Your Directors are pleased to present the Forty Third Annual Report along with the audited financial statements for the financial year ended 31^st March 2025:

DIVIDEND

Your Directors recommend a dividend of 25% (? 0.50/- per share) for the financial year 2024-25. Payment of dividend is subject to the approval of shareholders at the ensuing Annual General Meeting. The dividend distribution policy framed by the Company 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 is accessible at https://nelcast.com/policies.

TRANSFER TO RESERVES

No transfer to the General Reserves has been proposed for the financial year 2024-25.

SHARE CAPITAL

The paid up equity share capital as on 31^st March 2025 was ' 1740.02 Lakhs.

OPERATIONS

During the year, the Company recorded Revenue from Operations of ? 1251.68 Crores as against ? 1266.94 Crores in 2023-24, with a marginal reduction compared to previous year on account of slowdown in the market. The Export turnover for the year 2024-25 is ? 445.22 Crores which is at the same level compared to previous year and contributes about 36% of the total turnover. Profit After Tax made during the year including exceptional item is ? 37.29 Crores as against ? 54.41 Crores in 2023-24. A reduction of about 10% excluding exceptional item. The sales and profit were affected due to slow down in the market across all sectors. The production during the year was 83,637 MT, compared to the previous year’s 85,366 MT.

EXCEPTIONAL ITEMS

During the year the Company has made a profit of ? 3.76 Crores on account of sale of surplus land available with the Company. This amount has been grouped under exceptional items.

MATERIAL CHANGES & EVENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

OUTLOOK

India continues to be the fastest-growing major economy, despite real GDP growth moderating to 6.0% in H1:2024-25 down from the previous year. The Indian Automobile Industry continued its steady performance in FY2024-25, driven by healthy demand, infrastructure investments, supportive Government policies, and continued emphasis on sustainable mobility. Passenger Vehicles, Two-Wheelers and Three Wheelers grew in FY2024-25 compared to FY2023-24, but growth rates have been varied across segments. Commercial Vehicles witnessed a slight de-growth of 1.2% in the FY2024-25, though performance in recent months has been comparatively better. On the exports front, good recovery is seen across all segments, particularly Passenger Vehicles and Two-Wheelers reflecting improved global demand and India’s growing competitiveness. As per the Society of Indian Automobile Manufacturers (SIAM), there was a slight degrowth in overall Commercial Vehicles sales, which has fallen marginally from 968,770 units in FY2023-24 to 956,671 units in FY2024-25. Commercial Vehicle industry expected to grow in the FY2025-26 due to stable macroeconomic conditions, proactive government policies and infrastructure spending by the Government.

In FY2024-25, the Tractor & Mechanization Association (TMA) reported a rebound in the Indian tractor industry, with domestic sales reaching 939,713 units, marking an 7.31% increase from the 875,724 units sold in FY2023-24. While this growth is promising, FY2022-23 still holds the record for the highest sales at 945,000 units. The industry is projected to surpass 1 million sales by 2026, driven by strong rabi and kharif crop seasons, favorable terms of trade, and increased government spending. According to Crisil Ratings, domestic tractor sales are projected to reach an all-time high of approximately 975,000 units in FY2025-26, driven by higher minimum support prices for key cash crops, improved replacement and construction demand, and expectations of an above-normal monsoon.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared Consolidated Financial Statements of Nelcast Limited and its subsidiary NC Energy Limited as at 31^st March 2025, 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, International Tractors (ITL), Daimler India, Caterpillar, etc., Tier I customers like Automotive Axles, American Axles, Dana, Rane-TRW, ZF India, etc., and Export customers like Meritor, American Axles, Daimler, Dana, Comer, ZF Industries etc., the Company is closely working with several of our customers in terms of new product development, improvement in quality, etc. to improve our products.

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 2025.

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.

Ms. Maheswari Mohan (DIN: 07156606) has been recommended to be re-appointed as NonExecutive 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 14^th May 2025, with effect from 30^th November 2025 to 29^th November 2030 subject approval from the shareholders in the forthcoming Annual General Meeting. In the opinion of the Board, she fulfils the conditions specified in the Act and the Rules made there under 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 sec 102 of the Companies Act, 2013 of the Notice of the 43^rd Annual General Meeting. The resolution seeking shareholder’s approval for her appointment forms part of the Notice.

Pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, and based on the recommendation of Nomination and Remuneration Committee and the Board of Directors, consent of the Members is sought for continuation of Mr. R. Sridharan (DIN: 00868787) as Non-executive Independent Director of the Company, who will be crossing 75 years of age during his tenure to hold office till his current tenure of appointment i.e., up to 22^nd May 2027. The resolution seeking shareholder’s approval for continuation of his appointment forms part of the Notice.

Mr. P. Deepak (DIN: 02785326) and Ms. P. Divya (DIN: 05158352), Directors are due to retire by rotation and being eligible offers themself for reappointment.

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 30^th January 2025.

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/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 2025 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 with 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 2024-25 has been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by SEBI Circular is given 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 2024-25 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 with interest of 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/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/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 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/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/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 2024-25 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 2024-25 pursuant to the provisions of Section 143(12) of the Act.

SECRETARIAL AUDITORS

Pursuant to the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014, the Board of Directors had appointed M/s. L.D. Reddy & Co., Practicing Company Secretaries as Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31^st March 2025 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.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 14^th May 2025 appointed M/s. L.D. Reddy & Co., Practicing Company Secretaries as Secretarial Auditor of the Company for audit period of five consecutive years commencing from financial year 2025-26 till financial year 2029-2030, at such remuneration as may be determined by the Board of Directors of the Company. The resolution seeking shareholders’ approval for this appointment forms part of the Notice.

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 2025. 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 14^th May 2025, 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 2025-26. The Company has also received the necessary certificate under 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 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/extract-of-annual-return. INDUSTRIAL RELATIONS

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/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 Company are given 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/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 2024-25, impacting the going concern status and Company’s operations in future.

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 2024-25.

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 onetime settlement was done with any Bank / Financial Institutions during the financial year 2024-25.

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

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.

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 2024-25, there were no cases filed pursuant to the above Act.

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/policies.

NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURE

None of the Independent / Non- Executive Directors have 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/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 IN THE BOARD

In the opinion of Board of Directors of the Company, 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, TECHNOLOGY ABSORPTION, 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 43^rd Annual Report and the Notice convening the 43^rd 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 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.