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സെൻസെക്സ് 76,741.82 ▲ +0.31% നിഫ്റ്റി 23,962.80 ▲ +0.34% സ്വർണ്ണം ₹ 13,240/gm വെള്ളി ₹ 2,45,000/kg പെട്രോൾ ₹ 115.49 ഡീസൽ ₹ 104.41 എൽപിജി ₹ 951.00 ക്രൂഡ് ഓയിൽ $ 78.58 USD ₹ 95.43 സെൻസെക്സ് 76,741.82 ▲ +0.31% നിഫ്റ്റി 23,962.80 ▲ +0.34% സ്വർണ്ണം ₹ 13,240/gm വെള്ളി ₹ 2,45,000/kg പെട്രോൾ ₹ 115.49 ഡീസൽ ₹ 104.41 എൽപിജി ₹ 951.00 ക്രൂഡ് ഓയിൽ $ 78.58 USD ₹ 95.43

Notes to Accounts of Nelcast Ltd.

Mar 31, 2026

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)

Particulars	2025-26	2024-25
Total Income	134237.20	126878.58
PBIDT	12446.54	10561.96
Profit Before Tax (PBT)	6493.77	4930.03
Less: Provision for Tax	1650.48	1200.84
Profit After Tax (PAT)	4843.29	3729.19
Add: Profit brought forward from previous year	22275.27	18904.93
Other Comprehensive Income	(33.60)	(10.84)
Total Comprehensive Income available for Appropriation	27084.96	22623.28
Appropriations: Dividend on Equity Shares	(435.01)	(348.01)
Surplus Carried to Balance Sheet	26649.95	22275.27

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 Companyâs 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 Boardâs 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 shareholderâs 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 shareholderâs 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^thFebruary 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.

COMPANYâS POLICY RELATING TO DIRECTORSâ 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, Directorsâ
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 Companyâs
website and is accessible at https://nelcast.com/investors/policies.

DIRECTORSâ 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 managementâs 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 Companyâs 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 Armâs 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 Companyâs 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 Companyâs 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 Companyâs 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
Companyâs 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 Companyâs 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 âAnnexure-Dâ 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 Companyâs 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 Companyâs 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 Companyâs 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
Companyâs 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 Companyâs 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 COMPANYâS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

No Company has become or ceased to be Companyâs 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 (âPIT Policyâ) for connected persons, designated persons, and the insiders (collectively
âInsidersâ) as defined under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (âPIT
Regulationsâ). The Audit Committee reviews the Institutional Mechanism for prevention of insider
trading. The aforementioned policy is available on the Companyâs website and is accessible at
https://nelcast.com/investors/policies.

NON-EXECUTIVE DIRECTORSâ 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 COMPANYâS 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. Itâs 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 Companyâs 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

Mar 31, 2025

30. The Company has Exceptional Items for an amount of '' 376.36 Lakhs on account of profit on sale of surplus land which is part of Property, Plant & Equipment during the year ended 31^st March 2025 ('' 1779.79 Lakhs for the year ended 31^st March 2024).

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity Shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity Shares outstanding during the year plus the weighted average number of Equity Shares that would be issued on conversion of all the dilutive potential Equity Shares in to Equity Shares.

33. (i). Term Loans from Banks are secured by equitable mortgage of land, building and hypothecation of plant and machinery present and future. Working Capital Loans repayable on demand is fully secured by hypothecation of raw materials, stocks in process, finished goods, stores, book debts and second charge on Plant & Equipment situated at Gudur Plant.

The preparation of the Companyâs financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Defined employee benefit plans (Gratuity)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about defined benefit gratuity plan are given in Note No. 43.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at armâs length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow model.

37.	CONTINGENT LIABILITIES
	Particulars	31^st March 2025	31^st March 2024
	Bank Guarantees	80.00	80.00
	Letter of Credit	-	101.91
	Claims against the company not acknowledged as debts primarily towards (net of amount paid to statutory authorities): - sales tax	17.11	17.11

Claims against the company not acknowledged as debts represent demands raised by sales tax authorities, as reduced by the amounts paid by the company. Against these demands the company has already filed appeals with concerned appellate authorities. As per the experts'' opinion these disputed matters are likely be decided in company''s favour and as such the management believes the ultimate outcome of the proceedings will not have a material adverse effect on the company''s financial position and results of operations.

The Company has only short term leases with lease term of 12 months or low value. The Company applies short term leases and low value leases recognition exemption from the leases. The amount debited to P&L Account is '' 145.10 Lakhs for the year ended 31.03.2025 ('' 144.01 Lakhs for the year ended 31.03.2024).

The management assessed that cash and cash equivalents, trade receivables, trade payables, bank overdrafts and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. Further, management has assessed the fair value of the borrowings approximate their current value largely since they are carried at floating rate of interest.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The primary objective of the Companyâs capital management is to maximise the shareholder value. For the purpose of the Companyâs capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders.

The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The Company determines the amount of capital required on the basis of annual operating plan coupled with long term, strategic investment and expansion plans. The funding requirements are met through equity, internal accruals and a combination of both long-term and short-term borrowings.

The Company monitors the capital structure on the basis of net debt to equity of the Company. Net debt includes interest bearing borrowings less cash and cash equivalents, other bank

46. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Companyâs principal financial liabilities comprise borrowings, trade and other payable. The main purpose of these financial liabilities is to finance the Company operations. The Companyâs principal financial assets include trade and other receivables and cash and cash equivalents derived directly from its operations.

The Company is exposed to credit risk, liquidity risk and market risk (including input cost risk, interest rate risk and foreign currency risk), which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company. The Company does not enter into or trade financial instruments for speculative purposes.

a. Credit Risk:

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, investments, derivative financial instruments, cash and cash equivalents, loans and other financial assets. None of the financial instruments of the Company result in material concentration of credit risk.

b. Liquidity Risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

c. Market Risk:

External factors such as government policies and rainfall could have a significant impact on sales of Tractors and Commercial Vehicles, which are cyclical in nature. To mitigate the risk of seasonality & cyclicality in the domestic market, the Company has been developing its exports and products in other segments viz. off-highway, railways etc.

d. Input Cost Risk:

Our profitability and cost effectiveness may be affected due to change in the prices of raw materials, power and other input costs. While we are typically able to pass on these costs to our customers with a slight lag. This risk is significant and is carefully monitored.

e. Interest Rate Risk:

The Company is exposed to interest rate risk pertaining to funds borrowed from Banks. The Company works closely with our banks and using its working capital effectively to minimize the overall interest costs. The exposure of company''s borrowings to interest rate changes at the end of the reporting period is as follows:

The below given sensitivity analysis has been determined based on the exposure to interest rates at the end of the reporting period. The analysis is prepared assuming that the amount of the liability as at the end of the reporting period was outstanding for the whole year. A 30 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents Management''s assessment of the reasonably possible change in interest rates.

If interest rates had been 30 basis points higher / lower, the Company''s profit / loss for the year ended 31^st March 2025 would decrease / increase by '' 88.33 lakhs (31^st March 2024 decrease / increase by '' 98.68 lakhs).

f. Foreign Currency Risk:

The Company''s exposure on foreign currency is primarily through earnings from exports. The company also import some capital goods and raw materials only when prices are favourable. However, this exposure is typically short term. The company does selective hedging of imports and exports to hedge its risks associated with exchange rates. Any substantial long-term liabilities viz. ECBs are fully hedged by the Company.

Foreign Currency sensitivity analysis:

The Company is exposed mainly to US Dollar and EURO currencies. A 4% sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents Management''s assessment of the reasonably possible change in foreign currency rates. The below given table shows the Company''s sensitivity to a 4% increase or decrease against the relevant foreign currencies.

If the currency had been fluctuated by 4% higher / lower, the Company''s profit / loss for the year ended 31^st March 2025 would increase / decrease by '' 715.62 lakhs (31^st March 2024 increase / decrease by '' 674.65 lakhs).

The company earns a return on investments ranging from 5.25% to 8% pa. on fixed deposits.

1 & 2 Due to decreased earnings

48. OTHER STATUTORY INFORMATION

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company has not traded or invested in Crypto currency or virtual currency during the current or previous year.

(iii) The Company has availed term loans during the current financial year and were applied for the purpose for which those were raised. The funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes.

(iv) The monthly statements of stock and book debts filed by the Company with Banks are in agreement with the books of account.

(v) The Company has not been declared as wilful defaulters by any bank or financial institution or government or any government authority.

(vi) The Company has not advanced or loaned or invested funds to any persons or entities, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(vii) The Company has not received any fund from any persons or entities, including foreign entities with the understanding that the Company shall:

a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(viii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(ix) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond statutory period.

(x) The Company has no transactions with struck off companies during the current or previous year.

(xi) The Company has complied with the number of layers prescribed under the Companies Act.

(xii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

49. RELATED PARTY DISCLOSURE

i) Related parties under Ind AS 24 with whom transactions have taken place during the year 2024-25:

Subsidiary Company: NC Energy Limited

Key Management Personnel (KMP):

1. Mr. Vinod K Dasari, Non-Executive Independent Director, Chairman

2. Mr. P. Deepak, Managing Director

3. Mr. S.K. Sivakumar, Chief Financial Officer & Company Secretary

4. Mr. D. Sesha Reddy, Non-Executive Director

5. Mr. A. Balasubramanian, Non-Executive Director

6. Ms. Maheswari Mohan, Non-Executive Independent Director

7. Mr. R. Sridharan, Non-Executive Independent Director

8. Ms. P. Divya, Non-Executive Director

50. Previous yearâs figures have been regrouped and reclassified wherever necessary to conform to this yearâs classification.

Mar 31, 2024

Rights, preferences and restrictions on equity shares:

The Company has only one class of equity shares having a par value of '' 2/- per share.

Each holder of equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian Rupees.

During the financial year 2023-24, '' 0.40 per share of '' 2/- has been paid as final dividend for the financial year 2022-23.

The Board of Directors have recommended a dividend of '' 0.40 per share of '' 2/- each for the year ended 31^st March 2024 subject to the Shareholder''s approval.

In the event of liquidation of the Company, the shareholders will be entitled to receive the remaining assets of the Company, in proportion to their shareholding.

30. The Company has Exceptional Items for an amount of '' 1779.79 Lakhs on account of profit on sale of surplus land which is part of Property, Plant & Equipment during the year ended 31^stMarch 2024 ('' Nil for the year ended 31^st March 2023).

The Basic and Diluted EPS calculations are given below:

(ii). The monthly statements of book debts and inventories filed by the Company with the Banks are in agreement with the books of accounts.

Estimates and assumptions

Defined employee benefit plans (Gratuity)

Fair value measurement of financial instruments

Impairment of non-financial assets

36.	COMMITMENTS ('' in Lakhs)
	Particulars	31^st March 2024	31^st March 2023
	Estimated amount of contracts remaining to be executed and not provided for in these accounts (net of advances) in respect of acquisition of assets.	1131.10	381.23
37.	CONTINGENT LIABILITIES
	Particulars	31^st March 2024	31^st March 2023
	Bank Guarantees Letter of Credit	80.00 101.91	80.00
	Claims against the company not acknowledged as debts primarily towards (net of amount paid to statutory authorities): - sales tax	17.11	17.11

The Company has only short term leases with lease term of 12 months or low value. The Company applies short term leases and low value leases recognition exemption from the leases. The amount debited to P&L Account is '' 144.01 Lakhs for the year ended 31.03.2024 ('' 139.71 Lakhs for the year ended 31.03.2023).

(i) The Company provides Gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous services for a period of five years are eligible for Gratuity. The amount of Gratuity payable on retirement / termination is the employees last drawn basic salary per month computed proportionately for fifteen daysâ salary multiplied for the number of years of service. The Gratuity plan is a funded plan and maintained with Life Insurance Corporation of India.

The Company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

46. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

a. Credit Risk:

b. Liquidity Risk:

c. Market Risk:

Input Cost Risk:

Interest Rate Risk:

The Company is exposed to interest rate risk pertaining to funds borrowed from Banks. The Company works closely with our banks and using its working capital effectively to minimize the overall interest costs. The exposure of Company''s borrowings to interest rate changes at the end of the reporting period is as follows:

Particulars	31^st March 2024	31^st March 2023
Total Borrowings (? in Lakhs)	32892.33	30367.75

Interest rate sensitivity analysis:

If interest rates had been 30 basis points higher / lower, the Company''s profit / loss for the year ended 31^st March 2024 would decrease / increase by '' 98.68 lakhs (31^st March 2023 decrease / increase by '' 91.10 lakhs).

Foreign Currency Risk:

Foreign Currency sensitivity analysis:

If the currency had been fluctuated by 4% higher / lower, the Company''s profit / loss for the year ended 31^st March 2024 would increase / decrease by '' 674.65 lakhs (31^st March 2023 increase / decrease by '' 407.10 lakhs).