Director on the Board for
the first term of five years w.e.f 08^th August 2025 and
her appointment was approved by the Shareholders
in the previous Annual general meeting held on 25^th
September 2025. She was also appointed as the
Chairperson of the Board of Directors w.e.f 14^th August
2025.

• Dr. A S Durga Prasad was inducted as Independent
Director on the Board effective 22^nd January 2026 as
recommended by the Nomination and Remuneration
Committee, the said appointment was approved by
the shareholders through Postal Ballot in the month of
March 2026.

Overall, during the end of the year four Independent Directors
Mrs. Renu Challu (Banking, Finance, Administration) Mr.
P Rajagopal Reddy (Industrial Management), Mr. S K
Subramanian (finance, accounting and Taxation) and Dr. AS
Durga Prasad (strategic finance professional) constitute the
current team of Independent Directors.

The number of Independent Directors was in conformity
with the SEBI (LODR) Regulations throughout the year.
Persons from diverse fields of expertise and experience have
been invited to join the Board as Independent Directors
to ensure that the company gets the optimum benefit of
wisdom and expertise.

Your company follows a policy of total transparency and
proactive information flow to the Independent Directors, in
order to avail the optimum benefit of their experience and
expertise.

The Independent Directors also actively participate in the
Board and Committee proceedings, and offer constructive
suggestions, which are implemented by the company
after deliberations in the full Board. Apart from this, the
Independent Directors hold separate meetings and evaluate
the performance of the Board and individual Directors
- Executive and Non-Executive. The feedback on the
evaluation of varied attributes is furnished to the company
on a confidential basis.

The terms and conditions of appointment of independent
directors are as per Schedule IV of the Act. The Company
has received the requisite declarations from all Independent
Directors confirming that they continue to meet criteria of
independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations and there
has been no change in their status as independent director
during the year and the period of their association with the
Company. The Independent Directors have also confirmed
compliance with the Company's Code of Ethics and
Business Conduct and the Code for Independent Directors
prescribed under Schedule IV of the Act.

Executive Directors

There were five Executive Directors namely Mr. K Ravi,
Vice Chairman, Mr.K.Gautam, Managing Director, Mr. Utkal
B. Goradia & Mrs. Roopa Bhupatiraju, and Mr. NGVSG
Prasad, ED & CFO at the beginning of the year. Mr. K.
Gautam, Managing Director & Mrs. Roopa Bhupatiraju,
Executive Director resigned to their Executive positions.
At the recommendation of Nomination & Remuneration
Committee Mr. K Ravi, Vice chairman was appointed as
Vice chairman & Managing Director by the Board w.ef.
03^rd December 2025 and Mr. K. Gautam, & Mrs. Roopa
Bhupatiraju were appointed as Directors in Non-executive
capacity. The said appointments were approved by the
Shareholders through Postal Ballot in the month of January
2026.

At the end of the financial year and as on the date of this
report, there are three Executive Directors namely Mr.
K Ravi, Vice Chairman & Managing Director; Mr. NGVSG
Prasad, ED & CFO and Mr. Utkal B Goardia, Executive
Director.

In the previous Annual General Meeting held on 25^th
September 2025, Mr. NGVSG Prasad was re-appointment
as Executive Director & CFO w.e.f. October 1, 2025 for
a period of five year (5) years with an upward revision in
remuneration.

Key Managerial Personnel

Mr. T. Arun Kumar, Company Secretary & Compliance
Officer, retired from the services of the Company upon
superannuation with effect from 1^st October 2025.
Consequently, Mrs. M. Divya Bharathi was appointed as the
Company Secretary & Compliance Officer and Nodal Officer
under the IEPF Rules with effect from 1^st October 2025.

The Board places on record its appreciation for the valuable
services rendered by Mr. T. Arun Kumar during his tenure.

Non-Executive Directors

As at the end of the financial year 2026, there are three
Non-Executive Directors namely Mrs. Pooja Kalidindi, Mr.
K Gautam, Mrs. Bh Roopa, apart from the Independent
Directors.

Retirement by Rotation

Mr. NGVSG Prasad and Mrs. Pooja Kalidindi retire by
rotation at the ensuing Annual General Meeting and are
eligible for reappointment.

Particulars of Directors whose appointment / reappointment
sought are given in Annexure C to this Report as part of
the Report on Corporate Governance under SEBI (LODR)
Regulations, 2015.

BOARD MEETINGS

During the year under review, Seven Board meetings were
held on 30^th May 2025, 08^th August 2025, 25^th September
2025, 14^th November, 2025, 03^rd December 2025, 22^nd
January 2026 & 13^th February 2026. The maximum time
gap between any two consecutive meetings was within the
period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Board has constituted various committees as required
under the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015. The details of such Committees are
given in Annexure - A as a part of the report on Corporate
Governance.

PLANS FOR ORDERLY SUCCESSION FOR
APPOINTMENTS TO BOARD ETC:

The Board and the Nomination and Remuneration
Committee periodically review succession planning for
appointments to the Board and senior management. Your
Company has an ongoing process for orderly succession
of appointments to the Board and senior management
positions as appropriate.

CORPORATE GOVERNANCE

A separate report of compliance with the provisions
relating to Corporate Governance as required SEBI (LODR)
Regulations, 2015 is enclosed as Annexure 'A’ and forms
part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has Complied with the applicable Secretarial
Standards (as amended from time to time) issued by The
Institute of Company Secretaries of India and approved
by Central Government under section 118(10) of the
Companies Act, 2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Your company did not figure in the top 1000 listed entities
based on market capitalization as on 31^st December, 2025
as per notification issued by Securities Exchange Board
of India. Hence the requirement to furnish BRSR is not
applicable to the company.

RISK MANAGEMENT

Your Company has a system of constantly identifying and
monitoring the risks that the company may be exposed to.
The Risk Management Committee is headed by Independent
Director as Chairman. The Committee also constitutes One
Executive Director, two Independent Directors & Two Non¬
Executive Directors. As and when required, the Committee
reviews various risks and steps taken to manage the risks.
The Board is of the opinion that there are no elements
of risks that may threaten the existence of the Company.
Kindly refer Point No. 40 of notes to financial statements
on financial risks.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial
controls with reference to financial statements. These have
been designed to provide reasonable assurance with regard
to recording and providing reliable financial information;
complying with applicable statutes; safeguarding assets from
unauthorized use; ensuring that transactions are carried out
with adequate authorisation and complying with defined
Policies and Procedures. Such controls have been assessed
during the year, based on the results no reportable material
weakness in the design or operation of such controls was
observed. Nonetheless, your Company recognizes that any
internal control framework, no matter how well designed,
has inherent limitations and accordingly, regular audit and
review processes ensure that such systems are reinforced
on an ongoing basis.

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

The company has not granted any loans, given any
guarantees during the year to any of its Subsidiaries. Inter
Corporate loans were granted to group company during
the year were repaid. No Inter-Corporate Loans/advances
were outstanding as on 31st March 2026 which would be
covered under section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

The Related Party Transactions entered during the financial
year 2025-26 were in ordinary course of business and at
arm's length basis. Your Company did not enter into any
Material Related Party Transactions during the year under
review. Transactions entered into with the related parties

are pursuant to the omnibus approval granted and specific
approvals by the Audit Committee and the Board of Directors
from time to time. These transactions were reviewed by the
Audit Committee on quarterly basis. Pursuant to Section
134 (3) (h) of the companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, the details of the
Related Party Transactions are contained in Annexure D to
this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion & Analysis Report is annexed
as Annexure 'E’ to this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:

During the year under review, no significant or material
orders were passed by any regulatory/statutory authorities
or courts / tribunals against the company impairing its going
concern status and operations in future.

However, members' attention is drawn disclosures under
Corporate Governance report and to the statement on
contingent liabilities and commitments in the notes forming
part of the financial statements.

OTHER DISCLOSURE (Fines levied by Stock Exchanges
BSE & NSE)

• The Company received notices from BSE and NSE
levying a fine of Rs. 3.39 lakhs (inclusive of GST) each
for delayed compliance with Regulation 17(1E) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, relating to the delay in constitution
of the Board Committees during August 2025.

• The Company was levied a fine of Rs. 46,000/- by the
NSE for delay in submission of Shareholder holding
pattern for quarter ended December 2025.

The Company filed application seeking waiver of the
fines. However, the waiver requests were not acceded
to by the Exchanges. Subsequently, the Company
availed a personal hearing and paid the fines under
protest.

• The Company observed that certain fines pertaining
to prior period matters were reflected as outstanding
in the records of BSE, including fines of ^10,000 plus
GST each for non-compliance with Regulation 44(3)
and Regulation 29(2) & 29(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, relating to delay in submission of voting results
for March 2019 and prior intimation to the Stock
Exchange regarding interim dividend declaration on
30^th November 2020, respectively. The said fines
had already been levied and paid by the Company at
the relevant time to NSE; however, the same were
subsequently reflected as outstanding in BSE records.
The Company remitted the amounts under protest.
These matters pertain to prior periods and do not
relate to the current reporting period.

The company has a CSR Committee as prescribed by the
Statute with Mr. P. Rajagopal Reddy, Independent Director
as Chairman. The Committee constitutes One Executive,
One Non-Executive and Two Independent Directors.
Your company has in place a CSR Policy which is available
at www.nclind.com. Your company's CSR activities are
focused on Education, Social Welfare, and Healthcare. One
CSR Committee meeting was held on 31^st March, 2026 and
reviewed the CSR activities.

Under the provisions of Section 135 of the Companies Act,
2013 an amount of Rs. 1.89 crores was required to be spent
on CSR activities for the financial year 2025-26. The CSR
expenditure incurred during the year was Rs. 5.07 crores
was spent during the year under review, leaving a balance of
Rs. 3.18 crores is eligible for set off against the mandatory
CSR obligation for the succeeding years. The Annual Report
on CSR activities during the year under review is placed at
Annexure F to this Report.

VIGIL MECHANISM

Your Company believes in promoting a fair, transparent,
ethical and professional work environment. The Board
of Directors of the Company pursuant to the provisions
of Section 177 of the Companies Act, 2013 has framed
“Whistle Blower Policy” for Directors and employees of the
Company for reporting the genuine concerns or grievances
or cases of actual or suspected, fraud or violation of the
Company's code of conduct and ethics policy. The Whistle
Blower Policy of the Company is available on the Company's
website at: www.nclind.com.

During the financial year 2025-26, No complaints were
received by the Company.

INVESTOR EDUCATION & PROTECTION FUND

The Company has transferred an amount of Rs. 28.94
Lakhs relating to Dividends on the shares transferred to the
Investor Education & Protection Fund during the financial
year 2025-26.

Apart from above, the Company has also transferred
unclaimed Dividend amount of Rs.12.47 Lakhs and 26,542
Equity Shares to the Investor Education & Protection Fund
A/c on completion of 7 consecutive years as required by
Section 124(5) of the Companies Act, 2013 and the Rules
made there under,

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any Demat Suspense /
Unclaimed Suspense Account.

AGREEMENTS IMPACTING MANAGEMENT OR
CONTROL OF THE COMPANY

There are no binding agreements, among the Promoters or
other parties which impact the management or control of
the company or impose any restriction or create any liability
upon the company as envisaged by clause 5A of paragraph
A of Part A of Schedule III of the SEBI LODR 2015

FIXED DEPOSITS

Pursuant to the provisions of Section 73 to 76 of the
Companies Act, 2013, read with its relevant rules governing
deposits, the company has obtained the approval of its
members by way of passing a special resolution at the
Annual general meeting held on 29^th September 2014 for
inviting, accepting, renewing deposits from members and
public within the limits prescribed under the Companies
Act, 2013 and the rules framed thereunder.

As of 31^st March 2026, the deposits accepted by the
company from public and shareholders aggregated to
rupees Rs. 63.18 crores, which were within the prescribed
limits under Companies Act, 2013 and the rules framed
thereunder. The Company has repaid all the matured
deposits that have been claimed, and there have been no
defaults in payment of interest or repayment of principal.

Further, in accordance with the provisions of Companies
Act and the relevant rules made thereunder, the company
has obtained a credit rating “CRISIL A / Stable” for its Fixed
Deposits from CRISIL Ratings Limited (“the credit rating
agency”).

The details relating to the deposits covered under Chapter
V of the Companies Act, 2013 are given hereunder.

The details of the deposits which are not in compliance with
the requirements of Chapter V is Nil.

In accordance with Rule 16A of Companies (Acceptance
of Deposits) Rule, the monies received from the director,
if any, have been disclosed under relevant notes to the
financial statements.

PARTICULARS OF EMPLOYEES

The details of employees who have been in receipt of
remuneration envisaged by Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial personnel) vide MCA
Notification dated 30^th June, 2016 are annexed as Annexure
G to this Report.

AUDITORS

M/s M. Bhaskara Rao & Co, Chartered Accountants,
Hyderabad who have been appointed as statutory auditors
for a period of five years at the Annual General Meeting
held in 2022 who shall hold office till the conclusion of 46^th
AGM. Hence, they would continue as Statutory Auditors for
FY 2026-27and no reappointment/ratification of auditors
is being sought at the this AGM. They have confirmed that
they are not disqualified from continuing as auditors of the
company.

The Notes on the financial statements referred to in
the Independent Auditor's Report are self-explanatory.
The Auditor's report does not contain any qualification,
reservation, or adverse remark.

COST AUDIT

M/s S.R. and Associates, Cost Accountants have been
reappointed to conduct the cost audit pertaining to Cement
as well as RMC of the company for the year 2025-26. They
have been reappointed by the Board of Directors as Cost
Auditors of the Company for the Financial Year 2026-27.
The remuneration of the cost auditors is required to be
ratified by the members in terms of the relevant Rules.
Accordingly, the matter is being placed before the Members
for ratification at the ensuing Annual General Meeting.

The Cost Audit Report for the financial year ended March,
31^st, 2026 is under process and will be duly filed with
Ministry of Corporate Affairs.

SECRETARIAL AUDIT

Pursuant to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024, effective April 1, 2025,
M/s. A J Sharma & Associates, peer-reviewed Practising
Company Secretaries, Hyderabad was appointed as
Secretarial Auditor for a term of five consecutive years
from the financial year 2025-26 up to FY 2029-30, by the
shareholder in the previous AGM held on September 25,
2025.

M/s A. J. Sharma & Associates, Practising Company
Secretaries will continue to act as Secretarial Auditors of
the Company for the financial year 2026-27, being within
the approved tenure.

The Secretarial Audit Report pursuant to the provisions
of Section 204 of the Companies Act, 2013 is attached as
Annexure H to this Report. The observations made by the
Secretarial Auditor have been duly noted by the Board. The
Company has taken appropriate corrective steps to address
the procedural delays in the appointment of Committee
members and the related regulatory filings. Necessary
measures have also been put in place to ensure timely
compliance with the applicable regulatory requirements and
to avoid recurrence of similar delays.

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SECTION 143(12) OTHER THAN
THOSE WHICH ARE REPORTABLE TO CENTRAL
GOVERNMENT

No frauds were reported by the Auditors under Sub Section

12 of Section 143 of the Companies Act, 2013 read with
the Rules made there under.

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

The Company is committed to provide a safe and
conducive work environment to its employees. The
Company's Prevention of Sexual Harassment policy is
gender neutral encompassing the requirements of the ‘The
Sexual Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013 and the Rules made
there under. The Said policy is made available on website
www.nclind.com. The Company has constituted an Internal
Complaints Committee to redress complaints received
regarding sexual harassment.

During the year under review, there were no references or
complaints pursuant to the aforesaid Act.

DISCLOSURE UNDER MATERNITY BENEFIT ACT,1961

The Company is committed to providing a safe, inclusive,
and supportive workplace for its employees. The Company
has complied with the provisions of the Maternity Benefit
Act, 1961, and extends all statutory benefits to eligible
women employees in accordance with the applicable
provisions of the Act. There are 825 employees on rolls as
on 31^st March,2026 out of which 807 are male and 18 are
female employees. During the year under review no women
employee availed maternity leave/benefits.

AWARDS / CERTIFICATIONS

The following Awards were received by the company during
the year 2025-26

• Mattapally plant awarded as “Efficient Unit”
under Health & Safety Award category at the 4th
Environmental and Sustainability Award & Net Zero
Awards organized by the QCFI - Hyderabad Chapter.

• Awarded the CSR Excellence Award in recognition of the
Company's exemplary Corporate Social Responsibility
at the 4th Environmental and Sustainability Award &
Net Zero Buildings organized by the QCFI - Hyderabad
Chapter.

• Best Energy Efficient Unit, Mattapally at the 26th CII
National Award for Excellence in Energy Management
2025.

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

Particulars required under Section 134 (3) (M) of the
Companies act, 2013 read with Rule 8 (3) of the Companies
(Accounts) Rules, 2014 are furnished under Annexure 'I”
which forms part of this Report. Your company remains
committed to optimizing energy consumption across all
operational facets and efficient conservation measures are
continuously implemented wherever feasible.

There were no significant investments or developments in
this regard during the year under review. The technology
procured for the various operating Divisions has been fully
absorbed.

PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

There is no proceeding pending against the company under
the Insolvency and Bankruptcy Code, 2016 during the year
under review.

ONE-TIME SETTLEMENT WITH THE BANKS OR
FINANCIAL INSTITUTIONS

There was no instance of onetime settlement with any Bank
or Financial Institution during the year under review.

EXTRACT OF ANNUAL RETURN

The Annual Return as required under Section 92 and Section
134 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014
is available on the Company's website www.nclind.com.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their deep
appreciation for the valuable support and co-operation
extended to the Company by the financial institutions
and bankers, including Axis Bank, HDFC Bank, State
Bank of India, and Kotak Mahindra Bank. The Board also
acknowledges the assistance and support received from
various central and state government departments, as
well as the continued patronage of our dealers, stockists,
consumers, and depositors.

Your Directors are highly appreciative of the enthusiastic
support and loyalty demonstrated by the shareholders of
the Company.

The Board also wishes to place on record its appreciation
for the exemplary performance and hard work put in by the
dedicated team of executives and staff. Their handsome
contribution to the operations of the Company remains
invaluable to its growth.

FOR AND ON BEHALF OF THE BOARDRenu Challu
ChairpersonPlace: Hyderabad
Date: 07^th August 2026