Your Directors are pleased to present the Forty Fourth Annual Report along with the audited financial
statements for the financial year ended 31^st March 2026:

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS (' in Lakhs)

DIVIDEND

Your Directors recommend a dividend of 35% (? 0.70/- per share) for the financial year 2025-26.
Payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting.
The dividend distribution policy framed by the Company is in accordance with the Regulation 43A
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR)
and approved by the Board of Directors is available on the Company’s website and accessible at
https://nelcast.com/investors/policies.

TRANSFER TO RESERVES

No transfer to the General Reserves has been proposed for the financial year 2025-26.

SHARE CAPITAL

The paid up equity share capital as on 31^st March 2026 was ' 1740.02 Lakhs.

OPERATIONS

During the year, the Company achieved Revenue from Operations of ? 1328.40 Crores as against
? 1251.68 Crores in the previous financial year, registering a growth of about 6% primarily driven
by improved demand from commercial vehicle and tractor segments. Export turnover for the year
2025-26 stood at ? 384.91 Crores contributing to about 29% of the total turnover. Profit After Tax
made during the year is ? 48.43 Crores as against ? 37.29 Crores in the previous year, reflecting
a significant improvement driven by higher volumes and better operational efficiency. Production
during the year increased to 91,305 MT from 83,637 MT in the previous year, registering a growth
of approximately 9%. The overall performance of the Company during the year reflects resilience
in operations, improved capacity utilisation and continued focus on profitability and operational
discipline.

EXCEPTIONAL ITEMS

There were no exceptional items during the financial year under review.

MATERIAL CHANGES & EVENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and events affecting the financial position of the Company that have
occurred between the end of the financial year and the date of this report.

OUTLOOK

The Indian automobile industry delivered a strong performance during FY 2025-26, with broad-based
growth across major vehicle segments supported by improving demand conditions, policy support
and sustained infrastructure investments. As per data published by the Society of Indian Automobile
Manufacturers, the Commercial Vehicle (CV) segment recorded its highest-ever domestic sales of
10.80 lakh units, registering growth of 12.6% over the previous year.

The Medium and Heavy Commercial Vehicle (M&HCV) segment witnessed robust growth, supported
by increased infrastructure activity, mining demand, replacement cycles and improved freight
utilization. M&HCV truck sales crossed 3.56 lakh units, surpassing pre-pandemic levels, while overall
M&HCV volumes, including buses, reached approximately 4.23 lakh units

The domestic tractor industry reported strong wholesale growth in FY 2025-26, with total sales
reaching 11,60,231 units. This shows a 23.47% year-on-year increase compared to 9,39,713 units in
FY 2024-25. Good crop output, steady rural demand, and better farm income supported this yearly
growth. Export momentum remained encouraging, supported by steady demand from Africa, Middle
East and Latin America, benefiting both vehicle manufacturers and component suppliers.

The outlook for FY 2026-27 remains positive, supported by continued momentum in infrastructure
spending, healthy replacement demand in the commercial vehicle segment, expected growth in
construction and mining activity, improving rural demand and stable macroeconomic fundamentals.
Demand from the Medium and Heavy Commercial Vehicle segment is expected to remain resilient,
aided by freight demand, Government capital expenditure and fleet renewal trends. The tractor
segment is also expected to maintain steady growth, supported by rural income prospects and
normal monsoon expectations.

At the same time, the outlook remains subject to risks arising from volatility in raw material prices,
particularly steel scrap and energy costs, geopolitical uncertainties, fluctuations in freight and logistics
costs, subdued monsoon, exchange rate movements and potential supply chain disruptions. The
Company continues to closely monitor these developments and remains focused on operational
resilience, cost competitiveness and sustainable growth. For the industry, demand outlook remains
encouraging, driven by sustained requirements from commercial vehicle, tractor and off-highway
segments, alongside opportunities in exports and value-added machined castings.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared Consolidated Financial Statements of Nelcast Limited and its subsidiary
NC Energy Limited as at 31^st March 2026, in accordance with the provisions of Section 129(3)
of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and prepared in accordance with the Indian Accounting Standards
prescribed by the Institute of Chartered Accountants of India. As required by the SEBI Listing
Regulations, the audited Consolidated Financial Statements are circulated with the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

In terms of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014, the salient features of the financial statements of subsidiary company are set out in
the prescribed form AOC-1, which is annexed with this report as Annexure-A. The Company will
make available the audited financial statements and related information of its subsidiary, upon
request by any of its shareholders and it has also been placed on the website of the Company. The
financial statements of the subsidiary company will also be kept for inspection by any member at the
Registered Office of the Company and its subsidiary company. The consolidated financial statements
presented by the Company, which form part of this annual report, include financial results of its
subsidiary company.

QUALITY AND CUSTOMER SATISFACTION

The Company adheres to IATF 16949 quality standards and continuously strives to achieve world -
class quality by strictly adhering to the quality norms. The Company has also been awarded ISO
14001 & ISO 45001 certifications for implementing Health, Safety & Environmental Management
Systems.

The Company is a supplier to several leading OEM customers like Tata Motors, Ashok Leyland,
TAFE, Eicher Tractors (TMTL), Volvo-Eicher Commercial Vehicles, SAME Tractors, Escorts Tractors,
Daimler India, Caterpillar, etc., Tier I customers like Automotive Axles, American Axles, Dana, Rane-
TRW, ZF India, etc., and Export customers like American Axles, Daimler, Dana, Comer, Meritor ZF
Industries etc., The Company works closely with several of its customers in new product development
and continuous quality improvement initiatives.

DEPOSITS

The Company has not accepted any public deposits during the year and as such, no amount on
account of principal or interest on deposits from public was outstanding as at 31^st March 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition

The Corporate Governance Report annexed to this Board’s Report contains the composition of the
Board of Directors of the Company.

Mr. R. Sridharan (DIN: 00868787) has been recommended to be re-appointed as Non-Executive
Independent Director of the Company for the second term of 5 (five) consecutive years not liable to
retire by rotation by the Nomination and Remuneration Committee and Board of Directors at their
respective meetings held on 18^th May 2026, with effect from 23^rd May 2027 to 22^nd May 2032 subject
to the approval of the shareholders in the forthcoming Annual General Meeting. In the opinion of the
Board, he fulfils the conditions specified in the Act and the Rules made thereunder for appointment
as Independent Director for the second term and is Independent of the Management. Details of the
proposal for appointment of independent director are mentioned in the Explanatory statement under
Section 102 of the Companies Act, 2013 of the Notice of the 44^th Annual General Meeting. The
resolution seeking shareholder’s approval for his appointment forms part of the Notice.

Mr. A. Balasubramanian, (DIN: 00490921), Director is due to retire by rotation and being eligible
offers himself for reappointment. The resolution seeking shareholder’s approval for his reappointment
forms part of the Notice.

Mr. D. Sesha Reddy, (DIN: 00520448) Director, who retires by rotation at the ensuing Annual General
Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013, has expressed his
unwillingness to seek reappointment. Accordingly, he shall retire at the conclusion of the ensuing
Annual General Meeting. The Board, while taking note of the same, records its profound appreciation
for the significant contributions and stewardship provided by Mr. D. Sesha Reddy during his tenure
as a member of the Board.

Mr. P Deepak, Managing Director & CEO and Mr. S.K. Sivakumar, Chief Financial Officer & Company
Secretary hold the office of Key Managerial Personnel.

Independent Directors

The Independent Directors fulfil the criteria of Independence as defined under Section 149(6) and
requisite declarations in terms of Section 149(7) of the Companies Act, 2013 have been received.
During the year under review a separate meeting of the Independent Directors was held on 9^th
February 2026.

COMMITTEES OF THE BOARD

In compliance with the provisions of Sections 135, 177, 178 of the Act and SEBI Listing Regulations,
the Board has constituted Corporate Social Responsibility Committee, Audit Committee, Nomination
and Remuneration Committee, Stakeholders Relationship Committee and Risk Management
Committee. The details of the composition of all the Committees are furnished in the Corporate
Governance Report which is attached to this Report.

MEETINGS OF THE BOARD AND COMMITTEES

During the year, four meetings of the Board of Directors were held. The details of the meetings of
the Board and its Committees are furnished in the Corporate Governance Report which is attached
to this report.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) of the Companies Act, 2013 relating to constitution of Nomination
and Remuneration Committee are applicable to the Company and hence, the Company has devised
a policy relating to appointment of Directors, payment of Managerial Remuneration, Directors’
Qualifications, Positive Attributes, Independence of Directors and other related matters as provided
under Section 178(3) of the Companies Act, 2013. The said policy is available on the Company’s
website and is accessible at https://nelcast.com/investors/policies.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies
Act, 2013 the Board of Directors, to the best of their knowledge confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanations 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 ended 31^st March 2026 and
of the profit 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 the Companies Act, 2013, 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;

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.

CORPORATE GOVERNANCE

The Company has been pro-active in following the principles and practices of good Corporate
Governance. The Company has taken adequate steps to ensure that the conditions of Corporate
Governance as stipulated in the SEBI Listing Regulations are complied within letter and spirit. A
certificate issued by the auditors of the Company regarding compliance of conditions of Corporate
Governance is also annexed to this report. The matters relating to Corporate Governance as per the
SEBI Listing Regulations are attached to this report. The management’s discussion and analysis
report as required by the SEBI Listing Regulations is also annexed which forms part of this report.

CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

L. Dhanamjaya Reddy, Practicing Company Secretary, has issued a certificate as required under the
SEBI Listing Regulations, confirming that none of the directors on the Board of the Company has
been debarred or disqualified from being appointed or continuing as Director of Companies by the
SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with
this section as Annexure-B.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended, the initiatives taken by the Company from an environmental,
social and governance perspective for the financial year 2025-26 has been given in the Business
Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular as
Annexure-C to this Report and is also available on the Company’s website and is accessible at
https://nelcast.com/sustainability.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year
2025-26 with related parties were in the ordinary course of the business and at Arm’s Length
basis and were placed and approved by the Audit Committee. There are no materially significant
related party transactions made by the Company with Promoters, Key Managerial Personnel or
other designated persons which may have potential conflict of interest with the Company at
large. The details of the transactions with related parties are given in the financial statements.
The Related Party Transaction Policy is available on the Company’s website and is accessible at
https://nelcast.com/investors/policies.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy in line with the provisions of Section 177(9) and
177(10) of the Act and Regulation 22 of the SEBI Listing Regulations, to provide a formal mechanism
to the Directors and Employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides
for adequate safeguards against victimization of employees who avail of the mechanism and also
provides direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the
Company have been denied access to the Audit Committee. The Whistle Blower Policy is available
on the Company’s website and is accessible at https://nelcast.com/investors/policies.

DIVIDEND DISTRIBUTION POLICY

The Company has formulated the policy on dividend distribution with a view to specify the external
and internal factors including financial parameters that shall be considered while declaring dividend
and the circumstances under which the shareholders of the Company may or may not expect
dividend and how the retained earnings will be utilised etc. The dividend distribution policy framed by
the Company in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) SEBI Regulations, 2015 and approved by the Board of Directors is available on the
Company’s website and is accessible at https://nelcast.com/investors/policies.

REMUNERATION POLICY OF THE COMPANY

The Company has adopted a Remuneration Policy for the Directors, Key Managerial Personnel
and other employees, pursuant to Section 178(3) of the Companies Act, 2013 and as per the
SEBI Listing Regulations. The Company affirms remuneration is as per the remuneration policy
of the Company. The said policy is available on the Company’s website and is accessible at
https://nelcast.com/investors/policies.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in “Annexure-D” to this Report.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company forms part of this report.

However, in terms of Section 136(1) of the Companies Act, 2013, the Annual Report and financial
statements are being sent to the members and others entitled thereto, excluding the aforesaid
information. The said information is available for inspection by the members at the Registered Office
of the Company during business hours on working days of the Company up to the date of ensuing
Annual General Meeting and any member interested in obtaining such information may write to the
Company Secretary and the same will be furnished.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies
and procedures adopted by a Company for ensuring orderly and efficient conduct of its business,
including adherence to Company’s policies, safeguarding of its assets, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records, and timely preparation of
reliable financial information. The Internal Audit is in place in the Company and the Internal Auditors
are conducting the Internal Audit periodically and the same is reviewed by the Audit Committee. The
Company has in place adequate Internal Financial Controls.

STATUTORY AUDITORS

At the Annual General Meeting of the Company held on 3^rd August 2022, M/s. K. Nagaraju & Associates,
Chartered Accountants (Firm Registration No.002270S) were appointed as Statutory Auditors of the
Company for a period of 5 (five) years from the conclusion of 40th Annual General Meeting till the
conclusion of the 45^th Annual General Meeting. They have confirmed that their appointment is in
accordance with Section 139 read with Section 141 of the Companies Act, 2013.

The Reports given by M/s. K. Nagaraju & Associates, Chartered Accountants on the Financial
Statements of the Company for the financial year 2025-26 do not contain any qualifications,
reservations or adverse remarks and forms part of the Annual Report.

No frauds have been reported by the Statutory Auditors during the financial year 2025-26 pursuant
to the provisions of Section 143(12) of the Act.

At the Annual General Meeting held on 1^st August 2025, the Members approved the appointment of
M/s. L.D. Reddy & Co., Practicing Company Secretaries, as Secretarial Auditors of the Company for
a term of five consecutive years commencing from FY 2025-26 up to FY 2029-30 pursuant to Section
204 of the Companies Act, 2013 and Regulation 24A of the SEBI Listing Regulations. The Secretarial
Audit Report for the financial year ended 31^st March 2026 in Form No. MR-3 is annexed with this
report in Annexure-E. The Secretarial Audit report does not contain any qualification, reservation or
adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained Annual
Secretarial Compliance Report from M/s. L.D. Reddy & Co., Practicing Company Secretaries and
the same has been submitted to the stock exchanges within the prescribed time.

COST AUDITORS AND COST RECORDS

Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had appointed
M/s. Jayaram & Associates, Cost Accountants as Cost Auditors of the Company, for conducting
the audit of cost records under Companies (Cost Records and Audit) Rules, 2014 for the financial
year ended 31^st March 2026. The audit is in progress, and the report will be filed with the Ministry of
Corporate Affairs within the prescribed period.

On the recommendation of the Audit Committee, the Board at its meeting held on 18^th May 2026, has
appointed M/s. Jayaram & Associates (Firm Registration No. 101077), Cost Accountants as Cost
Auditors to audit the cost accounts of the Company for the financial year 2026-27. The Company
has also received the necessary certificate in terms of Section 148 (5) read with Section 141 of
the Act, 2013 from them conveying their eligibility to act as Cost Auditors of the Company. A sum
of ? 2.25 lakhs plus applicable taxes have been fixed by the Board as remuneration in addition to
reimbursement of all applicable taxes, travelling and out-of-pocket expenses payable to them, which
is required to be approved and ratified by the members, at the ensuing AGM as per Section 148(3)
of the Act, 2013.

The cost records as specified by the Central Government under Section 148(1) of the Act, as required
is maintained by the Company.

SECRETARIAL STANDARDS

The Company has devised proper systems and processes for complying with the requirements of
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that
such systems were adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND

The details regarding shares and dividend transferred / proposed to be transferred to the Investor
Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided
in the Corporate Governance Report which forms part of this report.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014 (as amended) the Annual Return of the Company is
available on the Company’s website and is accessible at https://nelcast.com/investors/annual-return.

The employee relations have remained cordial throughout the year and industrial harmony was
maintained. Measures for the safety, training and development of the employees continued to receive
top priority. The Directors wish to place on record their appreciation of the valuable contribution made
by the employees of the Company at all levels towards the performance and growth of the Company.
RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee. Details of constitution of the
Committee are set out in the Corporate Governance Report. Pursuant to Section 134(3)(n) of the
Companies Act, 2013 and Regulation 17(9) of SEBI (LODR) Regulations, 2015, the Company has
implemented a mechanism for risk management and has formulated a Risk Management Policy.
The Company has devised its risk management policy commensurate with its size and operations.
The Policy provides for identification of risks and mitigation measures. The Risk Management Policy
includes identifying types of risks and its assessment, risk handling, monitoring, and reporting. Your
Company maintains an adequate and effective Internal Control System commensurate with its size.
The internal control system is supplemented through an extensive internal audit program besides
periodic review by the Management and the Audit Committee. Risk Management policy is available
on the Company’s website and is accessible at https://nelcast.com/investors/policies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or guarantees covered under the provisions of Section 186
of the Companies Act, 2013. The details of the Investments made by the Company are disclosed in
the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of the Act, the Company has constituted a
Corporate Social Responsibility (CSR) Committee and also formulated a Corporate Social
Responsibility Policy. The CSR Policy of the Company and details about the initiatives taken by
the Company on CSR during the year as per the Companies (Corporate Social Responsibility
Policy) Rules, 2014 have been disclosed as part of this report in Annexure-F. Further details of the
composition of the Corporate Social Responsibility Committee and other details are provided in
the Corporate Governance Report which forms part of this report. CSR policy is available on the
Company’s website and is accessible at https://nelcast.com/investors/policies.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant / material orders passed by the regulators or courts or tribunals during the
financial year 2025-26, impacting the going concern status of the Company or its future operations.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the Company’s nature of business.
CHANGE IN REGISTERED OFFICE OF THE COMPANY

During the year under review, there has been no change in the Registered Office of the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE COMPANY’S
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Company’s subsidiary, joint venture or associate company
during the financial year 2025-26.

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 ALONG WITH THE REASONS THEREOF DURING THE
FINANCIAL YEAR

No one-time settlement was done with any Bank / Financial Institutions during the financial year
2025-26.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

No application was made during the financial year 2025-26, and no proceeding was pending as on
31^st March 2026 under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee has also been constituted for this purpose. All employees of the
Company are covered under this policy. During the financial year 2025-26, there were no cases filed
pursuant to the above Act.

Number of Complaints Received: Nil

Number of Complaints disposed of: Nil

Number of Complaints pending for more than 90 days: Nil

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions relating to maternity benefits as prescribed under the
Maternity Benefit Act, 1961 and the rules made thereunder.

DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATING, MONITORING
AND REPORTING OF TRADING BY INSIDERS

The Company has a Code of Conduct for Regulating, Monitoring and Reporting of Trading by
Insiders (“PIT Policy”) for connected persons, designated persons, and the insiders (collectively
“Insiders”) as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT
Regulations”). The Audit Committee reviews the Institutional Mechanism for prevention of insider
trading. The aforementioned policy is available on the Company’s website and is accessible at
https://nelcast.com/investors/policies.

NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURE

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions
with the Company which in the judgement of the Board may affect the Independence of the Directors.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR
MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical
business practices across the Company. This Code is available on the website of the Company
at https://nelcast.com/investors/policies. Pursuant to the SEBI Listing Regulations, a confirmation
from the Managing Director regarding compliance with the Code by all the Directors and senior
management of the Company is annexed in the Corporate Governance Report.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED ON THE BOARD

In the opinion of the Board of Directors of the Company, the Independent Directors on the Board
of Company hold highest standards of integrity and are highly qualified, recognized, and respected
individuals in their respective fields. It’s an optimum mix of expertise (including financial expertise),
leadership and professionalism.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and under Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board has carried
out an evaluation of its own performance, performance of the Directors as well as the evaluation of
the working of its committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure, and
time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee
Meetings and guidance/ support to the Management outside Board/ Committee Meetings.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of Non-Independent Directors
was carried out by the Independent Directors who also reviewed the performance of the Board as a
whole. The Nomination and Remuneration Committee also reviewed the performance of the Board,
its Committees and of the Directors.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, RESEARCH AND DEVELOPMENT,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, research and
development, foreign exchange earnings and outgo as required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in the
Annexure-G forming part of this Report.

OTHER DISCLOSURES

The electronic copies of the 44^th Annual Report and the Notice convening the 44^th AGM would be
sent to all shareholders whose e-mail addresses are registered with the Company or their respective
Depository Participants (DP) in accordance with the circulars issued by the Ministry of Corporate
Affairs (MCA) read with circulars issued by the SEBI. The full Annual Report is available on the
website of the Company and shall also be disseminated to the stock exchanges.

ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation for the dedicated efforts of the employees
and co-operation of business associates, suppliers and customers. We also express our sincere
thanks to Company’s Bankers namely State Bank of India, Standard Chartered Bank, The Hongkong
and Shanghai Banking Corporation Ltd., Kotak Mahindra Bank Ltd., and HDFC Bank Ltd. for their
trust and continued support.

For and on behalf of the Board

Place : Chennai Vinod K Dasari

^{Date : 18th May 202}6 Chairman