Disa India Ltd Directors Report

BOARDS REPORT

The Board of Directors has the pleasure in presenting the 41st 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 Companys 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 operational 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 Companys continued ability to create sustainable shareholder value.

The Board believes that the Companys 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:

	(Rs. Million)
Description	2025-26	2024-25
Revenue from Operations (net)	4,247.0	3,846.9
Profit before depreciation, tax finance cost and Exceptional Item	812.4	785.8
Less: Depreciation	47.0	46.2
Less: Finance Cost	3.5	5.1
Less: Exceptional Item	35.1	12.6
Less: Tax Expenses (including deferred tax)	187.6	184.5
Profit After Tax	539.25	537.4
Add: Other Comprehensive income	(5.9)	(6.0)
Total Comprehensive income for the year, net of tax	533.3	531.4
Add: Balance in Profit & Loss account brought forward from previous year	2,600.2	2,359.6
Profit Available for Appropriation	3,133.5	2,891.0

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.

DIVIDEND

Considering the dividend track record of the Company and based on the Companys 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.

Domestic Outlook

Indias 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.

Company Outlook

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 Indias 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

Indias 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:

Particulars	Standalone			Consolidated
	2025-26	2024-25	Change %	2025-26	2024-25	Change %
Operation Profit Margin (EBITDA) %	15.9%	15.4%	0.5%	15.7%	15.4%	0.3%
Net Profit Margin %	12.7%	14.1%	1.4%	12.6%	13.0%	(0.4%)
Debtor Turnover Ratio	7.4	10.6	(3.2)	7.5	10.6	(3.1)
Inventory Turnover Ratio	3.2	2.9	0.3	3.2	2.9	0.3
Interest Coverage Ratio	53.6	34.6	19.0	53.3	32.8	20.5
Current Ratio	2.2	2.0	0.2	2.2	2.0	0.2
Debt Equity Ratio	0.00	0.00	0.00	0.00	0.00	0.00
Earnings Per Share (Rs)	370.79	369.55	1.24	368.72	346.72	22.0

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:

	Standalone			Consolidated
Particulars	2025-26	2024-25	Change %	2025-26	2024-25	Change %
Return on Net Worth %	17.9%	20.4%	(2.5%)	17.6%	18.9%	(1.3%)

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 Companys 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 Companys 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 infrastructure 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 Thats 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 Companys 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 Companys 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 31st 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 Additional 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 reappointment 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 SubSection 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 independence 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 appointed 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 wellfunctioning 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 arms 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 Companys 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:

Name of Subsidiary	Country
Norican A/S	Denmark
Norican Global A/S	Denmark
Norican Group ApS	Denmark
Norican Holdings ApS	Denmark
DISA Holding A/S	Denmark
DISA Holding II A/S	Denmark
DISA Industries A/S	Denmark
WGH Holding Corp.	British Virgin Islands
Norican Group Canada, ULC	Canada
DISA (Changzhou) Machinery Limited	China
StrikoWestofen Thermal Equipment (Taicang) Co. Ltd.	China
Wheelabrator Group SAS	France
Walther Trowal SARL	France
Wheelabrator Group GmbH	Germany
Wheelabrator Group Holding GmbH	Germany
Wheelabrator-Berger Stiftung GmbH	Germany
SWO Holding GmbH/LMCS Group Holding GmbH	Germany
StrikoWestofen GmbH	Germany
Simpson Technologies GmbH	Germany
Monitizer GmbH	Germany
DISA Limited	Hong Kong
DISA India Limited	India
Norican Competency Centre India Private Limited (formerly DISA Technologies Private Limited)	India
Bhadra Castalloy Private Limited	India
Westman Simpson Technologies Private Limited	India
DISA K.K.	Japan
WG Plus Servicios S de RL de CV	Mexico
StrikoWestofen de Mexico, S.A. de C.V	Mexico
Norican Group de Mexico S de RL de CV	Mexico
SWO Polska Sp. Z.o.o.	Poland
Wheelabrator Group SLU	Spain
DISA Industrie AG	Switzerland

 

Name of Subsidiary	Country
DISA Holding AG	Switzerland
Castalloy Europe Limited	United Kingdom
WGH UK Holdings Limited	United Kingdom
WGH UK Limited	United Kingdom
Wheelabrator Technologies (UK) Ltd.	United Kingdom
Wheelabrator Group Ltd.	United Kingdom
WG Global LLC	United States
Castalloy Inc	United States
Schmidt Manufacturing, Inc	United States
Bob Schmidt, Inc	United States
Norican Group North America Inc.	United States
Norican Czech s.r.o.	Czech Republic
Dataprophet International B.V	Nederland

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 38th AGM till the conclusion of the 43rdAGM.

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, remuneration 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:

S.No. Employees Details	Number
1 Female	12
2 Male	186
3 Transgender	0

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION 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, Companys 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: 0020631 0