NILE Ltd Directors Report

To

The Members,

Your directors take pleasure in presenting the 42^nd Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31^st March, 2026, together with the Auditors Report thereon.

Financial Results:

Your Companys results for the year, and the comparative figures for the previous year, are given below in a summarized format:

a) Standalone:

Particulars	2025-26	2024-25
Net Sales	1,02,977.47	91,930.17
Other Income	372.92	60.52
Total Revenue	1,03,350.39	91,990.69
Profit before interest and depreciation	8399.18	5,862.22
Less: Interest	103.79	107.61
Depreciation	284.27	291.36
Profit before exceptional & extraordinary items and tax	8,011.12	5,463.25
Profit before Tax	8011.12	5,463.25
Profit after Tax	5973.35	4,083.38
Add/less: Other Comprehensive Income	-310.75	-38.70
Total Comprehensive Income	5662.60	4,044.68
Add: Opening balance in Statement of Profit & Loss	24,889.33	20,964.73
Amount available for appropriation	30,551.93	25,009.41
Appropriations:
Transfer to General Reserve
Dividend on equity shares	150.09	120.08
Dividend Distribution Tax on Interim Dividend
Surplus/(Deficit) carried to Balance Sheet	30,401.84	24,889.33

Note: Previous years figures are regrouped and presented wherever necessary.

b) Consolidated:

Particulars	2025-26	2024-25
Net Sales	1,04,051.38	91,958.25
Other Income	405.75	15.23
Total Revenue	1,04,457.13	91,973.48
Profit before interest and depreciation	8,163.63	5,636.20
Less: Interest	211.94	220.70
Depreciation	389.65	386.23
Profit before exceptional & extraordinary items and tax	7,562.04	5,029.27
Profit before Tax	7562.04	5,029.27
Profit after Tax	5,513.68	3,634.34
Add/less: Other Comprehensive Income	-220.71	-38.70
Total Comprehensive Income	5,292.97	3,595.64
Add: Opening balance in Statement of Profit & Loss	24,359.73	20,884.17
Amount available for appropriation	29,652.70	24,479.81
Appropriations:
Transfer to General Reserve
Dividend on equity shares	150.09	120.08
Dividend Distribution Tax on Interim Dividend
Surplus/(Deficit) carried to Balance Sheet	29,502.61	24,359.73

Note: Previous years figures are regrouped and presented wherever necessary.

Dividend:

Your directors declared and paid dividends for the financial year as per the following details:

Dividend	Date of declaration	Amount per share	Paid in
Interim Dividend	14th November,2025	Rs.5 /- (50%)	December 2025

Your directors wish to inform you that no further dividends will be paid for the 2025-26 financial year.

Transfer to Reserves:

No amount is proposed to be transferred to the reserves of the Company.

Operations:

Operations of the Companys three divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 1,02,952 lakhs as against Rs. 89,008 lakhs in the previous year, an increase of 15.67%.

Windmills:

The windfarm has been idle for several months since the Power Purchase Agreement with the Andhra Pradesh Transmission Corporation expired. It also does not appear viable to use the wind power for captive consumption.

Total:

The combined turnover of the Company, thus, was Rs.1,02,977 lakhs for the year under review, as against Rs.91,930 lakhs for the previous year.

Capital Structure:

There is no change in the capital structure during the year.

Particulars of loans, Guarantees, security, and Investments:

The Company gave a loan of Rs. 25.87 crores @ 6.87% rate of interest to Nile Li-Cycle Private Limited, a wholly owned subsidiary of the Company for project works. Corporate Guarantee was given to Axis Bank against the project loan taken by Nile Li-Cycle Private Limited. No security is given by the Company to which provisions of sections 185 and 186 of the Companies Act, 2013 are applicable. The Company has complied with the provisions of sections 185 and 186 of the Companies Act 2013 with respect to investments in wholly owned subsidiaries as disclosed in the notes to accounts.

The Company provided a Corporate Guarantee up to an aggregate sum of Rs.10 Crores on behalf of its wholly- owned subsidiary, namely, Nile Overseas Enterprise FZE, to Amalgamated Metal Trading Ltd (AMT) for the purpose of hedging against the physical trading of Lead on the London Metal Exchange (LME).

SUBSIDIARY COMPANIES:

Nile Li-Cycle Private Limited:

A separate statement containing the salient features of the financial statements of the subsidiary companies in

Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended, and is attached in Annexure A.

Nirmalya Extracts Private Limited:

Your Company has decided to put on hold the planned foray into the plant extract and phytochemical space through its wholly owned subsidiary. Nirmalya Extracts Private Limited. This is because of increased competition in the space, lack of sufficient raw material availability, and expected long gestation period for the project.

A separate statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended, and is attached in Annexure A.

Nile Overseas Enterprise FZE:

During the year, your Company incorporated a Wholly Owned Subsidiary Company in Jebel Ali Freezone, Dubai viz. Nile Overseas Enterprise FZE and subscribed to 40 Equity shares @ 1,00,000 AED each on 11^th April, 2025 and 60 Equity shares @ 1,00,000 AED each on 27^th March, 2026.

A separate statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 as amended, and is attached in Annexure A.

Eco Metal Trading FZCO:

Your Wholly Owned Subsidiary Company i.e. Nile Overseas Enterprise FZE incorporated one Subsidiary Company (51% shareholding) in Jebel Ali Freezone, Dubai viz. Eco Metal Trading FZCO, on 16^th April, 2025. and subscribed to 51 Equity shares @ 1,000 AED each.

A separate statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 as amended, and is attached in Annexure A.

Enviro Metal, LDA:

Your stepdown Subsidiary Company i.e. Eco Metal Trading FZCO incorporated Wholly Owned Subsidiary Company (100% shareholding) in Mozambique viz. Enviro Metal,LDA, on 15th August, 2026 and subscribed to 1 share @ 10,000,000 MT (Ten MillionMeticals) each but capital not transferred due to the process of the opening of the bank account. The financial statements of the said subsidiary will be available only after 31st December, 2026. Therefore, the particulars of financial statements as required under Form AOC-1 are not applicable for the FY 2025-26.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under the SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Integrated Management System (IMS):

The Surveillance Audits for the Integrated Management System of all three ISO standards,

i) ISO 9001:2015 Quality Management System (QMS)

ii) ISO 14001:2015 Environment Management System (EMS)

iii) ISO 45001:2018 Occupational Health & Safety Management System (OHSMS) were completed successfully in May 2026, and the certificates for the three standards continue to be valid.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in the ‘Management Discussion and Analysis Report enclosed hereto, which forms an integral part of this Report (Refer Annexure-C).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

The energy conservation measures undertaken with the active participation of all employees has resulted in the reduction of power consumption per ton for smelting operations at both the plants, and refining operations at Tirupati plant.

B. Technology Absorption:

The existing technology in use has been fully absorbed, and no new technology adoption measures were initiated during the year.

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned;

Particulars	2025-26	2024-25
a) Foreign Exchange earnings on exports	0	140.90
b) Foreign Exchange used on account of:
i) Foreign Travel	11.03	21.29
ii) Professional Charges	24.50	49.20
iii) Subscription charges	40.09	18.79
iv) Others / Director sitting Fees	0.04	1.17
v) Legal Fee	-	-
vi) CIF value of imports of raw material & others	12087	4513.35
vii) Part Advance for Import of Goods	713.19	544.96
viii) Investment in subsidiary Company	2485.25	39.91

Directors & Key Managerial Personnel:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Sandeep Vuyyuru Ramesh will retire by rotation at the ensuing annual general meeting, and, being eligible, offers himself for reappointment.

Sri Sandeep Vuyyuru Ramesh was reappointed as Managing Director of the Company with effect from 12^th August, 2026, and his reappointment will be tabled at the Annual General Meeting to be held on 30^th September, 2026.

Sri Vuyyuru Ramesh was re-appointed as Executive Chairman of the Company with effect from 12^th August, 2025.

Sri Aditya Akkineni was appointed as an Independent Director of the Company with effect from 30^th September, 2025.

Statutory Auditors:

M/s. Gokhale & Co., Chartered Accountants, Hyderabad, having Firm Registration No.000942S, Chartered

Accountants has been the Auditors of the Company for a period of two consecutive terms. Pursuant to Section 139 of the Companies Act, 2013, an audit firm which has completed two terms of five consecutive years cannot be re-appointed as the Auditor of the Company. Accordingly, the two terms of five consecutive years of the present auditors expires at the conclusion of the forthcoming 42^nd Annual General Meeting. The Board of Directors of the Company, based on the recommendation of the Audit Committee, propose the appointment of M/s M. Bhaskara Rao & Co, Chartered Accountants (Firm Registration No. 000459S) as the Statutory Auditors of the Company.

The Company has received a written consent, eligibility letter and other necessary declarations and confirmations from M/s M. Bhaskara Rao & Co, stating that they satisfy the criteria provided under Section 141 of the Companies Act, and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. If approved by the Members, the appointment of M/s M. Bhaskara Rao & Co, Chartered Accountants as the Statutory Auditors will be for a period of five consecutive years commencing from the conclusion of 42^nd Annual General Meeting till the conclusion of the 47^th Annual General Meeting.

Cost Auditor:

Pursuant to the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendations of Audit Committee, Board of Directors at their meeting held on 4^th August, 2026 re-appointed Sri G Madhavaiah, (Membership No:13220) as Cost Auditor of the Company for the financial year 202627. A resolution seeking ratification of remuneration payable to the Cost Auditor to conduct a cost audit for the financial year 2026-27 has been included in the notice convening 42^nd AGM of the Company. The necessary consent letter and certificate of eligibility were received from the cost auditor confirming his eligibility to be re-appointed as the Cost Auditor of the Company.

Secretarial Auditors:

Sri V. Mohan Rao, Practicing Company Secretary, as the Secretarial Auditor for a period of five consecutive Financial years commencing from the conclusion of 41^st Annual General Meeting till the conclusion of the 46^th Annual General Meeting. In this regard, the Company has received confirmation from the Auditors to the effect that their continuation as Secretarial Auditor would be in accordance with the provisions of Section 204 of the Companies Act, 2013.

Secretarial Audit Report:

The Secretarial Audit Report for the Financial Year 2025-26 issued by Sri V. Mohan Rao in the prescribed Form MR-3 is enclosed with this Report.

The Secretarial Auditors Report does not contain any qualifications, reservation or adverse remarks or disclaimer.

Annual Secretarial Compliance Report:

A Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Sri V. Mohan Rao, Practicing Company Secretary, and submitted to the stock exchange.

Postal Ballot:

During the year under review, no postal ballot resolutions were passed.

Compliance with Secretarial Standards on Board and Annual General Meeting:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Number of meetings of the Board:

Details of the same are disclosed in the Corporate Governance Report.

Declaration of Independence:

All the Independent Directors have affirmed their compliance with the criteria for Independence as provided in Section 149(6) of the Companies Act, 2013.

Risk Management Policy:

The Board has adopted, and is implementing, a suitable Risk Management Policy for the Company which identifies therein different elements of risk that may threaten the existence of the Company.

Annual return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at NILE-Annual Return 2025-26.

Deposits:

No deposits under Chapter V of the Companies Act, 2013 were accepted or renewed during the year.

Composition of Audit Committee and Vigil Mechanism/Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3) (e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014:

Refer Annexure D

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Refer Annexure E

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014:

Refer Annexure F

Performance Evaluation:

The Board evaluated the effectiveness of its functioning, and that of the Committees and of individual Directors. The Board sought the feedback of Directors on various parameters such as:

• Degree of fulfillment of key responsibilities

• Clarity on the functional requirements of the Directors on the Board as well as on the Committees

• Co-operation between the Directors

• Quality and dynamics of the relationship between Management and Independent Directors.

The Chairman met each of the Directors individually, and obtained the feedback.

The Directors then discussed these inputs, and also reviewed the performance of the Directors, and the Committees as well as the Board as a whole.

There was consensus that the performances of the Directors, the Committees, and the Board were entirely satisfactory. There was also satisfaction regarding the co-operation and co-ordination among the Directors.

The Directors resolved to continue to guide the Company in the path of growth, with a social conscience.

Employees:

A statement showing names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said rules is provided in "Annexure G". However, as per the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company during working hours up to the date of the 42^nd Annual General Meeting.

No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Directors Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party transactions which is available on the Companys website at the link: http://www. nilelimited.com/policies.html. All related party transactions entered into during FY 2025-26 were on an arms length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is attached in Annexure B.

Prevention of Insider Trading:

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring, and Reporting of Trading by Designated Persons and their Immediate Relatives along with the Code of Fair Disclosures.

Designated Person for furnishing or providing information to the Registrar of Companies with respect to beneficial interest in shares of the Company:

Pursuant to Rule 9 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Board of Directors of the Company designated Company Secretary of the Company for furnishing or providing information to the Registrar of Companies with respect to beneficial interest in shares of the Company.

Particulars of Significant/Material orders passed, if any:

During the year under review, there were no significant and/or material orders passed by any Regulator/ Court/ Tribunal which could impact the going concern status of the Company and its operations in the future

New Labour Codes:

On November 21, 2025, the Government of India notified four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to change in regulations. The Company has assessed the new codes, and they have no impact in the standalone statement of profit & loss for the quarter and year ended 31.03.2026. The company continues to monitor the finalisation of Central/State rules and clarifications from the government on other aspects of the Labour Code and would provide appropriate accounting effect if any on the basis of such developments as needed.

Certificate of Non disqualification of Director under Regulation 34(3) of SEBI (LODR) 2015:

The Company has obtained the below certificate from Sri V. Mohan Rao, Practicing Company Secretary, confirming that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

The Members,

Nile Limited

I V. Mohan Rao, Practicing Company Secretary, have examined the relevant registers, records, forms, returns, and disclosures received from the Directors of Nile Limited having CIN: L27029AP1984PLC004719 and having Registered Office at Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati Dist. AP- 517520 (herein after referred to as ‘the Company), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its officers hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2026, have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority:

Name of Director	DIN	Date of appointment in the Company
1. Vuyyuru Ramesh	00296642	19-12-1984
2. Sandeep Vuyyuru Ramesh	02692185	14-08-2011
3. Vuyyuru Rajeswari	00845598	30-09-2014
4. Kadiri Ramachandra Reddy	00042172	22-03-2024
5. Venkateswarlu Jonnalagadda	00051001	12-08-2021
6. Shanti Sree Bolleni	07092258	13-08-2024
7. Aditya Akkineni	01629979	30-09-2025

Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.