NESCO Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present herewith the 67th Annual Report of Nesco Limited along with the audited standalone and consolidated financial statements for the Financial Year ended 31 March 2026.

1. Overview of Financial Performance

Key financial highlights of the Company for the year ended 31 March 2026 is summarised below:

(H in crores)

Particulars	Audited Financial Results		Audited Financial Results
	(standalone)		(consolidated)
	2025-26	2024-25	2025-26	2024-25
Income	1 ,031.58	845.67	1 ,031.59	845.67
Profit before depreciation and tax	564.73	539.10	564.67	539.09
Depreciation	49.06	49.93	49.06	49.93
Profit before taxes	515.67	489.17	515.61	489.16
Tax expenses	102.87	113.95	102.87	113.95
Net profit after taxes	412.80	375.22	412.74	375.21
Opening balance of retained earnings	2,614.91	2,281.99	2,614.90	2,281.99
Amount available for appropriations	412.88	375.20	412.82	375.19
Appropriations:
Dividend	45.80	42.28	45.80	42.28
Transfer to general reserve	-	-	-	-
Closing balance of retained earnings	2,981.99	2,614.91	2,981.92	2,614.90
Earning per share (Basic) (in H )	58.59	53.25	58.58	53.25
Earning per share (Diluted) (in H)	58.59	53.25	58.58	53.25

2. Review of Operations

The total revenue for FY 2025-26 was H 1,031.58 crores higher by 21.98% over the previous years revenue of H 845.67 crores in FY 2024-25. The Profit After Tax (PAT) for FY 2025-26 was H412.80 crores registering a growth of

10.02% over the PAT of H 375.22 crores in FY 2024-25.

During the year under review, there was no change in the nature of the Companys business operations. The Company remained debt-free and continued to maintain adequate cash reserves to support its strategic initiatives and operational needs. The Companys strong working capital management framework, supported by a systematic and disciplined approach, ensured effective monitoring and control over receivables, inventories and other key financial parameters.

The Companys performance has been discussed in detail in the Section Management Discussion and Analysis Report forming part of this Annual Report.

3. Return of Surplus Funds to Shareholders

In keeping with the Companys practice of returning substantial free cash flow to its shareholders and in view of its financial performance, the Board of Directors is pleased to recommend a final dividend of H 7.00/- per equity share of H 2/- each for the financial year ended 31 March 2026

(dividend of H 6.50/- per equity share was declared and

paid in the previous year). The total dividend payout for the FY 2025-26 would result in an aggregate outflow of H 49.32 crores.

The proposed dividend is subject to approval by the members at the forthcoming Annual General Meeting (AGM). If approved, the final dividend will be distributed to those shareholders whose names appear in the Register of Members as on the record date i.e. Monday, 20 July 2026, as per the list of shareholders/beneficiaries provided by the Registrar and Share Transfer Agents (RTA), the depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. 1 April 2020 and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961 amended from time to time.

Dividend Distribution Policy:

The dividend payment is based upon the parameters mentioned in the dividend distribution policy approved by the Board of Directors of the Company which is in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

This policy is uploaded on the Companys website at https://www.nesco.in/resources/images/pdf/policy/ dividend-distribution-policy.pdf

4. Changes in Share Capital

During the year under review, there was no change in share capital of the Company.

5. Transfer to Reserves

The closing balance of the retained earnings of the Company for FY 2025-26, after all appropriations and adjustments was H2,981.99 crores.

6. Review of Subsidiaries

Nesco Foundation for Innovation and Development:

Nesco Foundation for Innovation and Development, has goneundervoluntaryliquidationpursuanttotheprovisions of Section 59 of Insolvency and Bankruptcy Code, 2016 read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 w.e.f. 20 October 2023, after seeking approval of its Board of Directors and the shareholders. Other formalities of liquidation are underway.

Nesco Retail Private Limited:

Nesco Retail Private Limited, a Wholly Owned Subsidiary (WOS) of the Company, was incorporated on 21 February 2025 to pursue opportunities in hospitality, realty and related amenity businesses across India. The subsidiary continues to evaluate projects and opportunities aligned with its strategic objectives.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, statement containing the salient features of financial statements of the Companys subsidiary is provided, in prescribed Form AOC-1 which forms part of consolidated financial statements.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

7. Financial Statements

The Company has prepared its financial statements in accordance with the accounting principles generally acceptedinIndia,includingtheIndianAccountingStandards (Ind AS) as prescribed by the Ministry of Corporate Affairs (MCA). These statements also comply with the applicable provisions of the Act and relevant circulars issued by the MCA from time to time. The significant accounting policies, applied consistently throughout the year, are described in detail in the accompanying notes to the financial statements. The standalone and consolidated annual financial statements, together with the auditors report, constitute an integral part of the Annual Report.

8. Directors Responsibility Statement

Your Directors, based on the representations received from the operating management and after due enquiry, confirm in pursuance of Sections 134(3) and 134(5) of the Act, that:

i. The annual accounts for the year ended 31 March 2026 have been prepared in accordance with the applicable accounting standards, with proper explanations provided for their application and there have been no material departures from the prescribed standards;

ii. They have selected and consistently applied appropriate accounting policies and have made reasonable and prudent judgments and estimates, ensuring that the financial statements present a true and fair view of the Companys state of affairs as at 31 March 2026 and of its profit for the financial year ended on that date;

iii. They have taken proper and adequate care in maintaining accounting records, as required under the provisions of the Act to safeguard the assets of the Company and to prevent and detect any fraud or other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down adequate internal financial controls to be followed by the Company and such internal financial controls were operating effectively during the financial year ended 31 March 2026 and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. Management Discussion and Analysis

In compliance with Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report is included as an integral part of this report.

10. Directors and Key Managerial Personnel

The Board as on 31 March 2026 comprised of 6 (six) Directors (including 2 (Two) women Directors), 4 (four) of which are Non-Executive, Independent Directors, 1 (one) Non-Executive, Non-Independent Promoter Director and a Managing Director who is also the Chairman of the Company.

Retirement by Rotation:

In accordance with the provisions of the Act, Mrs. Sudha S. Patel (DIN:00187055), Non- Executive, Non-Independent Director, who retires by rotation at the ensuing AGM and being eligible has offered herself for re-appointment and continuation as a director who has attained the age of 75 (seventy five) years in terms of Regulation 17(1A) of the Listing Regulations. A resolution seeking shareholders approval for her re-appointment along with other required details forms part of the Notice convening the 67th AGM.

Appointment of Additional and Whole-time Director:

The Board of Directors, at its meeting held on 25 May 2026, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Rajesh G.Upadhyay (DIN: 10963113) as an Additional Director of the Company w.e.f. 1 June 2026, to hold office up to the date of the next General Meeting. At the same meeting based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the shareholders, the Board has also appointed Mr. Rajesh G. Upadhyay as a Whole-time Director, designated as an Executive Director (Commercial & Operations) for a term of 3 (three) years w.e.f. 1 June 2026 upto 31 May 2029 and he shall be liable to retire by rotation. Accordingly, the Notice convening the 67th Annual General Meeting includes a proposal seeking approval of the members for the appointment of Mr. Rajesh G.Upadhyay as a Director, liable to retire by rotation and as a Whole-time Director of the Company, designated as an Executive Director (Commercial & Operations) for the said term.

Independent Directors:

All Independent Directors of the Company have submitted the necessary declarations confirming their compliance with the criteria for independence as specified under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In accordance with Regulation 25(9) of the Listing Regulations, the Board has reviewed and taken these declarations on record.

Based on this assessment, the Board is of the opinion that all Independent Directors meet the prescribed conditions of independence and continue to remain independent of the management. Furthermore, all Independent Directors have duly complied with the requirements of sub-rules (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, including registration with the Independent Directors database maintained by the Indian Institute of Corporate Affairs (IICA).

There has been no change in circumstances that may affect their status as Independent Directors. The Board of Directors is of the opinion that Independent Directors possess the necessary expertise, integrity, experience and proficiency.

Details of Directors and composition of various Committees of the Board are provided in the corporate governance report forming part of this report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving dividend on shares if any held by them, sitting fees for attending the Board, Committee and Independent Directors meetings and reimbursement of expenses, if any.

Familiarisation Programme for Independent Directors:

The Independent Directors are provided with an overview of the Companys operations and functioning at the time of their appointment, as well as through ongoing initiatives. The familiarisation sessions are conducted through presentations, briefings and interactions with Senior Management Personnel as and when required. Details of the Familiarisation Programme for Independent Directors are also disclosed on the Companys website and can be accessed at https://www.nesco.in/resources/images/ pdf/Details%20of%20Familiarisation%20Programme%20 for%20Independent%20Directors.pdf

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, Mr. Krishna S. Patel (DIN:01519572), Chairman and Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Ms. Shalini D. Kamath, Company Secretary & Compliance Officer are Key Managerial Personnel of the Company as on 31 March 2026 and as on date of this report. There have been no changes during the FY 2025-26.

11. Board, Committees and Annual General Meeting

Board Meetings:

The Board convened 5 (five) meetings during the year under review, with detailed disclosures provided in the corporate governance report, which forms part of this report. The necessary quorum was present for all the meetings. The interval between Board meetings remained within the limits prescribed under the Act and the Listing Regulations.

Audit Committee:

The Company has an Audit Committee and as required under Section 177(8) read with Section 134(3) of the Act and the Rules framed thereunder. The composition of the Audit Committee is in line with the provisions of the Act and the Listing Regulations. All the members of the Audit Committee are Independent Directors and possess strong accounting and financial management expertise. The details relating to the same are given in the report on corporate governance forming part of this report. During FY 2025-26, the recommendations of the Audit Committee were duly accepted by the Board.

In compliance with the requirements of the Act and the Listing Regulations, the Board has also constituted other Board Committees as under:

» Nomination and Remuneration Committee » Risk Management Committee » Corporate Social Responsibility Committee » Stakeholders Relationship Committee

The roles, responsibilities, composition and details of meetings held by each of these Committees during the year are provided in the corporate governance report, which forms part of this report.

Each Committee is entrusted with specific functions and operates within the framework of authority delegated by the Board, enabling focused deliberation and informed decision-making in their respective areas.

Annual General Meeting:

The 66th AGM of the Company was held on 30 July 2025.

12. Annual evaluation of the Board, its Committees and Directors performance

In terms of the provisions of the Act, the rules made thereunder, Listing Regulations and the Nomination and Remuneration Policy of the Company, the Board of Directors have carried out an annual performance evaluation of its own performance, Board Committees and individual Directors.

During the year under review, the Company transitioned to a fully digitalised platform for conducting the Board evaluation process. The evaluation was carried out through a structured online mechanism, ensuring greater efficiency, transparency and confidentiality in the assessment process.

In terms of the Nomination and Remuneration Policy of the Company, the Board/Nomination and Remuneration Committee (NRC) evaluated the performance of the Board, after seeking inputs from all the Directors based on a structured questionnaire containing criteria such as the Board composition and structure, effectiveness of Board processes, information, functioning, etc. The performance of the individual Directors was based on criteria inter-alia such as the contribution of the individual Director to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The performance of the Committees were evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee meetings, their contributions, recommendations to the Board, etc.

The above structured criteria were broadly based on the guidance note on Board evaluation issued by the Securities and Exchange Board of India and the Institute of Company Secretaries of India.

The Independent Directors at their separate meeting held on 27 January 2026, reviewed the performance of Non-Independent Directors and the Board as a whole, Chairperson of the Company after considering the views of the Non-Executive Directors, the quality, quantity and timeliness of flow of information between the management and the Board , that is necessary for the Board to effectively and reasonably perform their duties.

The performance was thereafter rated based on the criterias set by the NRC. The Chairperson of the NRC summarised to the Board the entire performance evaluation process. Overall performance evaluation exercise was completed to the satisfaction of the Board.

13. Nomination and Remuneration Policy

The Board, on the recommendation of the NRC, has adopted a policy for the selection, appointment of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The policy is available on the Companys website at https://www.nesco.in/resources/images/pdf/ Nomination-and-Remuneration-Policy.pdf

The NRC policy provides details of the procedures and criteria for appointment and payment of remuneration to Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company. The salient features of the policy is as under:

Whole-time Directors:

The NRC shall be responsible for identifying suitable persons for appointment/re-appointment of the Directors of the Company. The proposed persons shall possess appropriate expertise, experience and knowledge in one or more fields of business of the Company, finance, law, management, sales, marketing, administration, real estate, corporate social responsibility, corporate governance, or such other areas related to the Companys business as determined by the NRC. The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission/performance linked bonus (variable components wherever applicable as per terms of appointment) to its Whole-time Director. Salary is paid based on the recommendations of the NRC and as approved by the Board of Directors, subject to the approval of the shareholders within the limits stipulated under the Act and the rules made thereunder. The remuneration paid to the Whole-time Director is determined keeping in view the industry benchmark , the relative performance of the Company compared to the industry performance and the functions entrusted to the Director.

Non-Executive Directors:

Non-Executive Directors receive sitting fees for attending meetings of the Board and its Committees as per the provisions of the Act and the rules made thereunder. Besides payment of sitting fees and dividends on equity shares, if any, held by the Non- Executive Directors, no other remuneration or payments are made to them.

Key Managerial Personnel (other than Executive Director):

The Managing Director shall be responsible for identifying suitable persons for the position of Key Managerial Personnel (KMP) i.e. Chief Financial Officer and Company Secretary. While evaluating a person for appointment as KMP, factors such as competence, integrity, qualifications, expertise, skills and experience shall be taken into consideration.

The remuneration of KMP other than the Executive Director largely consists of basic salary, perquisites, allowances and variable pay.

Perquisites and retirement benefits are paid according to the Companys policy. The NRC reviews the performance of the KMPs annually and recommends their increments for the approval of the Board. The Company while deciding the remuneration package, also takes into consideration the expertise contributed by the KMP, current employment scenario and remuneration package prevalent in the industry and peer group companies.

Senior Management Personnel (SMP):

The Managing Director reviews the performance of the SMPs and recommends the same for the approval of the NRC who thereafter recommends the same for approval of the Board. While deciding the remuneration package the Company also takes into consideration the current employment scenario and remuneration package prevalent in the industry and peer group companies.

Other employees:

The appointment and remuneration including revision in remuneration of other employees shall be decided by the Human Resources Department in consultation with the matrix manager within the overall framework of compensation and appraisal practices of the Company and under the overall authority of the Managing Director.

14. Corporate Social Responsibility (CSR)

The Company has been carrying out various CSR activities in terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure A of this report in the format prescribed in the said rules.

The Board of Directors has constituted a CSR Committee of Directors. As on 31 March 2026 the members of the Committee comprised of Mrs. Sudha S. Patel (Chairperson)-Non Executive-Non Independent Director, Mr. Arun L. Todarwal - Independent Director and Dr. Ramakrishnan Ramamurthi - Independent Director.

For the financial year ended 31 March 2026, the Companys CSR spend in accordance with Section 135 of the Act and the rules made thereunder (as amended from time to time), along with the approved CSR annual action plan, amounted to H8.30 crores. As on 31 March 2026, the Company has spent H5.49 crores and an unspent amount of H 2.81 crores has been transferred to a separate CSR unspent account in terms of the Act towards its ongoing project, to be spent within the time stipulated under the Act.

The CSR policy is available on the Companys website at https://www.nesco.in/resources/images/pdf/policy/ Corporate-Social-Responsibility-(CSR)-Policy.pdf. For other details regarding the CSR Committee please refer to the corporate governance report, which is a part of this report.

15. Internal Financial Control Systems and their Adequacy

The Company has established a robust internal control framework that is appropriate to the scale and complexity of its operations. These controls are designed to ensure that all transactions are properly authorised and accurately recorded, while also protecting assets against material loss or misuse. The framework facilitates compliance with applicable accounting standards and is supported by a structured internal audit mechanism based on approved audit plans.

Management and the Audit Committee regularly monitors the effectiveness of these controls through periodic reviews and interactions with the Governance and Risk Compliance team. In addition, independent internal audits are carried out across critical risk areas to strengthen financial reporting accuracy and ensure adherence to regulatory requirements. Further details relating to the Companys internal control systems are provided in the Management Discussion and Analysis section of this report.

16. Material changes and commitment, if any, affecting the financial position of the Company from the end of the financial year till the date of this report

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

17. Statutory Auditors and Audit Report

The shareholders at the 65th AGM held on 2 August 2024 approved the appointment of S G D G & Associates LLP (S G D G) Chartered Accountants (Firm Registration No.: W100188), as statutory auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 65th AGM to hold office till the conclusion of the 70th AGM of the Company at such remuneration as may be determined by the Board of Directors and the said auditors from time to time on the recommendation of the Audit Committee.

The Company has received their willingness certificate to continue as statutory auditors of the Company. They have also submitted their eligibility certificate stating they are not disqualified to continue to hold the office of statutory auditors. They also continue to hold a valid peer review certificate. The auditors have issued an unmodified opinion report on the standalone and consolidated financial statements of the Company for FY 2025-26 which forms part of the Annual Report.

During the year under review, the auditors have not reported any matter under Section 143(12) of the Act and therefore no details are disclosed under Section 134(3)(ca) of the Act.

18. Internal Auditors

Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors of the Company on the recommendation of the Audit Committee, has appointed Deloitte Touche Tohmatsu India LLP (Deloitte) as the Internal Auditors of the Company for the FY 2026-27. Deloitte were also the internal auditors of the Company for the FY 2025-26. The Internal Auditors have confirmed that they are not disqualified from being appointed as the Internal Auditors of the Company and satisfy the prescribed eligibility criteria.

For the FY 2025-26, no instances of fraud were reported by Internal Auditors to the Audit Committee under Section 143(12) of the Act.

19. Cost Auditors and Audit Report

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Audit Committee recommended and the Board of Directors has appointed Y S Thakar & Co., Cost Accountants, (Firm Registration No.: 000318) being eligible, as cost auditors of the Company, to carry out the cost audit of the products manufactured by the Company in relation to the financial year ending 31 March 2027 for its Indabrator division at Gujarat. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The cost auditors have confirmed they are not disqualified to be appointed as the cost auditors of your Company for the year ending 31 March 2027. The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of the Act and rules made thereunder, the requisite resolution for ratification of remuneration of the cost auditors by the members has been set out in the Notice convening the 67th AGM. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the cost auditors would be reasonable, fair and commensurate with the scope of work carried out by them.

The cost audit report for the year ended 31 March 2025 was filed with MCA on 12 June 2025.

The cost auditors report does not contain any qualifications, reservations, adverse remarks, or disclaimers. During the year under review, the cost auditors have not reported any matter under Section 143(12) of the Act and therefore no details are disclosed under Section 134(3)(ca) of the Act.

20. Secretarial Auditor and Audit Report

At the 66th Annual General Meeting of the Company, Ms. Neeta H. Desai (FCS No. 3262; COP No. 4741) of ND & Associates was appointed as the secretarial auditor of the Company for one term of 5 ( five) consecutive years to hold office commencing from the financial year 2025-26 till financial year 2029-30.

The secretarial audit report for financial year ended 31 March 2026 does not contain qualifications, reservation or adverse remarks and is attached as Annexure B to this report.

Ms. Neeta H. Desai has confirmed her eligibility and has given her consent for continuation as the secretarial auditor of the Company for the FY 2026-27. She holds a valid peer review certificate, in compliance with the applicable provisions of the Act and the rules framed thereunder.

21. Risk Management

The Company has adopted and implemented a comprehensive Risk Management Policy in compliance with the requirements of the Listing Regulations. To strengthen the risk governance framework, the Board of Directors has constituted a Risk Management Committee responsible for overseeing the identification, evaluation, mitigation and monitoring of key business risks, along with ensuring timely reporting in accordance with applicable regulatory requirements. The Committee assists the Board in effectively carrying out its oversight responsibilities relating to enterprise-wide risk management.

The Risk Management Committee operates within the terms of reference approved by the Board and is entrusted with the responsibility of developing, implementing and periodically reviewing the Companys risk management framework and processes. In addition, the Audit Committee provides focused oversight on financial risks and the adequacy of internal control systems.

The Risk Management Policy is available on the Companys website at https://www.nesco.in/resources/images/ pdf/policy/Risk-Management-Policy.pdf.

During the year under review, the Board did not identify any risk factors that, in its opinion, could materially impact the Companys ability to continue its operations. Details regarding the composition of the Risk Management Committee are provided in the corporate governance report. Further information on the Companys risk management practices and framework forms part of the Management Discussion and Analysis section of this report.

22. Whistle Blower Policy and Vigil Mechanism

The Company maintains a zero-tolerance towards unethical conduct and upholds the highest standards of integrity in all its business dealings. To support this commitment, a whistle blower policy and a vigil mechanism are in place, enabling stakeholders, employees and directors to report concerns related to unethical behaviour, suspected fraud, or violations of the Companys Code of Business Conduct and Ethics.

The policy ensures confidentiality and provides safeguards against any form of victimisation for individuals who raise concerns. It also allows for direct access to the Chairperson of the Audit Committee when necessary. The Company affirms that no individual has been denied access to the Audit Committee. Concerns can be reported via email at whistleblower@nesco.in. The whistle blower policy is accessible on the Companys website at https://www. nesco.in/resources/images/pdf/policy/whistle-blower-policy.pdf and is also available on the internal Human Resource Management System (HRMS). To reinforce awareness and compliance, the Company provides sessions for employees and workers on this policy.

No complaints were reported under this policy for the year under review.

23. Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Act, forms part of note no. 38 to the audited standalone financial statements.

24. Related Party Transactions

All Related Party Transactions (RPTs) entered into during the financial year under review were conducted in its ordinary course of business and on an arms length basis. All RPTs had prior approval of the Audit Committee. Accordingly, there are no transactions requiring disclosure under Section 188(1) of the Act and Form AOC-2 is not applicable for FY 2025-26 and hence do not form part of this report. There were no materially significant RPTs that could pose a conflict of interest with the Company.

Disclosures as per Ind AS-24 are provided in Note No. 42 of the audited standalone financial statements.

The policy on Related Party Transactions is available on the Companys website at https://www.nesco.in/ resources/images/pdf/Policy%20on%20Related%20 Party%20Transactions%20(1).pdf

25. Significant and Material Orders passed by the Regulators/Courts/Tribunals

During the year under review, no significant or material orders were passed by any regulators, courts, or tribunals that would impact the Companys going concern status or its future operations.

26. Compliance with Secretarial Standards

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI), as required under Section 118(10) of the Act for the FY 31 March 2026.

27. Certificate on Corporate Governance Report

Pursuant to Regulation 34 of the Listing Regulations, the corporate governance report is included as an integral part of this report. In compliance with Schedule V of the Listing Regulations, an independent auditors certificate on corporate governance has been obtained from S G D G & Associates LLP, chartered accountants, the Companys statutory auditors. No observations were reported in the audit report.

28. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details relating to energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act and the applicable rules, are provided in Annexure C to this report.

29. Particulars of Employees and Related Disclosures

The disclosures required under Section 197(12) of the Act, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure D to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of said rules is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary at companysecretary@nesco.in.

30. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at https://www.nesco.in/financials. (under section annual reports-annual return).

31. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder and Internal Committee has also been set up to redress complaints received regarding sexual harassment. The policy is accessible on the Companys website at https://www.nesco.in/resources/ images/pdf/policy/policy-on-sexual-harrassment-at-workplace.pdf and is also available on the Human Resource Management System.

The details as required under Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 during FY 2025-26 are as under:

Particulars	No. of complaints
Number of complaints of sexual harassment received	Nil
Number of complaints disposed	NA
Number of complaints pending as on 31 March 2026	NA
Number of cases pending for more than 90 days	NA

32. Compliance with Maternity Benefit Act, 1961

The Company has complied with the applicable provisions relating to the Maternity Benefit Act, 1961 (as amended from time to time) during FY 2025-26.

33. Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms part of this report, outlining the Companys Environmental, Social and Governance (ESG) initiatives for the financial year ended 31 March 2026. The BRSR provides disclosures aligned with the 9 (nine) principles of the National Guidelines on Responsible Business Conduct (NGRBC).

34. Credit Rating

The Company continues to remain debt-free. There was no requirement to avail credit rating from any agencies for the year under review.

During the year SES ESG Research Private Limited (SES) has assigned an ESG Score (Adjusted) as 75.0 (Previous year 68.8) for the Company based on the BRSR data pertaining to FY 2024-25.

35. Human Resources

For details, please refer to the Human Resources and Industrial Relations section within the Management Discussion and Analysis Report.

36. Other Disclosures

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) raising of funds through preferential allotment or Qualified Institutions Placement; (d) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016; (e) instance of one-time settlement with any bank or financial institution; (f) Buyback of shares and (g) issue of any equity shares under Employees Stock Option Scheme.

37. Acknowledgement

Your Directors wish to convey their appreciation for the support extended by its employees, customers, bankers, government agencies, suppliers, shareholders and all others associated with the Company as its business partners.

For and on behalf of the Board of Directors,
Krishna S. Patel
Chairman and Managing Director
DIN: 01519572

Mumbai
25 May 2026