Nilachal Carbo Metalicks Ltd Directors Report

To

The Members,

Nilachal Carbo Metalicks Limited

The Board of Directors of your Company is pleased to present 23 rd Annual Report on the business and operations of M/s. Nilachal Carbo Metalicks Limited (Formerly known as Nilachal Carbo Metalicks Private Limited) together with the Audited Financial Statements and Auditors Report of your Company for the financial year ended 31 st March, 2026.

Financial Results

The summarized financial performance for the financial year 2025-26 under review compared to the previous financial year is given here-in below: (Amount in lakhs)

Particulars	Standalone		Consolidated
	F.Y. 2025-26	F.Y. 2024-25	F.Y. 2025-26	F.Y. 2024-25
Revenue from Operations	20,030.69	20,127.69	20,039.66	20,151.20
Other Income	33.27	127.08	33.27	127.69
Total Income	20,063.96	20,254.77	20,072.93	20,278.89
Total Expenses	18,607.53	18,385.08	18,606.44	18,402.73
Profit / (Loss) Before Tax & Exceptional Items	1,456.42	1,869.69	1,466.49	1,876.16
Less: Exceptional items	NIL	NIL	NIL	NIL
Profit / (Loss) Before Tax	1,456.42	1,869.69	1,466.49	1,876.16
Less: Tax Expense
- Current Tax	400.65	477.48	400.65	472.19
- Deferred Tax liability (Assets)	12.04	2.55	12.17	2.40
-Previous year Taxes	NIL	NIL	NIL	NIL
Total Tax Expenses	412.68	480.02	412.82	474.59
Net Profit / (Loss) After Tax	1,043.74	1,389.67	1,053.67	1,401.57

Performance Review:

During the financial year 2025-26 the revenue from operations stood at Rs. 20,030.69 Lakhs as compared to Rs. 20,127.69 Lakhs during the previous financial year 2024-25. revenue from operations remain constant in FY 2025-26 as compared to FY 2024-25. The total income of the Company stood at Rs. 20,063.96 Lakhs in the financial year 2025-26 as compared to Rs. 20,254.77 Lakhs in previous financial year 2024-25.

Further, during the financial year 2025-26, the total expenses have increased to Rs. 18,607.53 lakhs from Rs. 18,385.08 lakhs in the previous financial year 2024-25. The Net Profit for the financial year 2025-26, stood at Rs. 1,043.74 Lakhs in comparison to profit of Rs.1,389.67 Lakhs in previous year 2024-25.

State of the Company s Affair:

The Company was incorporated on 13th February, 2003 as a Private Limited Company and has been converted into a Limited Company vide the special resolution dated 13.01.2024 passed by the shareholders of the Company. The status of the Company was changed from a Private Limited Company to a Public Limited Company, with approval received from the Registrar of Companies, Cuttack, on 7 th February, 2024 Subsequently, the status was further changed from an Unlisted Public Company to a Listed Public Company on 16 th September 2025. The Company is engaged in the business of Manufacturing and Trading of LAM Coke, trading of Cooking Coal and Cock Fine.

The Board of Directors remains confident and committed to enhancing profitability in the coming financial year. Building on the strong performance of the previous year, the Company is strategically focused on diversifying into new business segments while strengthening its core operations. The emphasis will remain on delivering high-quality services, expanding market presence, and introducing value-added offerings to meet evolving customer needs. The Company also aims to capitalize on emerging opportunities to drive sustainable growth and create long-term value for all stakeholders.

Business Outlook:

Founded in 2003, Nilachal Carbo Metalicks Private Limited has has continued to strive and create a specialized space in the manufacturing of FAP grade Ultra & Low Phosphorus Low Ash Metallurgical Coke. Today, with years of experience in the industry we have built robust supply chain relationships with all major Ferro Chrome manufacturers as the leading manufacturers and suppliers of high-quality coke products.

Over the years the company established itself as major Ferro Alloys Grade LAM Coke / Nut Coke manufacturer based in Odisha and also build trust as reliable supplier of Low Ash Low Phos Metallurgical Coke, also produce Ultra Low Phos LAM Coke and recognised as a major player in supplying Metallurgical Coke Fines to all major iron ore pellets and sintering plants.

Following its successful public issue and listing on the BSE SME platform during FY 2025 26, the Company entered with enhanced visibility, stronger governance practices and improved access to capital markets.

The Company remains firmly committed to sustainable growth while continuing to pursue social initiatives in health, education, and disaster relief under its CSR framework.

Report on Performance of Subsidiaries, Associates or Joint Venture Companies:

During the year under review, the Company had one Subsidiary Company as on March 31, 2026. Accordingly, the disclosure in Form AOC-1, containing the salient features and performance of the Subsidiary Company, forms part of this Annual Report. The Board continues to evaluate opportunities for strategic alliances, partnerships and collaborations that may contribute to the long-term growth and value creation of the Company.

Transfer to Reserves

The Directors propose to transfer Rs.1,043.74 Lakhs to the reserve and surplus account of the Company, they have recommended to retain the entire of profits for the financial year ended March 31, 2026 in the reserve and surplus account.

Dividend:

The Board of Directors has not recommended any dividend for the financial year 2025-26. This decision has been taken to conserve resources for the Company s future growth and expansion plans.

Shares in Suspense Account:

There are no shares in suspense account during the year under review.

Shares in Unclaimed Suspense Account:

There are no shares in unclaimed suspense account during the year under review.

Transfer of Unclaimed Dividend to Investor Education & Protection Fund:

Pursuant to the provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, any dividend remaining unclaimed or unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the Company, along with the corresponding shares on which such dividend has remained unclaimed or unpaid for seven consecutive years or more, is required to be transferred to the IEPF. During the year under review, there was no unpaid or unclaimed dividend liable to be transferred to the IEPF. Since the Company has not declared or not paid any dividend in the previous years, the provisions of Section 125(2) of the Companies Act, 2013 are not applicable.

Compulsory Transfer of Equity Shares to Investor Education and Protection Fund ( IEPF ) Suspense Account:

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended), all Equity Shares on which dividend has not been paid or claimed for 7 (seven) consecutive years or more shall be transferred to the Investor Education and Protection Fund (IEPF) authority after complying with the procedure laid down under the said Rules.

During the year under review, there were no equity shares to be transferred to IEPF Account.

Share Capital:

As on March 31, 2026 the Company has Authorised Share Capital of INR 25,00,00,000/- consists of face value of Rs.10/- each (Rupees Twenty Crore Only) divided into 2,50,00,000 Equity Shares of INR 10/- each. The Issued, Subscribed & Paid-up Capital for the Company is INR 24,92,70,000/- (Rupees Twenty-Four Crore Ninety-Two Lakhs Seventy Thousand Only) divided into 2,49,27,000 Equity Shares of INR10/- each.

The Authorised Share Capital of the Company remained unchanged during the financial year.

During the year, your Company successfully issued and allotted 26,00,000 numbers of Equity Shares having a face value of Rs. 10/- each at a price of Rs. 85/- per share, comprising a face value of Rs. 10/- and a share premium of Rs. 75/- per share, aggregating to Rs. 22,10,00,000/- (Rupees Twenty Two Crores Ten Lakhs Only) through Initial Public Offering (IPO).

Change of the Status of the Company and Conversion from Private Limited to Public Limited:

Initial Public Offer (IPO) and Listing at the BSE SME Platform:

We are pleased to inform you that during the year under review, the Company successfully completed an Initial Public Offer (IPO) of 26,00,000 numbers Equity Shares of face value 10 each, at a price of 85/- per share (including a premium of 75 per share). With the valuable support and confidence of our shareholders and stakeholders, the IPO was fully subscribed, and the Company s shares were successfully listed on the SME Platform of BSE Limited on September 16, 2025. The Company has also paid the Annual Listing Fees for the financial year 2026-27 to BSE Limited, ensuring the continuity of its listing and trading.

Dematerialization of Shares:

The entire shareholding of the Company is in DEMAT mode with Depository Participants NSDL and CDSL as on March 31, 2026. The ISIN of the Company is INE346R01013.

Board of Directors:

The Board of the Company is duly constituted with an appropriate balance of Executive Directors, Non-Executive Non-Independent Directors, and Non-Executive Independent Directors, including a Woman Director, in accordance with the provisions of the Companies Act and SEBI Listing Regulations. All Directors bring extensive experience and specialized knowledge across various sectors, including finance, accountancy, and other relevant fields. During the year under review, there was one change in the designation and composition of the Board. As on March 31, 2026, the Board of your Company comprises the following Seven (6) Directors:

Name	Designation	DIN
Mr. Bibhu Datta Panda	Managing Director	01579026
Mr. Rishiraj Panda	Whole-time director	08681002
Mrs. Geeta Rani Panda	Non-Executive Non-Independent Director	03283801
Mr. Lala Tarun Prakash Narayan	Independent Director	10397955
Mr. Amitesh Sinha	Independent Director	10421163
Mr. Jyotiranjan Rath	Independent Director	10221585

Subsequent to the end of the financial year, Mr. Lala Tarun Prakash Narayan (DIN: 10397955) ceased to be a Non-Executive Non-Independent Director of the Company with effect from 11 th June 2026. The Board places on record its sincere appreciation for his valuable contributions during his tenure.

Further, Mr. Ramesh Narayan Rao Deshpande (DIN: 11708751) was appointed as an Additional Independent Director in the category of Non-Executive Independent Director by the Board of Directors at its meeting held on 9 th May 2026. His appointment shall be regularised as Director subject to the approval of the members at the ensuing Annual General Meeting.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of SEBI or MCA or any other such Regulatory Authority.

None of the Director is a director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Directors on the Companys Board is a Member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees (Committees being, Audit Committee and Stakeholders Relationship Committee) across all the Companies in which he/she is a director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies as on March 31, 2026.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2026, are:

Mr. Bibhu Datta Panda, Managing Director

Mr. Sunil Kumar Mishra, CFO (Resigned w.e.f. 09.02.2026)

Mr. Haraprasad Rout, Company Secretary & Compliance Officer (Resigned w.e.f. 13.11.2025)

Mr. Paramjot Singh Virdi, Company Secretary & Compliance Officer (Appointed w.e.f. 14.11.2025)

Subsequent to the end of the financial year, Mr. Asmi Amitav Pattanaik (PAN: AONPP9811K) was appointed as Chief Financial Officer (CFO) by the Board of Directors at its meeting held on 9 th May 2026.

Independent Directors:

The Company had following three Independent Directors as on March 31, 2026:

Mr. Lala Tarun Prakash Narayan	Independent Director	10397955
Mr. Amitesh Sinha	Independent Director	10421163
Mr. Jyotiranjan Rath	Independent Director	10221585

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Listing Regulations. They have registered their names in the Independent Directors data-bank. They have also affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

The criteria for determining qualifications, positive attributes and independence of Directors and the policy on familiarization programmes are available on the Company s website, viz., www.nilachalcoke.com at the web link https://www.nilachalcoke.com/home/policies

The Independent Directors met once during the financial year 2025-26, i.e., on March 31, 2026 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.

Change in the Nature of Business:

The Company continued its existing business operations during the financial year. There were no significant changes in the nature of the Company s business during the period under review.

Directors Responsibility Statement:

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit and loss of the company for the year under review;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis; v. the directors had laid down internal financial controls to be followed by company and that such internal financial controls are adequate and were operating effectively and

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

Extract of Annual Return:

In accordance with Section 92(3) and 134(3)(a) of the Companies Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, a copy of the annual return of the Company for the FY 2025-26 in the prescribed format is available on the website of the Company at www.nilachalcoke.com at the web link https:// www.nilachalcoke.com/home/annual_return.

Statement of deviation(s) or variation(s):

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no deviation or variation in connection with the terms of the objects of the issue mentioned in the Prospectus dated August 28, 2025, in respect of the Initial Public Offering of the Company.

Credit Rating:

The Company s financial strength is reflected in its credit ratings assigned by CRISIL Ratings with a rating of LT Rating BB+ for Long-Term Bank Facilities and ST Rating A4+ for Short-Term Bank Facilities.

Meetings of Board of Directors / Committees / Members:

During the financial year ended on 31st March, 2026, under review Eight (8) Board meetings were held. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. In respect of which meetings proper notice were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose.

During the year under review, 22 nd Annual General Meeting of the Company was held on 22 nd July 2025 and one Extra-Ordinary General Meeting was held on 17 th May 2025 during the year.

The details of Board Meeting held during the Financial Year (2025-26) are:

Sl. No. Date of Board Meeting	Total Number of Directors as on date of meeting	Attendance
		No. of Directors attended	% of Attendance
1 08.05.2025	6 (SIX)	6 (SIX)	100
2 16.05.2025	6 (SIX)	6 (SIX)	100
3 13.06.2025	6 (SIX)	6 (SIX)	100
4 12.09.2025	6 (SIX)	6 (SIX)	100
5 13.11.2025	6 (SIX)	6 (SIX)	100
6 24.01.2026	6 (SIX)	6 (SIX)	100
7 28.01.2026	6 (SIX)	6 (SIX)	100
8 06.03.2026	6 (SIX)	5 (FIVE)	100

On 14.04.2025 resolution passed by circulation has been taken note on the meeting held on 16.05.2026.

The details pertaining to the constitution and composition of Committees of the Board and their meetings held during the year are provided in the Corporate Governance Report as Annexure-II.

Audit Committee:

Pursuant to the provisions of Section 177(8) of the Act, 2013 read with Rule 6 & 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the details pertaining to constitution of Audit Committee are herein provided:

Names	DIN	Designation (Chairman/Member)	Category
Mr. Jyoti Ranjan Rath	10221585	Chairman & Member	Non-Executive Independent Director
Mr. Lala Tarun Prakash Narayan	10397955	Member	Non-Executive Independent Director
Mr. Bibhudatta Panda	01579026	Member	Managing Director

The Audit committee has constituted on the Board Meeting held on 5 July 2024.

Audit Committee Meetings were held 5 (Five) times on 16.05.2025, 13.06.2025, 12.09.2025, 13.11.2025 & 06.03.2026 during financial year 2025-26. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Board has accepted all the recommendations of the Audit Committee.

Nomination and Remuneration Committee:

The details pertaining to constitution of Nomination and Remuneration Committee as required under the provisions of Section 178(1) of Act, 2013. The details pertaining to constitution of Nomination and Remuneration Committee are herein provided:

Names	DIN	Designation (Chairman/Member)	Category
Mr. Jyoti Ranjan Rath	10221585	Chairman & Member	Non-Executive Independent Director
Mr. Lala Tarun Prakash Narayan	10397955	Member	Non-Executive Independent Director
Mr. Amitesh Sinha	10421163	Member	Non-Executive Independent Director

The Nomination and Remuneration Committee has constituted on the Board Meeting held on 5 th July, 2024. The Committee Meeting held two (2) times on 16.05.2025 & 13.11.2025 during the financial year, 2025-26

Corporate Social Responsibility ( CSR) Policy and its committee:

In accordance with the provisions of Section 135 of the Companies Act, 2013, read with the rules thereunder, the Board, in its meeting held on 5 th July 2024, formulated a CSR Policy and constituted a CSR Committee to oversee the Company s CSR initiatives. The Annual Report on the Company s CSR activities is annexed as Annexure VI . Details of the CSR Policy are also available on the Company s website at www.nilachalcoke.com.

The details pertaining to constitution of CSR Committee are herein provided:

Names	DIN	Designation (Chairman/Member)	Category
Mr. Lala Tarun Prakash Narayan	10397955	Chairman & Member	Non-Executive Independent Director
Mr. Jyoti Ranjan Rath	10221585	Member	Non-Executive Independent Director
Mr. Bibhudatta Panda	01579026	Member	Managing Director

The Corporate Social Responsibility (CSR) Committee was constituted at the Board meeting held on 5 th July, 2024 During the financial year, the Committee met once, on 25.07.2025.

Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted its Stakeholders Relationship Committee. As on March 31, 2026, the details pertaining to constitution of Stakeholders Relationship Committee are herein provided:

Names	DIN	Designation (Chairman/Member)	Category
Mr. Jyoti Ranjan Rath	10221585	Chairman & Member	Non-Executive Independent Director
Mr. Lala Tarun Prakash Narayan	10397955	Member	Non-Executive Independent Director
Mr. Bibhudatta Panda	01579026	Member	Managing Director

The Stakeholders Relationship Committee was constituted at the Board meeting held on 5 th July 2024 During the financial year, the Committee met once on 13.11.2025

Vigil Mechanism Policy:

The company has established Vigil Mechanism through its whistle Blower Policy approved and adopted by the Board of Directors in Compliance with Section 177 (9) of the Companies Act, 2013.

The Vigil Mechanism provides a proper platform to the directors and employees to report their genuine concerns or any instances of illegal or unethical practices, actual or suspected fraud or violation of the Company s code of conduct or ethics policy and disclosure/leak of unpublished price sensitive information to audit Committee or its Chairperson.

The Policy also provides adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provides for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. During FY 2025-26, no incidents have been reported under Whistle Blower Policy. No personnel of the Company were denied access to the Audit Committee. The Whistle Blower Policy of the Company can be accessed at the website of the Company at www.nilachalcoke.com at the web link https:// www.nilachalcoke.com/home/policies.

Annual Evaluation of the Board on its Own Performance, its Committees and Individual Directors:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company conducted an annual evaluation of the performance of the Board, its Committees, and individual Directors.

During the year, the evaluation cycle was completed internally, covering the Board as a whole, its committees, and individual Directors. The process assessed various aspects of the functioning of the Board and its Committees, including composition, experience, performance of duties, and governance practices. A separate exercise was conducted to evaluate individual Directors based on parameters such as their contribution, independent judgment, guidance and support provided to the Management, attendance at Board and General Meetings, active participation in discussions, decision-making capabilities, and fulfilment of roles as per their designation in the Company.

Statutory Audit

The Auditors of the Company, M/s PAMS & ASSOCIATES (Firm Registration Number 316079E), Chartered Accountants, were appointed at the Extraordinary General Meeting held on 17 th May, 2025 and then confirmed in the 22 nd AGM for a period of 5 years from 22nd Annual General Meeting till the conclusion of 27th Annual General Meeting and shall hold office until the conclusion of the ensuing Annual General Meeting. Being eligible, they may offer themselves for re-appointment for a period of five years, and shall hold office until the conclusion of the 27th Annual General Meeting. M/s PAMS & ASSOCIATES have also provided confirmation of their compliance with the conditions prescribed under Sections 139 and 141 of the Companies Act, 2013 for the continuation of their term.

The Statutory Auditors, M/s PAMS & ASSOCIATES, Chartered Accountants, have issued their report on the financial statements for the financial year ended March 31, 2026. The report does not contain any qualifications, reservations, adverse remarks, or disclaimers. However, the Auditors have drawn attention, by way of Emphasis of Matter, to certain notes forming part of the financial statements. These matters are appropriately disclosed in the Notes to Accounts, which are self-explanatory and do not require further clarification. The Auditors Report for the financial year ended March 31, 2026, is annexed to this Annual Report.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on recommendation of the Audit Committee, at its Annual General Meeting held on 22 nd July, 2025 appointed M/s. Biswajit Mahapatra & Associates, Company Secretaries, Bhubaneswar (Firm Reg No.S2013OR220300/ CP no.10397) to undertake the Secretarial Audit of the Company till the conclusion of 27 th Annual General Meeting to be held in Financial Year 2030-31. M/s. Biswajit Mahapatra & Associates, Secretarial Auditors has issued Secretarial Audit Report in prescribed format MR-3 for the Financial Year ended March 31, 2026, and is annexed herewith as Annexure I to this Board s Report.

Cost Audit:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required to be maintained by your Company and the same are maintained and the cost audit report obtained from Asutosh & Associates, Cost Accountants.

Board s Comment on the Qualification or Reservations, if Any Given by the Statutory Auditor and Secretarial Auditor:

Since there were no qualification and reservation marks in the reports from the Auditors of the Company, there were no comments received from the Board. Moreover, the Board of Directors states that the Company has always adhered to the Companies Act, SEBI Laws, its rules and regulations and all other laws applicable to it.

Compliance with Secretarial Standards:

During the year under review, the Company complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India read with the MCA Circulars issued from time to time.

Website of the Company:

Your Company maintains a website www.nilachalcoke.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

Sebi Complaints Redress System (Scores):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

Internal Auditor:

The Company has appointed J.M. Lenka & Associates, Chartered Accountant (Firm Reg. No.329449E) as the Internal Auditor for FY 2025-26.

Internal Financial Controls:

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control commensurate with its size, scale, nature, and complexity of business to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. These systems provide reasonable assurance in respect of providing financial and operational information, safeguarding the assets of the Company, adhering to the management policies besides ensuring compliance.

Particulars of loans, guarantees or investments:

Particulars of loan given, investment made, guarantees given and security provided under Section 186 of the Companies Act, 2013, if any, are provided in the notes of financial statement which forms integral part of this Annual Report.

Related Party Transactions:

All the Related Party Transactions entered into during the financial year were on an Arm s Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. The related party transactions entered into by the company during the year under review have been approved by both Audit Committee and the Board. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable. Related party disclosures are given in the notes to the financial statement.

Material Changes and Commitment, if any Affecting the Financial Position of the Company that Occurred Between the end of the Financial Year to Which the Financial Statements Relate and the Date of the Report:

Initial Public Offer and Listing of Shares:

The Company made its Initial Public Offer (IPO) of 26,00,000 Equity Shares of Face Value of Rs.10/- each at a price of Rs. 85/- per Share (including a Premium of Rs. 75/- per Share). With your valuable support and confidence in the Company and its Management, the IPO was subscribed and the Company successfully listed on the SME Platform of BSE Limited on September 16 , 2025.

The members of the Company had passed a Special Resolution in Extra Ordinary General Meeting held on 4 th September 2024 for listing its Equity shares on SME Platform of BSE Limited, M/s Sun Capital Advisory Services Private Limited acted as Lead Manager to execute the listing procedure in compliance with SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018, SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 & Securities Contract Regulation Act, 1956.

The equity shares of your Company are listed on SME Platform of BSE Limited with effect from September 16, 2025 pursuant to Initial Public Offer of the Company.

Alteration of Memorandum of Association:

There was no alteration made during the Financial Year 2025-26 Alteration of Article of Association:

There was no alteration made during the Financial Year 2025-26

Further, there are no other material changes and commitments during the period under review, affecting the financial position of the Company.

Deposits:

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

Details of Money Accepted from Director:

During the period under review the Company has not accepted money in the form of secured/unsecured loan from the director or relative of the director of the Company.

Management Discussion and Analysis Report:

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ), the Management Discussion and Analysis Report is presented in a separate section Annexure-III forming as part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

Corporate Governance Report:

The Equity Shares of the Company are listed on the SME platform of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report as Annexure-II .

Policy on Director s Appointment, Removal, Remuneration and Other Details:

The Company s policy on appointment, removal, remuneration and other matters of Directors , Key Managerial Personnel and Senior Management Personnel including its on- board diversity and succession planning as provided in Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at www.nilachalcoke.com.

Managerial Remuneration and Particulars of Employees:

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company during the Financial Year 2025-26 was in conformity with the Nomination and Remuneration Policy of the Company. The details of employee s remuneration as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV .

Code of Conduct:

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. As required the said code has been posted on the website of the Company http:// www.nilachalcoke.com All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended March 31, 2026. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

Prevention of Insider Trading:

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Different Policies Adopted by Company:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI (LODR) Regulations, 2015 ) mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company s website, www.nilachalcoke.com. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement. The following policies has been adopted on duly held Board meeting on 5 th July, 2024 and the same is available at Companies Website.

Policy on Disclosure and Internal Procedure for Prevention of Insider Trading.

Policy on Whistle Blower and Vigil Mechanism.

Policy for Preservation of Documents and Archival of Documents.

Policy for Prevention of Sexual Harassment.

Policy on Materiality for Disclosures of events to Stock Exchanges.

Policy for identification of Materiality of outstanding Litigations involving Company, its subsidiary, Directors, Promoter and other Group Company.

CSR Policy.

Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.

Policy for Risk Management.

Policy on Board Diversity and Director Attributes. Post listing the following policies as per applicable regulations has been adopted on the board meeting held on 30 th May, 2026:

Policy on Familiarization Programmes for Independent Directors

Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions.

Code of Conduct for Insider Trading (Prohibition of Insider Trading)

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

Policy for Material Subsidiaries.

Risk Management Policy:

The Board of Directors facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. At present the Company has not identified any element of risk which may threaten the existence of the Company.

Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company s Operation in Future:

There is no significant material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its future operations.

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

Given the nature of activities of your Company, it has not spent any substantial amount on conservation of energy and technology absorption respectively under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Further, more details have been given in Annexure V attached to this report.

Disclosure in Terms of Various Provisions of the Companies Act, 2013:

The status of the Company being changed from Private Limited to Unlisted Public Company and then to Listed Company, the provision related to followings have been complied by the Company.

Statement on declaration given by Independent Directors (Section 149): Declaration received from Independent Directors.

Formation of Audit Committee (Section 177) Audit Committee was formed with duly held Board Meeting on 5 th July, 2024

Formation of Nomination and Remuneration Committee (Section 178)

Nomination and Remuneration Committee was formed with duly held Board Meeting on 5 th July, 2024

Undertaking for Annual Evaluation of Board and that of its committees and the individual Directors: As the company converted from Private to Public 5 th July, 2024 Therefore the Annual Evaluation have done in the Financial Year i.e. 2025-26.

Undertaking Secretarial Audit (Section 204).

Secretarial Audit is applicable to the Company as the Company listed and cover under the applicability provisions (Annexure- I).

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review no complaints were reported to the Board.

Compliance Under the Maternity Benefit Act, 1961:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

Green Initiative:

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 23 rd Annual General Meeting of the Company including the Annual Report for FY 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

CEO AND CFO Certification:

In terms of Regulation 17(8) read with Part B of the Listing Regulations, a certificate from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended March 31, 2026, adequacy of the internal control measures and matters reported to the Audit Committee, is provided in this Report.

Frauds Reported by Auditors Under Section 143(12), Other Than Those Which Are Reportable to The Central Government:

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

Details of Application / Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016:

During the year under review, neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.

Human Resources:

Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

General Disclosures:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1.Issue of Bonus Shares and/or Right Shares.

2.Issue of equity shares with differential rights as to dividend, voting or otherwise.

3.Issue of shares to employees of the Company under Employee stock option Scheme.

4.Issue of shares (including sweat equity shares) to directors or employees of the Company under any scheme.

5.Buy Back of Shares.

Appreciation & Acknowledgement

The Board sincerely thanks the Government of India, SEBI, RBI, the Government of Odisha, other State Governments, and various government agencies for their continued support, guidance, and cooperation.

The Board also places on record its sincere gratitude and appreciation to all employees at every level for their hard work, dedication, and teamwork throughout the year. Further, the Board conveys its appreciation to the Company s customers, shareholders, suppliers, vendors, bankers, business associates, and regulatory and government authorities for their continued support and confidence.

For and on behalf of the Board of Directors

NILACHAL CARBO METALICKS LIMITED

	S/d	S/d
	RISHIRAJ PANDA	BIBHU DATTA PANDA
Place: Bhubaneswar	Whole-time Director	Managing Director
Dated: 07.09.2026	DIN: 08681002	DIN: 01579026