Your directors take pleasure in presenting the 42^nd Annual Report on the operations of your Company and the Audited Accounts
for the financial year ended 31^st March, 2026, together with the Auditors' Report thereon.

Financial Results:

Your Company's results for the year, and the comparative figures for the previous year, are given below in a summarized format:
a) Standalone:

Note: Previous year’s figures are regrouped and presented wherever necessary.
b) Consolidated:

Note: Previous year’s figures are regrouped and presented wherever necessary.

Dividend:

Your directors declared and paid dividends for the financial year as per the following details:

Your directors wish to inform you that no further dividends
will be paid for the 2025-26 financial year.

Transfer to Reserves:

No amount is proposed to be transferred to the reserves
of the Company.

Operations:

Operations of the Company's three divisions for the year
under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs.
1,02,952 lakhs as against Rs. 89,008 lakhs in the
previous year, an increase of 15.67%.

Windmills:

The windfarm has been idle for several months since
the Power Purchase Agreement with the Andhra
Pradesh Transmission Corporation expired. It also does
not appear viable to use the wind power for captive
consumption.

Total:

The combined turnover of the Company, thus, was
Rs.1,02,977 lakhs for the year under review, as against
Rs.91,930 lakhs for the previous year.

Capital Structure:

There is no change in the capital structure during the
year.

Particulars of loans, Guarantees, security, and
Investments:

The Company gave a loan of Rs. 25.87 crores @ 6.87%
rate of interest to Nile Li-Cycle Private Limited, a wholly
owned subsidiary of the Company for project works.
Corporate Guarantee was given to Axis Bank against
the project loan taken by Nile Li-Cycle Private Limited.
No security is given by the Company to which provisions
of sections 185 and 186 of the Companies Act, 2013
are applicable. The Company has complied with the
provisions of sections 185 and 186 of the Companies
Act 2013 with respect to investments in wholly owned
subsidiaries as disclosed in the notes to accounts.

The Company provided a Corporate Guarantee up to an
aggregate sum of Rs.10 Crores on behalf of its wholly-
owned subsidiary, namely, Nile Overseas Enterprise
FZE, to Amalgamated Metal Trading Ltd (AMT) for the
purpose of hedging against the physical trading of Lead
on the London Metal Exchange (LME).

SUBSIDIARY COMPANIES:

Nile Li-Cycle Private Limited:

A separate statement containing the salient features of
the financial statements of the subsidiary companies in

Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.

Nirmalya Extracts Private Limited:

Your Company has decided to put on hold the planned
foray into the plant extract and phytochemical space
through its wholly owned subsidiary. Nirmalya Extracts
Private Limited. This is because of increased competition
in the space, lack of sufficient raw material availability,
and expected long gestation period for the project.

A separate statement containing the salient features of
the financial statements of the subsidiary companies in
Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.

Nile Overseas Enterprise FZE:

During the year, your Company incorporated a Wholly
Owned Subsidiary Company in Jebel Ali Freezone,
Dubai viz. Nile Overseas Enterprise FZE and subscribed
to 40 Equity shares @ 1,00,000 AED each on 11^th April,
2025 and 60 Equity shares @ 1,00,000 AED each on
27^th March, 2026.

A separate statement containing the salient features of
the financial statements of the subsidiary companies in
Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.

Eco Metal Trading FZCO:

Your Wholly Owned Subsidiary Company i.e. Nile
Overseas Enterprise FZE incorporated one Subsidiary
Company (51% shareholding) in Jebel Ali Freezone,
Dubai viz. Eco Metal Trading FZCO, on 16^th April, 2025.
and subscribed to 51 Equity shares @ 1,000 AED each.

A separate statement containing the salient features of
the financial statements of the subsidiary companies in
Form AOC-1 as per the provisions of Section 129 of the
Companies Act, 2013, read with Companies (Accounts)
Rules, 2014 as amended, and is attached in Annexure A.

Enviro Metal, LDA:

Your stepdown Subsidiary Company i.e. Eco Metal
Trading FZCO incorporated Wholly Owned Subsidiary
Company (100% shareholding) in Mozambique viz.
Enviro Metal,LDA, on 15th August, 2026 and subscribed
to 1 share @ 10,000,000 MT (Ten MillionMeticals) each
but capital not transferred due to the process of the
opening of the bank account. The financial statements
of the said subsidiary will be available only after 31st
December, 2026. Therefore, the particulars of financial
statements as required under Form AOC-1 are not
applicable for the FY 2025-26.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under the SEBI (LODR) Regulations,
2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this
report.

Integrated Management System (IMS):

The Surveillance Audits for the Integrated Management System of all three ISO standards,

i) ISO 9001:2015 Quality Management System (QMS)

ii) ISO 14001:2015 Environment Management System (EMS)

iii) ISO 45001:2018 Occupational Health & Safety Management System (OHSMS)

were completed successfully in May 2026, and the certificates for the three standards continue to be valid.
Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in
the ‘Management Discussion and Analysis Report' enclosed hereto, which forms an integral part of this Report (Refer
Annexure-C).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts)
Rules, 2014:

A. Conservation of Energy:

The energy conservation measures undertaken with the active participation of all employees has resulted in the
reduction of power consumption per ton for smelting operations at both the plants, and refining operations at Tirupati
plant.

B. Technology Absorption:

The existing technology in use has been fully absorbed, and no new technology adoption measures were initiated
during the year.

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned; (Rs. in Lakhs)

Directors & Key Managerial Personnel:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Sandeep Vuyyuru
Ramesh will retire by rotation at the ensuing annual general meeting, and, being eligible, offers himself for
reappointment.

Sri Sandeep Vuyyuru Ramesh was reappointed as Managing Director of the Company with effect from 12^th August,
2026, and his reappointment will be tabled at the Annual General Meeting to be held on 30^th September, 2026.

Sri Vuyyuru Ramesh was re-appointed as Executive Chairman of the Company with effect from 12^th August, 2025.

Sri Aditya Akkineni was appointed as an Independent Director of the Company with effect from 30^th September, 2025.

Statutory Auditors:

M/s. Gokhale & Co., Chartered Accountants, Hyderabad, having Firm Registration No.000942S, Chartered

Accountants has been the Auditors of the Company
for a period of two consecutive terms. Pursuant
to Section 139 of the Companies Act, 2013, an
audit firm which has completed two terms of five
consecutive years cannot be re-appointed as the
Auditor of the Company. Accordingly, the two terms
of five consecutive years of the present auditors
expires at the conclusion of the forthcoming 42^nd
Annual General Meeting. The Board of Directors of
the Company, based on the recommendation of the
Audit Committee, propose the appointment of M/s
M. Bhaskara Rao & Co, Chartered Accountants
(Firm Registration No. 000459S) as the Statutory
Auditors of the Company.

The Company has received a written consent,
eligibility letter and other necessary declarations
and confirmations from M/s M. Bhaskara Rao &
Co, stating that they satisfy the criteria provided
under Section 141 of the Companies Act, and that
the appointment, if made, shall be in accordance
with the applicable provisions of the Act and rules
framed thereunder. If approved by the Members,
the appointment of M/s M. Bhaskara Rao & Co,
Chartered Accountants as the Statutory Auditors
will be for a period of five consecutive years
commencing from the conclusion of 42^nd Annual
General Meeting till the conclusion of the 47^th
Annual General Meeting.

Cost Auditor:

Pursuant to the provisions of section 148 of the
Act read with the Companies (Audit and Auditors)
Rules 2014, and based on the recommendations
of Audit Committee, Board of Directors at their
meeting held on 4^th August, 2026 re-appointed Sri
G Madhavaiah, (Membership No:13220) as Cost
Auditor of the Company for the financial year 2026¬
27. A resolution seeking ratification of remuneration
payable to the Cost Auditor to conduct a cost audit
for the financial year 2026-27 has been included in
the notice convening 42^nd AGM of the Company.
The necessary consent letter and certificate of
eligibility were received from the cost auditor
confirming his eligibility to be re-appointed as the
Cost Auditor of the Company.

Secretarial Auditors:

Sri V. Mohan Rao, Practicing Company Secretary,
as the Secretarial Auditor for a period of five
consecutive Financial years commencing from
the conclusion of 41^st Annual General Meeting
till the conclusion of the 46^th Annual General
Meeting. In this regard, the Company has received
confirmation from the Auditors to the effect that
their continuation as Secretarial Auditor would be
in accordance with the provisions of Section 204 of
the Companies Act, 2013.

Secretarial Audit Report:

The Secretarial Audit Report for the Financial
Year 2025-26 issued by Sri V. Mohan Rao in the
prescribed Form MR-3 is enclosed with this Report.

The Secretarial Auditors' Report does not contain
any qualifications, reservation or adverse remarks
or disclaimer.

Annual Secretarial Compliance Report:

A Secretarial Compliance Report for the financial
year ended March 31, 2026 on compliance of
all applicable SEBI Regulations and circulars/
guidelines issued thereunder, was obtained from
Sri V. Mohan Rao, Practicing Company Secretary,
and submitted to the stock exchange.

Postal Ballot:

During the year under review, no postal ballot
resolutions were passed.

Compliance with Secretarial Standards on
Board and Annual General Meeting:

The Company has complied with the Secretarial
Standards issued by the Institute of Company
Secretaries of India.

Number of meetings of the Board:

Details of the same are disclosed in the Corporate
Governance Report.

Declaration of Independence:

All the Independent Directors have affirmed their
compliance with the criteria for Independence as
provided in Section 149(6) of the Companies Act,
2013.

Risk Management Policy:

The Board has adopted, and is implementing, a
suitable Risk Management Policy for the Company
which identifies therein different elements of risk
that may threaten the existence of the Company.

Annual return:

In accordance with the Companies Act, 2013, the
annual return in the prescribed format is available
at NILE-Annual Return 2025-26.

Deposits:

No deposits under Chapter V of the Companies
Act, 2013 were accepted or renewed during the
year.

Composition of Audit Committee and Vigil
Mechanism/Whistle Blower Policy:

Details of the same are disclosed in the Corporate
Governance Report.

Information as required under Section 134(3)
(e), Section 178(3) of the Companies Act, 2013
and Rule 8(4) of the Companies (Accounts)
Rules, 2014:

Refer Annexure D

Disclosures pursuant to Section 197(12) and
Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,
2014:

Refer Annexure E

Annual Report on Corporate Social
Responsibility (CSR) activities in accordance
with Rule 8 of Companies (CSR Policy) Rules,
2014:

Refer Annexure F

Performance Evaluation:

The Board evaluated the effectiveness of its
functioning, and that of the Committees and
of individual Directors. The Board sought the
feedback of Directors on various parameters such
as:

• Degree of fulfillment of key responsibilities

• Clarity on the functional requirements of the
Directors on the Board as well as on the
Committees

• Co-operation between the Directors

• Quality and dynamics of the relationship
between Management and Independent
Directors.

The Chairman met each of the Directors
individually, and obtained the feedback.

The Directors then discussed these inputs, and
also reviewed the performance of the Directors,
and the Committees as well as the Board as a
whole.

There was consensus that the performances of
the Directors, the Committees, and the Board were
entirely satisfactory. There was also satisfaction
regarding the co-operation and co-ordination
among the Directors.

The Directors resolved to continue to guide the
Company in the path of growth, with a social
conscience.

Employees:

A statement showing names and other particulars
of the top ten employees and employees drawing
remuneration in excess of the limits prescribed
under Rule 5(2) of the said rules is provided in
“Annexure G”. However, as per the provisions
of Section 136(1) of the Act, the Annual Report
is being sent to all the Members excluding the
aforesaid statement. The statement is available for
inspection at the Registered Office of the Company
during working hours up to the date of the 42^nd
Annual General Meeting.

No employee was in receipt of remuneration more
than the limit prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

Directors’ Responsibility Statement:

Your Directors, in terms of Section 134(5) of the
Companies Act, 2013, state that:

(a) In the preparation of the annual accounts,

the applicable accounting standards had
been followed along with proper explanation
relating to material departures;

(b) The Directors had 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 and loss of the Company for that
period;

(c) The Directors had 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;

(d) The Directors had prepared the annual
accounts on a going concern basis; and

(e) The Directors had laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and were operating effectively.

(f) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related
Party Transactions and manner of dealing with
related party transactions which is available on
the Company's website at the link: http://www.
nilelimited.com/policies.html. All related party
transactions entered into during FY 2025-26 were
on an arm's length basis and in the ordinary course
of business. No material related party transactions
were entered into during the financial year by the
Company. Accordingly, the disclosure of related
party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is attached in
Annexure B.

Prevention of Insider Trading:

Pursuant to SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018, the Company
has adopted the Code of Internal Procedures and
Conduct for Regulating, Monitoring, and Reporting
of Trading by Designated Persons and their
Immediate Relatives along with the Code of Fair
Disclosures.

Designated Person for furnishing or providing
information to the Registrar of Companies with
respect to beneficial interest in shares of the
Company:

Pursuant to Rule 9 of the Companies (Management
and Administration) Rules, 2014 and other
applicable provisions of the Companies Act, 2013,

the Board of Directors of the Company designated Company Secretary of the Company for furnishing or providing
information to the Registrar of Companies with respect to beneficial interest in shares of the Company.

Particulars of Significant/Material orders passed, if any:

During the year under review, there were no significant and/or material orders passed by any Regulator/ Court/
Tribunal which could impact the going concern status of the Company and its operations in the future

New Labour Codes:

On November 21, 2025, the Government of India notified four Labour Codes - the Code on Wages, 2019, the
Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working
Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft
Central Rules and FAQs to enable assessment of the financial impact due to change in regulations. The Company
has assessed the new codes, and they have no impact in the standalone statement of profit & loss for the quarter and
year ended 31.03.2026. The company continues to monitor the finalisation of Central/State rules and clarifications
from the government on other aspects of the Labour Code and would provide appropriate accounting effect if any on
the basis of such developments as needed.

Certificate of Non disqualification of Director’ under Regulation 34(3) of SEBI (LODR) 2015:

The Company has obtained the below certificate from Sri V. Mohan Rao, Practicing Company Secretary, confirming
that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or
continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015)

The Members,

Nile Limited

I V. Mohan Rao, Practicing Company Secretary, have examined the relevant registers, records, forms, returns,
and disclosures received from the Directors of Nile Limited having CIN: L27029AP1984PLC004719 and having
Registered Office at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati
Dist. AP- 517520 (herein after referred to as ‘the Company'), produced before me by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause 10(i) of the
Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the
Company and its officers hereby certify that none of the Directors on the Board of the Company as stated below for
the Financial Year ending on 31^st March, 2026, have been debarred or disqualified from being appointed or continuing
as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
other Statutory Authority:

Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
which the management has conducted the affairs of the Company.

Sd/-

Place: Hyderabad V. Mohan Rao

Date: 4^th August, 2026 M No: 6967; CP No: 5559

UDIN-F006967H001012268

Policy on Sexual Harassment:

The Company has zero tolerance towards sexual harassment at the workplace, and has adopted a policy on prevention,
prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year:

Industrial Relations:

The industrial relations in the Company continue to be very
cordial and stable. Your directors would like to place on record
their appreciation of the dedication and commitment of all
employees of your Company.

Reconciliation of Share Capital Audit:

As required by the SEBI Listing Regulations, quarterly audit
of the Company's share capital is being carried out by an
Independent Practicing Company Secretary with a view to
reconciling the total share capital admitted with NSDL and
CDSL and held in physical form, with the issued and listed
capital. The practicing Company Secretary's certificate in

regard to the same is submitted to BSE and is also placed
before the Board of Directors.

Acknowledgement:

Your directors thank the customers, vendors, investors, as
well as HDFC Bank, Kotak Mahindra Bank, and Axis Bank for
their continued support during the year.

For and on behalf of the Board

Sd/-

Vuyyuru Ramesh

Place: Hyderabad Executive Chairman

Date: 4^th August, 2026 DIN: 00296642