Nayara Energy Ltd Directors Report

Dear Shareholders,

The Directors take immense pleasure in presenting the 36 th Annual Report along with the Companys audited financial statements for the financial year ended March 31, 2026.

Highlights of financial performance on standalone basis

		(Rs in million)
Particulars	FY 2025-26	FY 2024-25
Revenue from Operations	1,439,706	1,494,735
Total Income	1,451,340	1,505,806
Earnings before finance cost, depreciation / amortisation, and Tax (EBITDA)	160,136	122,436
Profit before Tax	122,667	84,315
Tax expenses	31,657	23,702
Profit for the period	91,010	60,613

INDUSTRY OVERVIEW

Global market

The global economy demonstrated notable resilience in CY 2025, with global GDP growth estimated at 3.4% by the International Monetary Fund (IMF). This performance reflected a balance between opposing forces, as trade-related disruptions arising from tariff impositions by the United States on key trading partners were partially offset by strong technology- led investments, particularly in artificial intelligence, alongside continued accommodative monetary policies and fiscal support by central banks. Nevertheless, growth prospects are subject to heightened downside risks and are expected to be downgraded unevenly across regions, primarily following the escalation of the conflict in West Asia in February 2026. The effective closure of the Strait of Hormuz, through which an average 20 million barrels per day of Crude Oil and Oil products (~20% of global oil demand) and 112 billion cubic meters of LNG (~20% of global LNG trade) were shipped in 2025, has had far- reaching implications, particularly for energy-importing economies. Further, disruption of 1.5 million barrels per day of LPG exports through Strait of Hormuz not just affected petrochemical production, but also adversely impacted cooking and heating demand, especially for India and East Africa.

Global headline inflation moderated to 4.1% in CY 2025 from 5.8% in CY 2024, according to the IMF, as price pressures eased across most regions. Inflation, however, remained relatively elevated in the United States, partly reflecting the impact of tariff-related measures.

Crude oil markets experienced pronounced volatility during FY 2025-26. Brent crude futures traded within a wide range of USD 58.20 to USD 119.50 per barrel, averaging USD 68.76 per barrel for

the year. Prices trended lower through most of CY 2025 amid expectations of a supply surplus and broader macroeconomic concerns. This trend reversed sharply as geopolitical developments - including sanctions affecting oil supplies and disruptions in key producing regions - triggered renewed price spikes and heightened refinery margin volatility. Trade-related tariff actions and retaliatory measures further amplified market fluctuations. Downside pressures were partially mitigated by Chinese crude purchases for strategic petroleum reserve builds and an improving macroeconomic outlook towards the latter part of the year.

Expectations of oversupply briefly pushed crude markets into contango, with consensus pointing to a sizeable surplus entering 2026. This outlook changed materially in March 2026, as crude prices surged to multi-year highs following a sharp escalation of the West Asia conflict. Attacks on critical oil infrastructure and the de facto closure of the Strait of Hormuz disrupted Middle Eastern crude and product flows estimated at more than 13 million barrels per day (down from 20 million barrels per day, with diversion of some exports through Saudis East-West pipeline and UAEs Habshan-Fujairah pipeline, bypassing Strait of Hormuz), shifting market expectations abruptly from surplus to potential deficit conditions for 2026, contingent on the duration and severity of the conflict.

On the supply side, OPEC+ gradually unwound production cuts during CY 2025, encouraging member nations to reclaim market share amid elevated prices earlier in the year. Output increases commenced in April 2025 with an initial hike of 138 kb/d, followed by larger monthly additions through mid-year and further increases into December 2025. As prices weakened sharply toward the year-end, the group paused further hikes in the first quarter of 2026. Non-OPEC+ supply growth was led by the Americas, with the United States, Canada, Brazil, Guyana, and Argentina contributing incremental volumes. According to the International Energy Agency, non-OPEC+ supply rose by 1.8 mbpd in 2025, while OPEC+ added a further 1.3 mbpd. Supply growth in CY 2026 is expected to moderate, particularly among OPEC+ producers, as logistical constraints persist amid ongoing geopolitical disruptions. Consequently, earlier expectations of a large oversupply are now considered unlikely to materialise, as current supply constraints outweigh demand destruction in a high- price environment.

Refining margins remained generally subdued for most of the year, reflecting weak product demand and higher refinery utilisation rates, despite the closure of two large U.S. Gulf Coast refineries during FY 2025-26. Transportation fuel demand rebounded in CY 2025 after a muted recovery in 2024, while demand for petrochemical feedstocks weakened amid tariff- related disruptions. Naphtha, LPG, and ethane together accounted for only around one-third of the total year- on-year oil demand increase of 847 kb/d. In March 2026, refining margins diverged significantly across regions - Asian and Middle Eastern refiners faced crude shortages and elevated spot prices, while U.S. refiners benefited from relatively resilient margins and higher utilisations following the maintenance season.

The near-term outlook for global growth and crude oil markets remains highly uncertain. The ongoing conflict in West Asia has resulted in one of the largest supply disruptions in the history of oil markets, with limited alternatives

INDUSTRY OVERVIEW

to bypass critical shipping routes and supply losses expected to persist until maritime trade normalises. Damage to oil infrastructure may have lasting implications for medium-term growth in the region, despite underlying financial resilience. While the International Energy Agency in March 2026 has agreed to release 400 million barrels of strategic reserves in the near term to stabilise markets, this is expected to provide only temporary relief in the absence of a swift resolution to the conflict.

Energy-importing economies across Asia and Europe continue to face disproportionate pressures from elevated input costs as supplies remain constrained. Limited fiscal headroom and logistical bottlenecks across key commodities - including oil, natural gas, and fertilisers - are expected to sustain upward pressure on inflation. A prolonged conflict heightens the risk of a broader economic slowdown, as demand destruction from high energy prices coincides with tighter financial conditions, rising yields, and widening credit spreads. Accordingly, global growth forecasts beyond 2026 are likely to face downward revisions should geopolitical uncertainties persist.

Domestic Market

As per the data published by Ministry of Finance, Government of India, vide press note dated February 1, 2026, the Indian economy maintained strong growth momentum throughout FY 2025-26 with estimated GDP growth projected at 7.4%, up from

7.1% in FY 2024-25, reflecting a sustained broad-based expansion.

The acceleration was driven primarily by a rebound in private consumption, supported by increasing rural demand, strong growth in the construction and services sectors, and sustained industrial activity led by manufacturing and infrastructure-related investments during FY 2025-26.

As per the ready reckoner for FY 2025-26 issued by the Petroleum Planning and Analysis Cell of Ministry of Petroleum and Natural Gas, consumption of petroleum products increased by 1.7% from 239.2 MMT in FY 2024-25 to 243.2 MMT in FY 2025-26. Transportation fuels such as Ethanol Blended Motor Spirit (EBMS) and High-Speed Diesel (HSD) recorded combined year on year growth of 4.5% in FY 2025-26, compared to 3.6% in the previous year.

Overall HSD consumption grew by 3.6% during FY 2025-26, significantly higher than the 2.0% growth recorded in FY 2024-25. This was supported by a strong infrastructure led demand environment, underpinned by Central Government capital expenditure budgeted at approximately ?11.2 trillion (over 3% of GDP). Increased infrastructure execution drove higher diesel usage across construction equipment, mining activities, road building and power backup applications. This was further reinforced by higher movement of petroleum products, containers, and coal, translating directly into increased diesel demand in trucking and multimodal logistics. Stable agricultural activity, where diesel remains the primary fuel for tractors, irrigation pumps, and harvesters, also supported structural demand. Collectively, infrastructure execution, rising freight volumes, and steady agricultural and industrial activity translated into stronger diesel offtake momentum during the year.

HSD retail channel volumes, which had remained subdued over the previous two years (-1.1% in FY 2023-24 and 1.2% in FY 2024-25), regained momentum in FY 2025-26, registering 3.1% year on year growth. This aligned with estimated growth of 3-5% in commercial vehicle sales.

The Institutional Business segment - covering customers such as Railways, industrial users, and infrastructure companies procuring HSD directly from oil marketing companies at consumer pumps - also recorded robust performance, maintaining growth of over 7.2% during FY 202526. Overall consumption of HSD grew by 3.6% from 91.4 MMT in FY 202425 to 94.7 MMT in FY 2025-26.

EBMS consumption grew by approximately 6.5%, increasing from 40 MMT in FY 2024-25 to 42.6 MMT in FY 2025-26. Demand was driven

primarily by passenger vehicles and two wheelers, which together account for over 80% of EBMS consumption. With more than 70% of new passenger vehicle sales being EBMS-based, supported by sustained economic activity and expanding urban logistics, EBMS has become the fastest-growing transportation fuel in Indias oil basket.

The Government of India continues to focus on increasing ethanol blending in MS. In line with the same, the industry has shifted to a 20% ethanol blending mandate to enhance self-reliance in petroleum products during the latter part of FY 2025-26.

In FY 2025-26, the Polypropylene (PP) industry grew to 8.1 MMT, registering growth of 6.6% over FY 2024-25.

Towards the end of FY 2025-26, from March 2026 the conflict in West Asia has impacted the domestic market as LPG, LNG and crude are no longer economically available resulting in unfavourable economics in the domestic market. These developments also resulted in Government of India imposing windfall tax on product exports and reduction in the refinery transfer price between Oil marketing companies.

OPERATIONAL

PERFORMANCE

Impact of International Sanctions

During the financial year, your Company was subjected to sanctions by the European Union and the United Kingdom. These measures were introduced under respective regulatory frameworks.

The Company maintains that these actions are unilateral, without jurisdictional nexus, and not reflective of operational reality. The Government of India has also reiterated that India does not subscribe to any unilateral sanction measures. It considers the provision of energy security a responsibility of paramount importance to meet the basic needs of its citizens and stressed that there should be no ^ double standards, especially when it comes to jp energy trade.

IR Despite full compliance with applicable Indian laws the sanctions have had operational implications on the Companys business including disruption in access to technology support, specialised services, and critical spare parts from certain overseas suppliers, particularly those based in Europe and the United Kingdom, constraints in marine logistics, challenges in banking and insurance support etc.

The Company has undertaken necessary mitigation measures, including exploring alternate sourcing strategies and strengthening domestic capabilities, to ensure continuity of safe and reliable operations. However, given the refinerys reliance on specialised technologies and global supply chains, certain constraints persist.

The Board continues to closely monitor developments and engage with relevant stakeholders including the Government of India as well as the regulatory authorities in the European Union and the United Kingdom to mitigate risks, safeguard operations, and ensure sustained contribution to Indias energy security.

International Supply & Trade and Economic Planning & Scheduling

FY 2025-26 was among the most volatile periods for global energy markets, marked by heightened geopolitical tensions, persistent disruptions to established maritime trade routes, and evolving supply-side dynamics.

Against this backdrop, Nayara Energy navigated a complex operating environment requiring careful management of compliance, logistics, and market access, while continuing to play a dependable role in safeguarding Indias energy security through stable supplies to the domestic market. Despite heightened uncertainty, the Company ensured availability of crude, enabling the refinery to operate at consistently high utilisation levels throughout the year. Even amid tightening logistics, elevated freight costs, and supply chain constraints, Nayara Energy sustained stable refinery operations, uninterrupted crude inflows, and timely evacuation of products.

Notwithstanding these challenges, the Company generated incremental value through disciplined negotiations, strategic placement of product barrels, and efficient cargo parcel optimisation.

Nayara Energy maintained a strong focus on domestic priorities throughout year. Despite encountering challenges in placing cargoes in the export market during second half of year, the Company ensured timely product evacuation to sustain stable refinery operations and support margin generation.

With a sustained focus on domestic energy security, Nayara Energy remained committed to the mission of being In India, for India while effectively leveraging international markets to enhance value. Despite a challenging and evolving global environment, the Company remains confident and optimistic. Supported by a highly complex refinery, diversified trading capabilities, and strong risk governance and adaptability, Nayara Energy is well positioned to navigate volatility and deliver sustainable value in the years ahead.

OPERATIONAL PERFORMANCE

Refinery

The Refinery continued on its path of operational excellence, demonstrating strong technical capabilities to maintain high levels of asset reliability and ensure the safety of people. Despite multiple external challenges, the Refinery achieved an overall capacity utilisation of 94.2%, processing 135.1 million barrels of crude oil during the year. Several reliability challenges were effectively managed through alternative sourcing of critical spares, chemicals, and services, as well as through the indigenisation of technologies.

During FY 2025-26, the Refinery maintained high availability of process and auxiliary units without any major safety incidents. As part of the refinery improvement program, revamp of Crude Distillation Unit 1 (CDU 1) was successfully commissioned in April 2025, involving installation of additional heat exchangers to improve energy efficiency. In parallel, several small-scale projects were implemented to continuously improve refinery performance and reduce energy consumption.

The Refinery successfully extended its run length through targeted technical interventions addressing reliability and catalyst performance. Consequently, the planned turnaround was deferred by five months and was undertaken after the end of the financial year in April 2026.

During FY 2025-26, the Company maximised the production of domestic- grade petroleum products, particularly Motor Spirit (MS) and HSD, in line with evolving energy demand. The domestic share of petroleum product supply increased from 67% to 76% in FY 2025-26. The Refinery recorded its highest-ever production for several products, including MS, EBMS, Mineral Turpentine Oil (MTO), and BS VI HSD, while continuing to optimally produce Polypropylene (PP) from the recently commissioned PP Unit.

The Company remains focused on sustained improvement and continuous benchmarking against peers. As part of

this effort, Nayara Energy participates in the bi-annual Solomon benchmarking study for fuel refineries and achieved exemplary performance, with 25 performance parameters ranking in the first and second quartiles for calendar year 2024, the results of which were published during FY 2025-26.

Following the completion of turnaround activities, the Companys primary focus is to ensure uninterrupted supply of petroleum products to meet the countrys growing energy needs.

Marketing

Nayara Energys domestic marketing business delivered strong and resilient performance during FY 2025-26, driven by disciplined execution, customercentric initiatives, and expanding market presence. Across retail, supply, institutional, and petrochemical segments, the Company strengthened volumes, enhanced realisations, and reinforced its position in a dynamic operating environment.

Retail

During FY 2025-26, the retail business delivered robust volume growth, reinforcing Nayara Energys position as Indias largest private fuel retailer. Despite dynamic market conditions, disciplined channel management, strategic network expansion, and a continued focus on customer-centric initiatives enabled the Company to achieve its highest-ever sales volume of 8.96 million KL, registering approximately 8.4% growth over the previous year and outperforming industry growth by 1.8% in EBMS and 5.4% in HSD.

The Company adopted a quality-led network expansion strategy, with a focus on higher throughput per outlet (TPO) locations. Growth at existing retail outlets remained positive, underpinning resilience and stability across the network. Aggregate Market

Effectiveness (ME) reached all-time high levels, reaffirming the competitive strength of the retail proposition.

Flagship consumer schemes were executed through fully automated platforms, ensuring seamless and transparent digital transfer of benefits to customers. During FY 2025-26, the Fleet Plus Program - one of the major HSD volume drivers - was further strengthened through complete digitisation and integration with retail automation systems. This enabled the Company to attract large fleet customers and drive higher HSD volumes, even in an environment of subdued industry growth.

The Company continued to focus on delivering a consistent and superior customer experience across the retail network through stringent monitoring and control mechanisms, alongside

the implementation of Emergency Response and Disaster Management Plan (ERDMP) provisions. Capabilitybuilding initiatives were significantly enhanced through structured and targeted training programs for franchisees and frontline staff, strengthening resilience, service execution, and safety standards.

Nayara Energy remained committed to creating a positive social impact at the grassroot- level, supporting employment and livelihoods for over 55,000 retail outlet staff and local communities. As Indias largest private fuel retailer, the Company remains dedicated to delivering safe, reliable, and efficient mobility solutions nationwide and to serving as a trusted partner in meeting the nations evolving energy needs through operational excellence and sustainable growth.

OPERATIONAL PERFORMANCE

Supply & Distribution

FY 2025-26 was a pivotal year for the Companys supply and distribution infrastructure and channels. Amid a challenging external environment, the Company demonstrated resilience, delivering consistent results across key focus areas.

Domestic sales volumes of MS, HSD, and LPG supplied to oil marketing companies reached 4.8 MMTPA during the year. Infrastructure augmentation initiatives focused on strengthening nationwide supply chains, including the addition of 32 TKL of coastal tankage capacity to enhance supply flexibility and operational responsiveness.

In August 2025, a local pipeline arrangement was activated from the MRPL refinery to Nayara Energys hired tankage at Mangalore, strengthening supply continuity. In parallel, supplies commenced from five new locations

for retail dispatches, further reinforcing supply security. A white oil road transportation tender was successfully concluded, enhancing long-term supply security and cost stability. Rail logistics achieved a significant milestone, with 1,032 rakes loaded during FY 2025-26 across own and hospitality locations, reflecting improved planning and asset utilisation.

Institutional Business

The Institutional Business delivered resilient performance in FY 202526, driven by focused execution, portfolio optimisation, and geographic expansion. Market share of the On- Purpose portfolio rose to 10.1%, with Bulk HSD volumes up ~7.6% YoY.

Light Diesel Oil (LDO) and Mineral Turpentine Oil (MTO) market shares increased to approx. 15% and approx. 22%, respectively, reflecting strong customer confidence and disciplined pricing. Efficient commercialisation of swing and evacuation products (Petcoke, Sulphur, Fly ash) ensured inventory liquidity and value realisation. Ethanol blending of 15-20% was consistently achieved across all terminals, aligning with government mandates and sustainability objectives. By the end of FY 2025-26, the Company had attained 20% blending requirement, supported by cost-optimised and diversified ethanol sourcing.

Polypropylene

During FY 2025-26, Nayara Energy made significant progress in strengthening its presence across major Polypropylene (PP) consumption hubs, with a continued focus on higher realisations and customer diversification.

The entire PP sales volume of 317 KT during the year was channelised to the domestic market, reinforcing the Companys commitment to supporting Indias growing petrochemical demand. Continuing its growth trajectory, the Company expanded its customer base to over 1,600 customers across India.

Production was focused on high- demand PP grades such as Raffia, Injection Moulding, Tubular Quenched Polypropylene (TQPP) and Biaxially Oriented Polypropylene (BOPP), enabling strong alignment with downstream customer requirements. Through customer applications across a wide range of sectors, including household goods, furniture, food and bakery packaging, garments, cement, automotive components, appliances, and infrastructure, Nayara Energys PP products continued to touch millions of lives every day.

With a strong domestic footprint, diversified grade portfolio, and a growing customer base, the Polypropylene business remains well positioned to support sustained growth while enhancing value realisation in the years ahead.

Asset Development

The Asset Development function plays a critical role in identifying, planning, and executing strategic projects that unlock value from both new and existing assets, enhance refinery performance, and improve reliability. Building on the Companys demonstrated large- scale project execution capabilities - including the successful commissioning and Performance Guarantee Test Run (PGTR) of the 450 KTPA Polypropylene Project (Phase I) at Vadinar in 2024 - multiple initiatives are being progressed through a structured, stage-gated development framework. This framework is underpinned by strong governance over engineering readiness, execution planning, risk management, and rigorous testing of project margin resilience.

During FY 2025-26, the Company advanced two key objectives, as outlined below:

A) Refinery Sustainability & Performance Enhancement

VGO MHC Revamp Project aims to enhance operational flexibility by enabling the production of 100% diesel with Sulphur content below 10 ppm, without the need for intermittent Mild Hydrocracking (MHC) shutdowns, while also extending catalyst run length. Engineering, Procurement, and

Construction (EPC) contracts, along with Project Management Consultancy (PMC) responsibilities, have been awarded. The project is j progressing as planned and remains on track for completion during the refinery turnaround scheduled in FY 2026-27.

Coke Drum Replacement Project for the Delayed Coker Unit (DCU), aimed at enhancing asset reliability and operational safety, made substantial progress during FY 2025-26. Due to prevailing geopolitical environment completion of this project got delayed and now extends beyond the planned FY 2026-27 turnaround and is expected to be undertaken at the next feasible opportunity.

During FY 2025-26, the Companys subsidiary, Coviva Energy Terminals Limited made significant progress in implementing a new Single Buoy Mooring (SBM 2) project, being developed. SBM 2 is a critical initiative to enhance crude oil handling capacity, improve operational flexibility, and strengthen system redundancy.

B) Phase II Mega

Petrochemical Project

This project is being conceptualised at reducing exposure to market cyclicality through diversification and scaling up the Companys presence in the petrochemical segment by expanding polyolefin capacity from 0.5 MMTPA to 2.5 MMTPA. The project will also enable significant refinery- petrochemical integration benefits, including the utilisation of approximately 1.73 MMTPA of refinery feedstocks and the deployment of optimised common utilities.

Basic Engineering has been completed, and tenders have been floated to invite bids for the Front- End Engineering Design (FEED) phase. Project execution strategies have been formulated to minimise construction timelines without compromising on safety and quality standards, which remain our foremost priorities.

These initiatives are vital steps in ensuring that Nayara Energy continues to meet growing energy and petrochemical demand with efficiency, consistency, and operational excellence. Through this expansion, the Company is reinforcing its commitment to serving customers across markets with the fuel and petrochemical products they require, swiftly, reliably, and economically.

FINANCIAL

PERFORMANCE

During FY 2025-26 there was significant volatility in crude benchmarks rising from US$ 72.49/bbl in March 2025 to $128.52/bbl in March 2026 and foreign exchange, with the Indian Rupee depreciating by 10.6% from ? 85.58 to ? 94.65 per US dollar during the period. Gasoil and Gasoline cracks increased by 82% and 35% respectively on an average. This was further accompanied by an increase in premium, freight & insurance costs along with reintroduction of Special Additional Excise Duty and implementation of the new labour code.

Operational agility, robust fuel cracks, and proactive financial & operational risk management enabled strong performance despite volatility. Further, disciplined controls and proactive management prevented structural stress on liquidity, profitability, and compliance. The key financial metrics on standalone basis are outlined below:

The Net operating cash more than doubled in comparison to the previous year. As a result of robust cash management, the Company was able to maintain its liquidity strength and support necessary capital expenditure of ? 27,486 Million and debt servicing of ^ 40,058 Million.

Despite geopolitical challenges the Company ensured adequate insurance coverage commensurate with the nature, scale and risk of the Companys operations and safeguarding its assets, liabilities and operational exposures.

To conserve financial resources, the Board of Directors has not recommended any dividend for the financial year ending March 31, 2026. Further, no amounts are proposed to be transferred to the General Reserve.

Standalone and Consolidated Financial Statements

The audited standalone financial statements of the Company, prepared in accordance with the Indian Accounting Standards (Ind AS), for the financial year ended March 31, 2026, form part of this Annual Report. The audited consolidated financial statements of the Company, as required under Section 129 of the Companies Act, 2013 (Act), also form part of this Annual Report.

Buyback of Shares

As reported in the Boards Report for FY 2024-25, and in compliance with Section 68 and other applicable provisions of the Companies Act, 2013, the Company successfully completed a buyback offer for the purchase of equity shares made to the minority public shareholders at a price of ^731 per equity share.

Out of the shares tendered by minority public shareholders during the offer period from April 11,

2025, to May 7, 2025, the Company bought back 21,70,347 equity shares, representing approximately 8.38% of the total buyback size, for an aggregate consideration of ^1,586 million. The equity shares so bought back were duly extinguished.

Consequent to the completion of the buyback, the paid-up equity share capital of the Company stands reduced to 1,48,83,90,808 equity shares of ^10 each, aggregating to ^14,883 million.

Redemption of NonConvertible Debentures

During FY 2025-26, the Company successfully redeemed outstanding 7,338,221 Non-Convertible Debentures (NCDs) of ^350 each.

These NCDs had been issued on December 15, 2020 to the resident public shareholders of erstwhile Vadinar Oil Terminal Limited (VOTL)

as consideration pursuant to Scheme of Amalgamation of VOTL with the Company.

Consequent to the aforesaid redemption, the Company does not have any outstanding securities other than equity shares.

Holding and Subsidiary Companies

The Company does not have any holding company. As on March 31, 2026, the Company has four wholly owned subsidiaries.

During FY 2025-26 ended March 31, 2026, the Company incorporated a wholly owned subsidiary in Qatar, namely Nayara Energy Overseas Holdings LLC. Subsequently, Nayara Energy Overseas Holdings LLC incorporated its wholly owned subsidiary, Nayara Energy Overseas Trading LLC. Both these companies are yet to commence operations. A summary of activities undertaken by existing subsidiaries is given below:

Nayara Energy Singapore Pte Ltd

Nayara Energy Singapore Pte. Ltd. (NESPL), a wholly owned subsidiary of the Company, is engaged in the trading of crude oil and petroleum products, along with financing activities. NESPL plays a strategic role in optimising the placement of refinery barrels to generate incremental margins for the Group.

During FY 2025-26, NESPL established itself as a key participant in the Asia- Pacific (APAC) and Middle East and Asia (MEA) markets by executing several delivered-basis trades and expanding into new markets and geographies. Backed by strong financial support and credit lines, NESPL successfully implemented flexible and innovative trade structures, leading to diversification of the Nayara Energy Groups customer and supplier portfolio.

Coviva Energy Terminals Limited

As stated above, Coviva Energy Terminals Limited is implementing a second Single Buoy Mooring in Deendayal Port Authority waters for captive use by Nayara Energy. Prevailing geopolitical environment pose challenges for the subsidiary in completing the marine facilities and associated infrastructure by originally planned schedule of August 2026. All possible measures to seek an extension of this timeline from concerned authorities are being taken.

Since more than 50% of the share capital in Nayara Energy is held by foreign entities, the downstream investment by the Company in Coviva Energy Terminals Limited is classified as indirect foreign investment under the Foreign Direct Investment (FDI) Policy. The Company has obtained a certificate from its Statutory Auditors, M/s S. R. Batliboi & Co. LLP, certifying compliance with the applicable provisions of the FDI Policy.

A report on the performance and financial position of each of the subsidiaries, as required under Form AOC-1, forms part of this Annual Report and is therefore not repeated here for the sake of brevity. The Company does not have any associates.

The financial statements of the subsidiaries for the financial year ended March 31, 2026, together with other related information, will be made available to any member of the Company or its subsidiaries seeking such information at any point in time and are also available for inspection at the Companys Registered Office.

SAFETY AND OCCUPATIONAL HEALTH

Committed to Safe Operations

During FY 2025-26, Nayara Energy Limited further strengthened its operational excellence by sustaining safe and stable operations, supported by robust safety systems and disciplined execution. A strong emphasis on proactive hazard identification, effective implementation of engineering and administrative controls, transparent reporting, and systematic sharing of learnings continued to reinforce a positive safety culture across the organisation. Leadership engagement through structured safety dialogues, site safety rounds, and participation in safety campaigns further strengthened safety ownership at all levels.

Capability building remained a cornerstone of the Companys safety framework. Customised training programs and focused awareness initiatives enhanced workforce readiness, while extensive fire and rescue training and mock emergency drills bolstered preparedness for both routine and high-risk operations. Contractor safety governance was further reinforced through trade skill validation, competency assessments, and structured engagement mechanisms, ensuring consistent safety performance across the value chain. Continual improvement was driven through statutory and third- party audits, validating compliance with regulatory requirements and the adequacy of critical safety and fire protection systems.

To enhance road safety standards, defensive driving training programs were conducted, and Driver Management Centres (DMCs) were launched. Nayara Energy is the first in the industry to introduce DMCs, with a focus on improving safe driving behaviour, a critical element of supply operations.

These initiatives reflect the Companys safety culture, enabling it to anticipate, absorb, and recover from operational risks while maintaining safe, reliable, and sustainable operations. This is evidenced by strong safety performance during the year, with a Total Recordable Injury Rate (TRIR) of 0.051, continuing a consistent declining trend over the past three years.

Process Safety Management (PSM)

During FY 2025-26, the refinery and depots maintained strong process safety performance, recording zero Tier 1 and Tier 2 Process Safety Events, reflecting the effectiveness of preventive controls, operational discipline, and the Companys commitment to safeguarding people, assets, and the environment.

Occupational Health

Employee health and well-being remain fundamental pillars of Nayara Energys Health, Safety, and Environment (HSE) framework. At the operational level, occupational health risks are systematically identified and managed through annual qualitative and quantitative exposure assessments, supported by a robust health surveillance program aligned with statutory requirements and industry best practices. Targeted health awareness programs, preventive care initiatives, and wellness campaigns are regularly conducted to enhance workforce resilience, promote a culture of well-being, and contribute to long-term value creation for the organisation.

The Refinery further strengthened its Process Safety Management framework by expanding coverage to all 20 Risk-Based Process Safety (RBPS) elements, including the integration of the remaining five elements. This was supported by structured maturity assessments, element-wise internal audits, role-based competency development initiatives, and extensive awareness programs.

ENVIRONMENT AND SUSTAINABILITY

As India strengthens its climate ambition through its updated Nationally Determined Contribution for the 2031-2035 period, Nayara Energy is positioning itself to operate effectively in an evolving energy landscape. The national focus on reducing emissions intensity, accelerating renewable deployment, and restoring ecosystems underscores the need for energy companies to balance growth, energy security, and sustainability.

Nayara Energy follows a structured and phased ESG approach, anchored in regulatory compliance and progressively strengthening its decarbonisation and sustainability practices. In the near term, the Company is focusing on increasing the utilisation of renewable energy across the refinery operations, ensuring operational discipline and improving energy efficiency. In the longer term, the Company is preparing for deeper energy transition pathways. In parallel, systems for tracking and verifying emissions are being strengthened, and readiness is being built for Indias emerging carbon market. This approach i ensures continued compliance and competitiveness without

* compromising refinery reliability or financial discipline.

I Environmental and social resilience continue to be strengthened across Nayara Energys operations and neighbouring communities through robust environmental management practices. The Company is advancing ; biodiversity conservation and nature-based solutions,

• including large-scale mangrove afforestation and wetland J restoration initiatives in the Gulf of Kutch region, reinforcing its commitment to sustainable ecosystems and climate resilience. Focus areas include water stewardship, zero routine flaring, and emissions management to support operational continuity in an increasingly resource- constrained environment.

In parallel, through long-term community programs in health, nutrition, livelihoods, education, and water security, Nayara Energy is strengthening social systems that enhance resilience against economic and environmental shocks.

J Strong Board oversight, effective risk management, and a commitment to ethical conduct ensure that ESG considerations are embedded at the highest levels of governance. Guided by the United Nations Sustainable Development Goals, the Companys approach integrates environmental stewardship, people-centric growth, and responsible governance, while continuing to support Indias energy security needs. Nayara Energys ESG journey remains ongoing, adaptive, and future-focused, enabling I the Company not only to withstand change but also to lead I responsibly through it.

Powering Performance with Purpose

At Nayara Energy, our people are central to our success, driving sustainable performance, building resilience, and long-term value creation. In a year shaped by evolving business dynamics and global uncertainties, we remained steadfast in strengthening an inclusive, agile, and high-performing Organisation. Our people strategy is anchored around three core pillars: Capability Building for the Future, Performance and Accountability, and Employee Experience and Wellbeing.

As on March 31, 2026, the Company had 3,319 employees, of whom 3,161 were male, 158 were female and no transgender employees.

The Company also employed 3 differently-abled persons.

Talent Acquisition and Employer Brand

During FY 2025-26, we continued to strengthen our talent acquisition strategy to attract high-quality talent aligned with the Companys priorities. Leveraging digital sourcing platforms and structured assessment frameworks enabled us to enhance both the quality and speed of hiring.

With a continued focus on building a future-ready talent pipeline, Nayara Energy engaged with over 20 leading academic institutions as part of its campus hiring initiatives in FY 2025-26. We onboarded Management Trainees, Chartered Accountant Trainees, Graduate Engineer Trainees, and Diploma Engineer Trainees at the junior management cadre. A total of 69 new candidates were successfully inducted, accounting for 34% of total entry-level hiring during the year.

We also launched the Igniting Minds Induction Program, a standardised onboarding framework designed to accelerate early integration and role readiness across locations. The program combines self-paced e-learning with a structured two-day in-person induction to support capability building and cultural alignment.

Talent and capability development

FY 2025-26 focused on strengthening enterprise-wide talent and capability development. Structured talent reviews and succession planning identified high potential leaders to support future growth. Capability building remained a priority, with 8,167 learning days completed across leadership, functional, and professional skills. Leadership programs were delivered in partnership with IIM Ahmedabad and SP Jain, alongside expanded functional and cross-functional learning initiatives. In line with the digital agenda, Digital Transformation Champions completed the Digital Transformation Journey to drive enterprise-wide digital value creation.

Diversity, Equity & Inclusion

Our commitment to building an inclusive and equitable workplace continued to strengthen during the year. Focused awareness campaigns and unconscious bias workshops were conducted for people managers to deepen understanding and encourage inclusive behaviours across teams.

The Design for Inclusion leadership alignment initiative enabled leaders to move beyond awareness towards building deeper conviction, fostering meaningful and sustained inclusion across the organisation.

In line with our commitment to providing a safe, inclusive, and respectful workplace, the Company remained fully compliant with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee (IC) was in place during the year to address complaints, supported by regular awareness sessions and mandatory training programs. There were no pending complaints at the beginning of the financial year, and no complaints were received or remained pending during FY 2025-26.

The Company has also complied with the provisions of the Maternity Benefit Act, 1961, ensuring statutory maternity benefits for all eligible women employees, reinforcing its commitment to employee well-being, inclusivity, and legal compliance.

Culture of Recognition and Employee Experience

Recognition and inclusion remain central to our employee experience agenda. During FY 2025-26, over 1,358 GEM Awards were conferred, reinforcing a culture that values performance, contribution, and shared success.

Building a differentiated and inclusive employee experience remained a key priority during the year, with a strong focus on progressive, people-centric policies that support employees across life stages. During FY 2025-26, we introduced several initiatives aimed at enhancing employee well-being and financial security, including a Mobile Handset Lease Policy, a comprehensive Retirement Policy, and the extension of OPD benefits to all employees.

Holistic Wellness

The launch of the EON Wellness Program strengthened the Companys holistic approach to employee well-being across physical, mental, emotional, social, and financial dimensions. With counselling utilisation at 8% and platform usage exceeding 25%, the program enhanced access to well-being interventions and supported employee resilience, engagement, and sustainable performance. Extending coverage to employees families, the initiative reinforces Nayara Energys commitment to building a healthier and more resilient workforce.

Road Ahead

As Nayara Energy continues its growth journey, our people priorities will remain firmly focused on:

• Building future-ready capabilities at scale

• Strengthening leadership and succession depth

• Embedding a high- performance culture

• Enhancing employee experience and engagement

We are confident that our people will continue to be key enablers of our strategic ambitions, driving resilience, innovation, and long-term value creation.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors, on the recommendation of the CSR and Sustainability Committee, constituted under Section 135(1) of the Companies Act, 2013 (Act), has adopted a CSR policy identifying the activities to be undertaken by the Company.

The policy can be accessed on the Companys website: https://www. nayaraenergy.com/sustainability/csr- policy

An annual report on CSR, containing the details of the CSR policy and other particulars specified in the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this report as Annexure A.

In FY 2025-26, the Company was required to spend ^2,359.60 million on CSR activities but incurred an expenditure of ^592.93 million,

leaving an unspent amount of ^1,766.67 million. The implementation delays arose from changes in State Government priorities, partner modifications, project scope revisions, and feasibility issues at initially identified locations, necessitating midcourse corrections and the deferral of certain projects. This reflects the impact of evolving policy directions and

on-ground practical challenges on CSR execution during the year.

The CSR program continued to focus on four core thematic areas—Health and Sanitation, Education and Skill Development, Sustainable Livelihoods, and Rural Development - with strong alignment to national priorities and measurable community outcomes. Combating malnutrition remained a flagship priority. The program achieved a 71% reduction in Moderately Underweight (MUW) children and an 89% reduction in Severely Underweight (SUW) children in intervention areas. Additionally, 51 Anganwadi Centres in villages surrounding the refinery were transformed into SMART Anganwadis in alignment with Saksham guidelines, improving service delivery and early childhood care.

Nayara Energys commitment to Indias TB-free mission was expanded beyond Jamnagar to Wardha and Pali depots. Across these locations, 1,968 TB patients were brought under treatment, and 5,143 nutrition kits were distributed to support recovery. Preventive healthcare initiatives included eye check-up camps across 24 depot locations, screening 3,685 tanker truck drivers, with 2,459 corrective spectacles provided. To enhance social protection, Group Personal Accident (GPA) insurance coverage was extended to 11,000 tanker truck crew members and 52,500 retail outlet staff across ~7000 outlets Pan-India, significantly strengthening safety nets for frontline personnel.

Under Project Swachh Halar, 21 villages around the refinery were covered through door-to-door waste collection. A total of 13.2 MT of plastic waste was diverted for coprocessing. At the Material Recovery Facility, Khambhalia, 32.7 MT of dry waste from over 4,700 households was processed, with 35.7 MT sent for recycling, reinforcing circular economy practices. Environmental interventions were further expanded through the MISHTI project, with 200 hectares of raised-bed mangrove plantation along the Jamnagar and Devbhumi

Dwarka coast. Nayara Energy also supported the restoration of 604 hectares of wetland at Khijadiya Bird Sanctuary, benefiting over 300 bird species, and planted 1,000 saplings in Khambhalia municipality.

FY 2025-26 marked the launch of Project Gramshiksha, covering 30 villages and 43 government schools and benefiting 6,000 students around the refinery. Education support was extended to 358 students from economically weaker backgrounds. In partnership with JMC and NPSS, two model English-medium government primary schools were supported in Jamnagar, enabling the deployment of 14 teachers and the enrolment of 176 students.

Under PM POSHAN, nutritious midday meals were provided to 45,000 students in Mumbai and Tirupati. Further, 244 school dropouts, primarily women, resumed education through NIOS, with 227 students successfully completing Class 10 and 12 examinations. In Pali, 11 schools and 9 Anganwadis were strengthened through STEM labs, solar power, and learning infrastructure.

Vocational and employability skills training reached 1,713 youth, with courses aligned to industry demand. Over 600 trainees secured employment, while ^1,064 lakh worth of social security entitlements were facilitated for 19,000 vulnerable citizens across Devbhumi Dwarka and Jamnagar.

The flagship Project Gram Samruddhi was expanded to Wardha and Pali depots. Around the refinery, 47 water harvesting structures added 1.47 MCM, creating a cumulative 22.81 MCM of water storage capacity. A total of 152 farmers adopted micro-irrigation across 246 hectares, and over 500 farmers were trained in sustainable agriculture. In Pali and Wardha, water and climate-resilient farming interventions improved productivity by 15% while reducing chemical fertiliser use by 10%. Womens entrepreneurship was strengthened through programs

benefiting 1,400 women across 25 villages. Additionally, 75 SHGs were strengthened.

Rural infrastructure improvements included school renovations, solar installations, mid-day meal kitchens, and the construction of 5.2 km of all-weather roads in Mithoi village, significantly enhancing connectivity.

We have partnered with the All India Institute of Medical Sciences (AIIMS) to establish a dedicated Burns and Plastic Surgery Unit, complemented by a state-of-the-art Surgical Intensive Care facility. This initiative is expected to benefit approximately 1.56 crore people across 11 districts of Saurashtra

In addition, to foster innovation and entrepreneurship, we are collaborating with IIM Mumbai to set up an Entrepreneurship Incubator and a Centre of Excellence (CoE) in AI for Green Technology. Over the next two years, it is envisaged that 50 sustainability-focused startups will be incubated, while the CoE will drive cutting-edge research in green technologies. Furthermore, to promote inclusivity and ensure equitable access to education, a scholarship program has been instituted at IIM Mumbai to support MBA students from economically disadvantaged backgrounds.

Nayara Energys CSR efforts received strong national recognition in FY 202526. The Company won the Mahatma Award 2025 for Community Initiatives, the CII National Award for Excellence in Water Management for Project Gram Samruddhi, and recognition as a Nikshay Mitra under the Pradhan Mantri TB Mukt Bharat Abhiyaan, reinforcing its leadership in impactful and inclusive CSR.

INFORMATION TECHNOLOGY

During FY 2025-26, Nayara Energy operated in a volatile environment shaped by geopolitical developments and elevated external risks.

Despite this, the Company ensured uninterrupted business continuity through focused execution and strong alignment between technology initiatives and business priorities.

Core operations were protected by strengthening infrastructure resilience, improving system stability, and reinforcing governance frameworks, resulting in a more robust and dependable digital foundation.

Temporary disruptions from external service providers were effectively managed with minimal business impact, further strengthening operational preparedness and resilience.

The Company advanced infrastructure and application modernisation to support scalability, efficiency, and future readiness. Key initiatives included data centre rebuilding, network modernisation, ERP replatforming, enhanced disaster recovery capabilities, and expansion of digital operations across refinery units. Digital solutions were deployed

to improve fleet customer engagement, workforce management, ESG reporting, and HSEF governance. Cybersecurity posture was strengthened through enhanced threat detection and application security controls. In parallel, IT operations transitioned to a managed services model while internal capabilities were repositioned toward higher-value digital leadership, further supported by the enterprise-wide rollout of Microsoft Copilot. Overall,

FY 2025-26 established a stronger, more resilient digital operating baseline to support Nayara Energys next phase of growth.

GOVERNANCE

Corporate governance forms a vital part of the Companys business framework, ensuring compliance, transparency, and integrity across all areas of operations while reinforcing accountability, ethical conduct, and disciplined decision-making aligned with stakeholder expectations and long-term sustainable value creation.

Directors

Following changes took place in the Board positions in FY 2025-26:

Mr. Timur Khaydapov, nominee of Rosneft Singapore Pte Ltd (Rosneft Singapore), joined the Board as a Director with effect from July 12,

2025, in place of Mr. Alexey Lizunov. Mr. Vladislav Bromberg, nominee of Kesani Enterprises Company Limited (Kesani Enterprises), was appointed as Director with effect from July 12, 2025, in place of Mr. Anton Kabachinskiy. Pursuant to resignation letters received by the Company,

Ms. Avril Conroy, Mr. Jorg Tumat, and Ms. Victoria Cunningham ceased to be Directors with effect from July 20, 2025. Further, pursuant to the nomination received from Kesani Enterprises, Ms. Yulia Zhdanova was appointed as Director with effect from August 11, 2025. Further, pursuant to nominations received from Rosneft Singapore, Mr. Alexander Sokolov and Mr. Alexander Zubchenko were appointed as Directors with effect from August 26, 2025. Further, pursuant to the nomination received from Rosneft Singapore, Mr. Sergei Stepanenko was appointed as Director in place of Mr. Timur Khaydapov with effect from November 13, 2025.

The Board of Directors places on record its sincere appreciation for the valuable services rendered

by Mr. Alexey Lizunov, Mr. Anton Kabachinskiy, Ms. Avril Conroy, Mr. Jorg Tumat, Ms. Victoria Cunningham, and Mr. Timur Khaydapov during their association with the Company.

The Company has received declarations of independence, as stipulated under Section 149(6) of the Companies Act, 2013, from the independent directors, Ms. Naina Lal Kidwai and Mr. Deepak Kapoor.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) of the Act, it is hereby confirmed that:

• In the preparation of the annual accounts for FY 2025-26, applicable accounting standards were followed without any material departures.

• The Directors selected accounting policies, applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the Companys state of affairs at the end of FY 2025-26 and of the profit and loss for the same period.

• The Directors took proper and sufficient care for maintaining adequate accounting records in accordance with the provisions of the Act, to safeguard the Companys assets and to prevent and detect fraud and other irregularities.

• The Directors prepared the accounts for the year ended March 31, 2026, on a going concern basis.

• The Directors devised proper systems ensuring compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Appointment of Directors and Remuneration

The Board has adopted a policy for the appointment, remuneration, training, and evaluation of Directors and employees. The policy, inter alia, includes the criteria and procedures for the selection, identification, and appointment of Directors, criteria for the appointment of Senior Management Executives, remuneration of Executive and NonExecutive Directors, and the training and performance evaluation of the Board, among others, and other matters in accordance with Section 178(3) of the Act. The above policy is available on the Companys website at https://www. nayaraenergy.com/investors/information

Performance Evaluation of the Board, Chairman, Committees, and Individual Directors

A formal performance evaluation of the Board, its Committees, the Chairman, and Individual Directors for FY 2025-26 was carried out. The Independent Directors evaluated the performance of the Chairman, Non-Independent Directors, and the Board. Feedback from Individual Directors was sought based on a structured questionnaire. The evaluation was reviewed by the Nomination and Remuneration Committee and the Board of Directors.

Key Managerial Personnel

The following executives served as Key Managerial Personnel under the Act during FY 2025-26:

• Mr. Prasad K. Panicker - Executive Chairman

• Mr. Teymur Abasguliyev - Chief Executive Officer effective September 1, 2025

GOVERNANCE

• Mr. Sergey Denisov - Chief Executive Officer effective July 23, 2025, up to August 31, 2025

• Mr. Alessandro des Dorides - Chief Executive Officer up to July 19, 2025

• Mr. Deepesh Baxi - Chief Financial Officer

• Mr. Mayank Bhargava - Company Secretary

The Board of Directors places on record its sincere appreciation for the valuable services rendered by Mr. Alessandro des Dorides and Mr. Sergey Denisov during their tenure as Chief Executive Officer(s) of the Company.

Audit Committee

As of March 31, 2026, the Audit Committee comprised of Mr. Deepak Kapoor (Independent Director) as its Chairman along with Ms. Naina Lal Kidwai (Independent Director) and Mr. Vladislav Bromberg as its members. During FY 2025-26, all the recommendations of the Audit Committee were accepted by the Board.

Risk Management

Despite significant headwinds in 2025 arising from geopolitical disruptions, Nayara Energy demonstrated strong operational resilience by swiftly adapting its business and operating model. Challenges affecting logistics, supply chains, and digital services were mitigated through alternative sourcing strategies, rapid operational pivots, and a sharper focus on the domestic Indian market and new global trade routes. Leveraging its expanding retail network of over 6,500 fuel stations and increased supplies to state retailers, the Company sustained healthy refinery throughput. Continuous engagement with regulators further supported a stable operating environment, reinforcing Nayaras role in Indias energy security.

Digital disruptions during the year were effectively addressed through rapid indigenisation of IT infrastructure, migration of critical systems to domestic platforms, and localised data centres. In parallel, Nayara advanced procurement realignment toward sovereign supply chains to support critical refinery maintenance planned for April 2026, ensuring asset integrity and operational excellence. Leadership continuity was maintained through a succession-ready executive pipeline, enabling stability and strategic focus during volatility. Collectively, these disruptions accelerated Nayaras shift from traditional risk management to a resilient business continuity framework, strengthening its ability to withstand systemic shocks and protect long-term enterprise value.

Internal Financial Controls

Nayara Energy has established a robust system of Internal Financial Controls designed to provide reasonable assurance regarding the orderly and efficient conduct of business, including the reliability of financial reporting, effectiveness and efficiency of operations, and compliance with applicable laws and regulations. The Company has implemented appropriate systems and frameworks comprising clearly defined delegation of authority, IT systems aligned with business requirements, risk-based internal audits, an integrated risk management framework, a comprehensive Code of Ethics, and an effective whistleblower mechanism.

The Companys Internal Financial Control framework is aligned with the COSO Internal Control - Integrated Framework and the COSO and IIA Three Lines Model. The framework includes clearly defined risk and control matrices covering entity-level controls, process-level and operational controls, and IT general controls. This is further supported by a structured process for periodic self-certification of the design and effectiveness of operational and financial controls by Business Heads and Finance Heads in their respective areas.

During FY 2025-26, testing of Internal Financial Controls was carried out by management through an external consultant, and no material weaknesses in the design or operating effectiveness of controls were observed. The Company nevertheless recognises that any internal control system has inherent limitations. Accordingly, regular audits, reviews, and monitoring mechanisms are in place to ensure the continuous strengthening and effectiveness of the control environment.

Vigil Mechanism

Nayara Energy has an effective Vigil Mechanism in place in accordance with the provisions of the Companies Act, 2013 and applicable corporate governance requirements. The mechanism promotes ethical behaviour, accountability, and transparency, and provides a secure and confidential platform for employees, Directors, and other stakeholders to report genuine concerns relating to unethical conduct, suspected fraud, security- related issues, or violations of the Companys Code of Ethics and Code of Conduct. In addition, the Companys supply chain is certified under the ISO 28000 Security Management System, reinforcing structured risk identification, prevention, and mitigation practices across operations.

The Vigil Mechanism ensures anonymity and provides necessary safeguards for individuals who raise concerns in good faith, thereby encouraging responsible and timely reporting. Oversight of the mechanism rests with the Audit Committee, supported by clearly defined investigation and redressal processes, ensuring that reported matters are addressed promptly, objectively, and in accordance with established governance standards.

During FY 2025-26, the Company conducted awareness initiatives and focused training programs on ethics, compliance, and cybersecurity to enhance employee awareness and encourage proactive reporting. The Company remains committed to continuously strengthening its vigilance and security framework, sustaining a strong culture of compliance, and upholding high standards of integrity, governance, and stakeholder trust.

AUDITORS AND AUDIT

Statutory Auditor

The report given by S. R. Batliboi & Co. LLP, Statutory Auditors, on the Companys standalone and consolidated financial statements for FY 2025-26 forms part of this Annual Report. There were no qualifications, reservations, adverse remarks, or disclaimers given by the Auditors in their reports. The notes to the financial statements, referred to in the Auditors Report, are selfexplanatory and do not call for any further comments.

Cost Auditor

In accordance with the provisions of Section 148 of the Act, the Company has maintained cost records as specified by the Central Government. The Cost Audit Report for the financial year ended March 31, 2026 will be filed with the Ministry of Corporate Affairs within the prescribed time period.

DISCLOSURES

Compliance with Secretarial Standards

The Company fully complied with the provisions of Secretarial Standard 1 (SS- 1) on Board and Committee Meetings and Secretarial Standard 2 (SS-2) on General Meetings of Shareholders, issued by the Institute of Company Secretaries of India and approved by the Central Government, pursuant to Section 118 of the Act.

Number of meetings of the Board

During FY 2025-26, the Board of Directors met seven times on June 5, 2025, July 22, 2025, July 23, 2025, August 11, 2025, August 26, 2025,

November 13, 2025, and February 10, 2026. All these meetings were well attended by the Directors.

Particulars of Contracts or Arrangements with Related Parties

All contracts, arrangements, and transactions entered into by the Company during FY 2025-26 were at arms length and in the ordinary course of business. All related party transactions were in compliance with the applicable provisions of the Act. Given that the Company does not have related party transactions to report pursuant to Section 134(3)(h) and Section 188 of the Act read with Rule 8(2) of the Companies (Accounts)

Secretarial Auditor

The Secretarial Audit Report, issued by M/s. Bhandari & Associates, Practicing Company Secretaries, for the year ended March 31, 2026, is attached as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark.

Rules, 2015 in Form AOC-2, the same is not provided.

Related party disclosures, as required by Ind AS 24, have been made in Note No. 42 of the standalone financial statements and Note No. 43 of the consolidated financial statements of the Company.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of investments made are provided in the standalone financial statements (please refer to Note No. 7 of the standalone financial statements). Since Nayara Energy belongs to

DISCLOSURES the petroleum sector and operates infrastructure facilities as defined under Schedule VI of the Act, it is not required to comply with the provisions relating to the making of investments, loans, giving guarantees, or providing security as prescribed under Section 186 of the Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and Outgo

The particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided as Annexure - C to this Report.

Annual Return

The Annual Return for the financial year ended March 31, 2025, filed with the Registrar of Companies, after the conclusion of the 35 th Annual General Meeting, held on September 25, 2025, is placed on the Companys website and can be accessed at https:// www.nayaraenergy.com/investors/ information

Further, the draft Annual Return of the Company as on March 31, 2026, is available on the Companys website and can be accessed at https:// www.nayaraenergy.com/investors/ information

Fixed Deposits

The Company did not accept any deposits from the public in accordance with the provisions of Sections 73 to 76 of the Act and the Rules framed thereunder. Accordingly, the details required to be reported under Rule 8(5) of the Companies (Accounts) Rules, 2014, were not applicable.

General Disclosures

Your Directors state that for the year ended March 31, 2026, no disclosure was required in respect of the following items and accordingly confirmed as under:

• There are no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of the report.

• There was no change in the nature of Companys business.

• The Executive Director did not receive any remuneration from the subsidiary companies.

• The Company revised neither the financial statements nor the report of the Board of Directors.

• The Company did not issue equity shares with differential rights as to dividend, voting, or otherwise or sweat equity shares.

• No significant or material orders were passed by the Regulators, or Courts, or Tribunals, which impact the going concern status or operations in future.

• No instance of fraud was reported by Statutory Auditors to either the Audit Committee or the Board of Directors.

• 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 - Not Applicable.

• The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable.

ACKNOWLEDGEMENT

The Board recognises the efforts put in by Company executives in delivering performance and maintaining resilience during these difficult times. Their talent, passion, and agility have enabled the Company to sustain its performance year on year.

The Board expresses its sincere appreciation and gratitude to the Companys financial institutions, banks, customers, suppliers, and investors for their continued support. The Board also values the ongoing cooperation extended to the

Company by the Government of India, the Government of Gujarat, other State Governments, and various government agencies and departments.

	For and on behalf of the Board of Directors
Place: Mumbai	Prasad K. Panicker
Date: May 26, 2026	Executive Chairman
	(DIN - 06476857)