The Board of Directors has the pleasure in presenting
the 41^st Annual Report and Audited Financial
Statements for the Financial Year ended March 31,
2026, together with the Independent Auditors'
Report.

FINANCIAL RESULTS

Your Directors are pleased to present the Company's
performance for the financial year under review,
which has been marked by significant progress,
operational resilience, and strong financial outcomes
despite a dynamic and evolving economic
environment.

Throughout the year, the Company remained focused
on the disciplined execution of its strategic priorities,
continued investment in innovation, and the delivery
of long-term value to customers, stakeholders, and
shareholders. The consistent emphasis on opera¬
tional excellence and market responsiveness has
enabled the Company to strengthen its competitive
position across its core business segments.

During the year under review, the Company achieved
robust financial performance, with revenue growing
by 10% year-on-year to a record Rs. 4,247 Mn. This
growth was primarily driven by sustained demand
across key markets, improved business efficiencies,
and continued focus on customer-centric initiatives.

The Company reported a net income of Rs. 539.2 Mn,
reflecting stable profitability and prudent financial
management. Earnings per share (EPS) stood at Rs.
370.79, demonstrating the Company's continued
ability to create sustainable shareholder value.

The Board believes that the Company's strong
fundamentals, resilient business model, and
strategic investments position it well for sustained
growth in the years ahead.

Summarized financial results for the year are given
below:

PERFORMANCE OF THE COMPANY

Our strong revenue and profit growth over the years is
the result of key strategic initiatives undertaken over
the past few years. The launch of SIMPSON products
for the foundry market, along with new product
introductions in the Wheelabrator segments for the
foundry industry, has significantly strengthened our
competitive position. We have made substantial
investments in establishing a new facility within a
record timeframe during the year, aligned with our
long-term growth aspirations. Our continued focus
on technology transfer and enhancing employee
capabilities through technical and leadership training
has further strengthened our competitive edge and
reflects our commitment to creating sustainable
shareholder value. Our key end-use industry,
automotive, witnessed a strong revival during the
financial year. Additionally, growth in infrastructure
sectors such as railways, wind energy, steel, ports,
and airports contributed to new business
opportunities. As a result, we have once again
outperformed industry growth and gained a
significant advantage in the Indian market.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business
of the Company during the financial year.

Considering the dividend track record of the
Company and based on the Company's performance
and healthy cash balance during the financial year
2025-26, the Directors have recommended a final
dividend of Rs. 200/- per Equity Share of Rs. 10 each
(i.e., 2000%), amounting to Rs. 290.84 Million,
subject to approval by the shareholders. Total
dividend to be paid by the Company, if the dividend is
approved by the shareholders, works out to Rs.
290.84 Million at 54% of payout from the profit after
tax for the year.

As provided in the Finance Act 2020, from the
Financial Year 2020-21 and onwards dividend is being
taxed in the hands of recipients. Information about
taxation of dividend is included in AGM Notice.

In terms of Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(“the Listing Regulations"), the Dividend Distribution
Policy duly approved by the Board is available on the
website of the Company at

https://static.noricangroup.production.k4.m1.brights

pot.cloud/40/36/6b568ee94905b2dd98abcdcc8dc

7/dividend-distribution-policy.pdf

Your Board has adhered to this Policy while
considering the Dividend.

RESERVE

The Company has not proposed to transfer any
amount to the general reserve.

SHARE CAPITAL

The Authorized Equity Share Capital of your Company
is Rs. 5,00,00,000/-. The Issued, Subscribed and
Paid-up Equity Share Capital of your Company as on
March 31, 2026 stood at Rs. 1,45,42,050.

During the year under review, your Company has not
issued any shares with differential voting rights nor
granted Stock Options or Sweat Equity. The Company
has also not bought back any of its shares during the
year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ECONOMIC SCENARIO AND OUTLOOK

Your Company is operating in an environment marked
by significant global uncertainty. In this context, the
Directors offer their assessment of the current
business landscape and its potential implications.

India's macroeconomic fundamentals are relatively
robust comparable to the previous year. However, the
West Asia conflict and its impact on global fuel prices
have introduced considerable uncertainty for FY
2026-27. There is a broad expectation of rising
inflation, which may lead to cost escalation in both
ongoing and new projects. Additionally, delays,
postponements, and cancellations of large projects
are being observed as we enter 2026. This
uncertainty is expected to persist in the near term, as
indicated by various external reports. The Reserve
Bank of India (RBI) has taken proactive policy
measures to maintain liquidity and economic stability
amid global challenges, with borrowing rates
remaining unchanged over recent quarters. Despite
these challenges, there remains a positive outlook
driven by strong demand in the automotive sector
and continued infrastructure investments across
railways, energy, roads, airports, and shipbuilding.
The GST reduction in the second quarter of the
financial year has been welcomed by the consumers
across all sectors of business, automotive,
agriculture, infrastructure, railways, and engineering
continue to drive industry momentum

Global Challenges

The financial year began with significant disruptions
due to U.S. tariffs, which have continued to create
global headwinds, affecting our ability to access U.S.
markets. Both Indian exports and our own export
performance have experienced subdued demand due
to ongoing tariff uncertainties, which remain
unresolved. Export growth is expected to face
challenges in the near term. Although our current
exposure to the U.S. market is limited, evolving trade
policies may impact future expansion plans. The
Indian foundry industry derives approximately
10-15% of its business from exports, and future
outcomes will depend on developments in global
trade negotiations and geopolitical conditions.

Impact of Geopolitical Tensions

Ongoing conflicts in Europe and West Asia have
contributed to global economic slowdown, affecting
business sentiment worldwide, including in India.
While our direct exposure to conflict regions is
limited, market sentiment-particularly in the Middle
East-plays a significant role. We continue to monitor
developments closely to mitigate potential indirect
impacts.

Given the prevailing global and domestic
uncertainties, we anticipate a cautious outlook for
the upcoming financial year, with relatively subdued
demand across key industries. We remain mindful of
challenges such as capacity underutilization,
liquidity constraints in the capital goods sector, and
extended project completion timelines. However, we
are well-positioned to address these challenges with
agility and resilience. To mitigate risks, we continue to
explore new markets and diversify revenue streams.
Our initiatives-such as geographic expansion,
application-driven product development, and
adoption of digital solutions through the Norican
Group-align with our long-term strategic vision. Our
ability to remain vigilant, flexible, and responsive
continues to be a key strength.

INDUSTRY OUTLOOK AND OPPORTUNITIES

The Indian foundry industry continues to evolve
despite global and domestic challenges. Increased
competition is being driven by new entrants and
diversified investments. Large forging groups have
entered the sector through acquisitions of ferrous
foundries and by establishing new capacities.
Customer expectations for product quality are rising,
with Indian standards increasingly aligning with
global benchmarks. Overall, the outlook remains
cautiously positive and growth-oriented, though at a
moderate pace compared to previous years. India
currently produces approximately 15 million tonnes of
castings annually, making it the second-largest
producer globally after China. In the short term,
demand is expected to grow steadily at 3-4%
annually.

Sector Trends and Opportunities

The automotive sector has shown strong growth,
supported in part by GST reductions in the previous
financial year. Most segments-including commercial
vehicles, passenger cars, two-wheelers, and
tractors-have experienced double-digit growth.

Competitive Landscape

The industry continues to face strong competition,
particularly from Chinese players, who have been
aggressive in both the foundry and shot blasting
segments. Despite this, our strong engagement with
key customers and global partners has enabled us to
maintain leading market share in the foundry industry.

Industry Challenges
Key challenges include:

Adoption of cleaner and sustainable technologies,
shortage of skilled labour and high attrition, long
gestation periods for greenfield projects. These
factors are driving gradual adoption of automation,
though progress remains slow.

DISA India's Strategic Position

DISA India has invested in a greenfield production
facility near its existing plant in Tumkur. This
expansion is designed to meet growing domestic
demand as well as global requirements from the
Norican Group. The new facility increases production
capacity substantially and is expected to support the
next phase of growth over the next decade. The
introduction of SIMPSON technology in India through
local manufacturing has received strong market
acceptance and is expected to drive further
innovation. The Norican Group continues to play a
vital role in supporting the India business through
technology transfer across DISA, Wheelabrator, and
Simpson product lines. Investments in R&D, including
the Norican Competency Center in Bengaluru, further
strengthen engineering capabilities and global
integration.

Customer-Centric Approach

"Exceeding Customer Expectations” remains our
core principle. Our "Full Foundry” concept has been
strengthened through the integration of SIMPSON
solutions and digital platforms such as Monetizer.

Aftermarket Service Model

Our services performance engagement model has
completed seven years in India. Long-term service
contracts enhance customer productivity and
operational efficiency. Our aftermarket distribution
network ensures proximity to customers, providing a
significant supply chain advantage in the Indian
foundry sector.

Outlook for FY 2026-27

India's GDP growth for FY 2026-27 is projected at
6.3%-6.5%, lower than previous years but still
indicative of a growing economy. Despite a
challenging environment, we remain encouraged by
strong customer confidence and continued support
from the Norican Group. Built on a strong foundation
of customer-centricity, we are prepared to navigate
both opportunities and challenges in the coming

KEY RATIOS

As required by the Listing Regulations, the Company is required to furnish the details of significant changes
(i.e., change of 25% or more as compared to the immediate previous Financial Year) in key financial ratios, along
with detailed explanations for the changes.

The Company has identified the following ratios as Key financial ratios:

During the year, there were favorable changes in the above ratios. The improvement in operating profit margin
reflects enhanced operational efficiencies, better cost management, and improved business performance
across core operations. Decrease in Debtors turnover ratio is indicative of higher business volumes. The
improvement in inventory turnover ratio indicates better inventory planning, efficient stock management, and
improved demand fulfillment during the year.

The details of return on net worth at standalone and consolidated levels are given below:

Return on net worth is computed by dividing the net profit by year end net worth.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to comply with Corporate
Social Responsibility (CSR) as a good corporate
citizen. The Directors are pleased to report that your
Company is pursuing its efforts to support the
community circles in which it operates. The
Company's CSR program titled “NORICAN
Scholarship" has helped in providing financial
assistance to less privileged students up to standard
twelve as well as to students seeking diplomas in
Engineering.

“Norican Scholarship" program has made scholar -
ships available to students in eight educational
institutions in the neighbourhood of your Company's
plant. During the Financial Year, scholarships were
provided to 501 needy students. Directors have the
pleasure to report that your Company has provided
scholarships to 4,888 students since inception. In
addition, your Company has invested in infra¬
structure development for the schools to provide
drinking water, teaching aids and sanitation. Your
Company has also extended scholarships to 50
meritorious Engineering students through an NGO
'Foundation for Excellence India Trust' and since
inception 642 students have been given the
scholarships.

The Company has partnered with National Institute of
Advanced Manufacturing Technology (NIAMT)
[Formerly National Institute of Foundry and Forge
Technology (NIFFT)], Ranchi and put in place a
scholarship in the name of "Jan Johansen DISAMATIC
Scholarship” to provide scholarship to 10 top
meritorious students to create future foundry men.
During the year, the Company has spent Rs. 0.75
million towards this scholarship.

The Company has partnered with That's Eco
Foundation (Registered Trust), Bengaluru for
plantation of 2000 saplings during the year. Focus is
on forest and sustainable greening using the options
such as wetland, Miyawaki forest (technique
pioneered by Japanese botanist Akira Miyawaki,
which helps in growing dense, native forests),
traditional forest, grassland ecology for plantation.

The Company's policy on Corporate Social
Responsibility and Corporate Social Responsibility
projects pursued by the Company are available on the
website of the Company at

https://static.noricangroup.production.k4.m1.brights

pot.cloud/9d/51/5177b9cc40d1aeb475d5277dabb0/

csr-policv.pdf

The Composition of CSR Committee, details of the
amounts spent during the current Financial Year and
the manner in which it was spent are provided in
Annexure - A.

RISK MANAGEMENT

The Company has constituted a Risk Management
Committee comprising four Directors, Managing
Director and the Chief Financial Officer. The
Committee was reconstituted on January 28, 2026.
The details pertaining to the reconstitution of the
Committee is provided in the Corporate Governance
report. The Committee met two times during the year.
This Committee shoulders the responsibility of
monitoring and reviewing the risk management plan

and periodical review of the Risk Management Policy
and appraise the Board about risk assessment and
mitigation procedure. It also undertakes to ensure
that Executive Management controls risks by means
of properly designed risk management framework.

All the insurable assets of the Company are deemed
to have been adequately insured.

Risk Management Policy is hosted on the Company's
website at

https://static.noricangroup.production.k4.m1.brights

pot.cloud/7f/97/cb53949449c5b3acf327e620b343/

risk-management-policy.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a Whistle Blower Policy
for vigil mechanism which is available in the website of
the Company at

https://static.noricangroup.production.k4.m1.brights

pot.cloud/ae/56/dc5f25a4412f840d76ff0e4c67bc/w

histle-blower-policy-final-05-02-2026.pdf

Complaints raised, if any, are dealt with as per this
policy. One complaint was received during the
financial year 2025-26 which is pending for disposal
as on March 31, 2026. Details of the same were placed
before the Audit Committee and are being verified by
the Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

The composition of the Board of Directors of the
Company as on 31^st March, 2026 is provided in the
annexed Report on Corporate Governance.

Following changes took place in the composition of
the Board of Directors During the year:

• Appointment of Mr. Muralidharan Angadu
Mohanakrishnan (DIN: 03279284 as an Addi¬
tional Director in the capacity of Independent
Director of the Company. Requisite approval from
the Members for aforementioned appointment
as per the Listing Regulations were obtained vide
postal ballot notice dated January 21, 2026 on
April 11, 2026.

• Mr. Bhagya Chandra Rao (DIN: 00211127) ceased
to be the Independent Director of the Company at
the close of business hours on January 27, 2026
upon completion of his tenure.

• Mr. Anders Wilhjelm (DIN: 08507772) resigned
from the position of Non-Executive Director with

effect from the close of business hours on
February 28, 2026.

None of the Directors is disqualified/debarred from
being appointed/continuing as Directors under the
provisions of Section 164 of the Companies Act, 2013
and the Listing Regulations.

In terms of the provisions of the Companies Act, 2013
and the Articles of Association of the Company, Ms.
Ulla Hartvig Plathe T0nnesen (DIN: 08507796), retires
at the forthcoming Annual General Meeting and being
eligible, offers herself for re-appointment.

The Board of Directors at its meeting held on May 19,
2026 on the recommendation of the Nomination and
the Remuneration Committee approved re¬
appointment of Mr. Lokesh Saxena (DIN: 07823712) as
Managing Director & Chief Executive Officer of the
Company for another term of three years from June 21,
2026 to June 20, 2029, as per the terms and conditions
and the remuneration as set out in the AGM Notice,
subject to the approval of the shareholders.

The Company has three (3) Key Managerial Personnel
(KMP), Mr. Lokesh Saxena, Managing Director, Ms.
Vidya Jayant, Chief Financial Officer and Ms. Shrithee
M S, Company Secretary & Compliance Officer. There
were no changes in the KMP during the year under
review.

The Remuneration Policy of the Company for
appointment and remuneration of the Directors, Key
Managerial Personnel and Senior Executives of the
Company and other related information have been
provided in the Corporate Governance Report which
forms part of this report.

Policy on appointment and remuneration of Directors
and KMP is available in the website of the Company at
https://static.noricangroup.production.k4.m1.brights
pot.cloud/63/b7/b0f59ae04fcebb21d4e889a5ec80/r
emuneration-policy.pdf

INDEPENDENT DIRECTORS

Declarations under Section 149(7) of the Companies
Act, 2013 have been received from all the Independent
Directors of the Company confirming that they meet
the criteria of independence as provided in Sub¬
Section 6 of Section 149 of the Companies Act, 2013
and as per the Listing Regulations. Annual
Declarations received for the year 2025-26 contain
affirmations regarding registrations in the data bank.

The Board has evaluated the Independent Directors

and confirms that they have fulfilled the indepen¬
dence criteria as specified in the Listing Regulations
and their independence from the management.
Further, in terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included
their names in the data bank of Independent Directors
and complied with the requirements of passing
proficiency test, as applicable.

Details on terms of appointment of Independent
Directors and the familiarization programmes have
been displayed on website of the Company at
https://static.noricangroup.production.k4.m1.brights
pot.cloud/c8/5e/5fa006d34182827fdfa7bd44a9af/f
amiliarisation-program-for-independent-directors-
16-04-2026.pdf

The Independent Directors, including those appoint¬
ed during the year, have maintained the highest
standards of integrity in their dealings with the
Company. They also possess the requisite expertise
and experience (including Proficiency) necessary for
acting as Independent Directors of the Company.

There was no resignation of any Independent
Directors during the year under review.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year, five (5) meetings of the
Board of Directors were held, as per the Companies
Act, 2013 and the Listing Regulations. The details of
the Meetings are furnished in the Corporate
Governance Report.

The Meetings of the Board are held at regular
intervals with a time gap of not more than 120 days
between two consecutive Meetings. The Agenda of
the Meetings were circulated to Directors in advance.
Minutes of the Meetings of the Board of Directors
were circulated amongst the Directors for their
perusal.

BOARD EVALUATION

Pursuant to the requirements of the Companies Act,
2013 and the Listing Regulations, the Board of
Directors has carried out an annual evaluation of its
own performance, its Committees and of individual
Directors.

Further, the Independent Directors, at their exclusive
Meeting held on February 5, 2026, reviewed the
performance of the Board, its Chairperson and Non-

Independent Directors and other items as stipulated
under the Listing Regulations. The Independent
Directors have also declared their independence. The
Nomination and Remuneration Committee has
reviewed the existing criteria for evaluation of
performance of the Independent Directors and the
Board and reviewed the existing policy of
remuneration of Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013, the Board hereby submits
its responsibility Statement: -

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 have selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at the end of the Financial Year and
of the profit and loss of the Company for that
year;

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;

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

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.

INTERNAL FINANCIAL CONTROL

Your Company has an Internal Control System,
commensurate with the size, scale and complexity of
its operations. Internal Controls in the Company have
been designed to further the interest of all its
stakeholders by providing an environment which is

facilitative to conduct its operations and to take care
of, inter alia, financial and operational risks with
emphasis on integrity and ethics as a part of work
culture.

The scope and authority of the Internal Audit (IA) is
defined every year by the Audit Committee. To
maintain its objectivity and independence, the
Internal Auditors report to Chairperson of the Audit
Committee and the Board. The Internal Auditors
monitor and evaluate the efficacy and adequacy of
internal control system in the Company and its
compliance with accounting procedures, financial
reporting and policies at all locations of the Company.
Based on the report of internal audit, process owners
undertake corrective action in their respective areas
and thereby strengthen the controls. Any significant
audit observations and corrective actions thereon
are presented to the Audit Committee and the Board.
No major internal control weakness was identified
during the year. The Company also has a well¬
functioning Whistle Blower Policy in place.

The Board has appointed Protiviti India Member
Private Limited to continue as the Internal Auditors of
your Company for the financial year 2026-27.

DEPOSITS

Your Company has neither accepted nor renewed any
Deposits from the public within the meaning of the
Companies Act, 2013, and hence, no amount of
principal or interest was outstanding on the date of
the Balance Sheet and also on the date of this Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

Your Company has one wholly owned subsidiary
"Bhadra Castalloy Private Limited".

The Audited Financial Results of the wholly owned
subsidiary for the financial year ended March 31, 2026,
are consolidated with the Financial Results of the
Company for the financial year. Revenue from
discontinued operations and net loss of the
subsidiary company were Rs. 4.0 Million and Rs. 3.0
Million respectively.

Consolidated Revenue from Operations of the
Company for the year was Rs. 4,251.0 Million as
against Rs. 3,903.4 Million in the previous year, with an
increase of 8.9%.

The operations of the subsidiary were closed from
February 28, 2025 as its business was no longer in

alignment with the core business of the Group
company operations. Intimation to Stock Exchange
was also made in regard to the same.

A statement relating to subsidiary company in
Annexure - B in Form AOC-1 is part of this report.

Your Company did not have any Joint Venture or
Associate Company at the end of the financial year.

RELATED PARTY TRANSACTIONS

All Related Party Transactions which were entered
into, during the financial year were in the ordinary
course of business, on arm's length basis and were as
per prior omnibus approvals of the Audit Committee;
wherever needed. The Company has obtained post
facto approvals of the Audit Committee. There are no
materially significant Related Party Transactions
made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons
which may have a potential conflict with the interest
of the Company at large.

All the Related Party Transactions were placed before
the Audit Committee as well as the Board for approval.
Prior omnibus approval of the Audit Committee was
obtained on an annual basis for the transactions
which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus
approval so granted are reviewed and a statement
giving details of all Related Party Transactions was
placed before the Audit Committee and the Board of
Directors for their noting/approval on quarterly basis.
The details of all Related Party Transactions are
disclosed in the SI. No. 38 of the Notes forming part of
the Financial Statements.

None of the Directors has any pecuniary relationships
or transactions vis-a-vis the Company.

Form for disclosure of particulars of contracts/
arrangements entered into by the Company with
related parties are given in Annexure - C in Form AOC-
2 is part of this report.

The Policy on Related Party Transactions as approved
by the Board is uploaded on the Company's website
and the details of all the Related Party Transactions
are disclosed in the financials. The Policy is available
on the website of the Company at
https://static.noricangroup.production.k4.m1.brights
pot.cloud/58/d5/f42bb3854b9599726f2b38778184/

policy-on-related-party-transactions.pdf
GROUP COMPANIES

Persons constituting Group coming within the
definition of “Group" as defined in the Competition
Act, 2002 includes the following:

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments
between the end of the financial year and the date of
the report, which affects the financial position of the
Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN, OR SECURITY
PROVIDED BY THE COMPANY

Your Company had made an investment of Rs. 44 Mn
in the Equity Share Capital of its wholly owned
subsidiary company, Bhadra Castalloy Private
Limited during the year 2015-16. It had extended
interest-bearing intercompany demand loan of Rs. 26
Mn in the year 2016-17 for the purpose of financing
the purchase considerations paid for acquisition of
the foundry by the subsidiary of which Rs. 8.5 Mn has
been repaid in the year 2022-23 and the remaining
Rs. 17.5 Mn has been repaid in the year 2024-25. The
above Investment in equity, loan extended and
guarantees given are well within the limits prescribed
under the provisions of Section 186 of the Companies
Act, 2013.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014 Messrs. S.R. Batliboi &
Associates LLP, Chartered Accountants (Firm
Registration No. 101049W/E300004) were appointed
as Statutory Auditors of the Company for a term of 5
years, to hold office from the conclusion of the 38^th
AGM till the conclusion of the 43^rdAGM.

During the year, the Statutory Auditors have
confirmed that they satisfy the independence
criteria as per Companies Act, 2013 and Code of
ethics issued by the Institute of Chartered
Accountants of India.

COST AUDITORS

The Cost accounts and records as required to be
maintained under Section 148 (1) of the Act read with
the Rules made thereunder are duly made and
maintained by the Company.

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Amendment Rules, 2014, the cost records maintained
by the Company in respect of its activity are required
to be audited. Your Board has, in its Meeting held on
May 21, 2025, based on the recommendation of the
Audit Committee, appointed Messrs. Rao, Murthy &
Associates, Bengaluru as Cost Auditors of the
Company for the financial year ended March 31,2026.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
Messrs GDR & Partners LLP, Company Secretaries
(ICSI Firm Regn. No.: L2024KR016500) (Peer review
Certificate No. 6014/2024), as the Secretarial
Auditors of the Company for a term of five (5)
consecutive years, effective from April 1, 2025 till
March 31, 2030 to undertake the Secretarial Audit of
the Company. The Report of the Secretarial Auditor
for the Financial Year ended March 31, 2026 is
annexed in Annexure - D.

EXPLANATION BY BOARD ON ADVERSE COMMENTS
BY AUDITORS

There were no adverse comments by the Auditors of
the Company and hence, no explanations are
provided.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditor,
Cost Auditor and Secretarial Auditor have not
reported any instances of frauds committed in the

Company by its Officers or Employees to the Audit
Committee and / or Board under section 143(12) of
the Act.

CORPORATE GOVERNANCE

As required under Regulation 34(3) read with
Schedule V (C) of the Listing Regulations, a report on
Corporate Governance and the certificate as
required under Schedule V(E) of the Listing
Regulations from Mr. Nagendra D Rao, Practising
Company Secretary, regarding compliance of
conditions of Corporate Governance are given in
Annexure - E and Annexure - F respectively, forming
part of this report.

As required by SEBI (LODR) (Amendment)
Regulations, 2018, 'Annual Secretarial Compliance
Report' issued by Mr. Nagendra D Rao, Practising
Company Secretary for the financial year ended
March 31, 2026 will be filed with BSE within the due
date of May 30, 2026.

Further, in compliance with the Listing Regulations,
your Board has adhered to the Corporate
Governance Code. All the requisite Committees are
functioning in line with the guidelines.

As reported earlier, a reputed firm of independent
Chartered Accountants has been carrying out the
responsibilities of Internal Audit of the Company and
periodically reporting their findings on systems,
procedures and management practices.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The 'Business Responsibility and Sustainability
Report' (BRSR) of your Company for the financial year
ended March 31, 2026 as given in Annexure - G forms
part of this Annual Report as required under
Regulation 34(2)(f) of the Listing Regulations.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
/ INDUSTRIAL RELATIONS

Industrial relations have been cordial and
constructive, which have helped your Company to
achieve production targets. The Company has a
three-year long-term agreement with the workmen
effective from October 01, 2024 to September 30,
2027.

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

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014 is
attached as Annexure - H which forms part of this
Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013
and the Compani es (Management and
Administration) Rules, 2014, a copy of the annual
return is placed on the website of the Company at
https://www.disa-india.com/investor-
relations/financials/extract-of-annual-return/

MATERIAL ORDER PASSED BY ANY COURT OR
REGULATOR OR TRIBUNALS IMPACTING GOING
CONCERN STATUS OF COMPANY

There were no orders passed by any Court or
Regulator or Tribunal during the year under review
which impacts the going concern status of the
Company.

REMUNERATION POLICY

The Nomination and Remuneration Policy, inter-alia,
provides for criteria and qualifications for
appointment of Director, Key Managerial Personnel
and Senior Management, Board diversity, remune¬
ration to Directors, Key Managerial Personnel, etc.
The Policy can be accessed at the following link:
https://static.noricangroup.production.k4.m1.bright
spot.cloud/63/b7/b0f59ae04fcebb21d4e889a3ec80
/remuneration-policy.pdf

PARTICULARS OF EMPLOYEES

Disclosures pertaining to the remuneration of
employees and other details as required under
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, is provided in a separate Annexure - I forming
part of this report. Further, the report and the
accounts are being sent to the Members excluding
the particulars of top ten employees. In terms of
Section 136 of the Companies Act, 2013 particulars of
top ten employees are open for electronic inspection
at the Registered Office of the Company. Any
Member interested in obtaining a copy of the same
may write to the Company Secretary.

NUMBER OF EMPLOYEES AS ON THE CLOSURE OF
FINANCIAL YEAR:

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

The Company has in place a Gender-Neutral Policy on
Zero Tolerance towards Sexual Harassment at
Workplace in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual
harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy.

The following is a summary of sexual harassment
complaints received and disposed off during the
Financial Year 2025-26.

No. of complaints received: Nil

No. of complaints disposed off: Nil

No. of cases pending for more than 90 days: Nil

MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT, 1961.

The Company is in full compliance with the provisions

of the Maternity Benefit Act, 1961. This includes
adherence to all applicable statutory requirements.

OTHER DISCLOSURES

a) Your Company has complied with the
applicable Secretarial Standards issued by
the Institute of Company Secretaries of India
during the year.

b) During the financial year, neither any
application nor any proceeding is initiated
against the Company under the Insolvency
and Bankruptcy Code, 2016.

c) The Company has not made any one-time
settlement for loans taken from the Banks or
Financial Institutions.

d) There were no reportable events that
occurred/took place subsequent to the date
of Financial Statements.

ACKNOWLEDGEMENT

Your Directors place on record appreciation for
valuable contribution made by employees at all
levels, active support and encouragement received
from the Government of India, the Government of
Karnataka, Company's Bankers, Customers,
Principals, Business Associates and other
Acquaintances.

Your Directors recognize the continued support
extended by all the Shareholders and gratefully
acknowledge with a firm belief that the support and
trust will continue in the future also.

For and on behalf of the Board of Directors

Deepa Hingorani

^{Date: May 19}, ²⁰²⁶ Chairperson

Place: Singapore D I N: 0 0 2 0 6 3 1 0