Nuvoco Vistas Corporation Ltd Directors Report

TO,

The Members of

Nuvoco Vistas Corporation Limited (the Company)

The Directors present their 27 th Annual Report (5 th Integrated Annual Report) on the performance of the Company along with the Audited Financial Statements for the financial year ended March 31,2026.

FINANCIAL PERFORMANCE

(Rs. in crores)

Particulars	Standalone		Consolidated
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Income
Revenue from operations	9,761.56	8,724.66	11,338.29	10,356.67
Other income	104.70	16.37	24.06	19.43
Total Income	9,866.26	8,741.03	11,362.35	10,376.10
Earnings before Interest, Tax, Depreciation & Amortization	1,452.03	1,017.56	1,880.92	1,391.43
Total Expenses	9,456.02	8,698.87	10,763.70	10,349.59
Profit before exceptional item and tax	410.24	42.16	598.65	26.51
Exceptional item	18.62	-	48.13	-
Profit before tax	391.62	42.16	550.52	26.51
Tax expenses	131.50	1.68	190.75	4.67
Profit after tax	260.12	40.48	359.77	21.84
Other comprehensive income
Items that will not be reclassified to Profit or Loss:
Re-measurements loss of defined benefit plans	(5.87)	(2.87)	(3.07)	(4.07)
Income tax related to above	2.06	1.00	1.08	1.42
Total(A)	(3.81)	(1.87)	(1.99)	(2.65)
Items that will be reclassified to Profit or Loss:
Net change in fair value of derivatives designated as cash flow hedges	2.74	(0.60)	2.74	(0.60)
Income tax related to above	(0.96)	0.21	(0.96)	0.21
Total(B)	1.78	(0.39)	1.78	(0.39)
Other comprehensive loss for the year (A+B)	(2.03)	(2.26)	(0.21)	(3.04)
Total comprehensive income for the year	258.09	38.22	359.56	18.80

INTEGRATED ANNUAL REPORT

The Company has voluntarily published 5 th Integrated Annual Report for FY 2025-26 demonstrating its focus on Corporate Governance, compliances and transparent reporting practices.

DIVIDEND

The Company has not declared dividend for FY 2025-26.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Board of Directors of the Company have adopted a Dividend Distribution Policy. The same is available on the Companys website at DividendDistribution-Policy

TRANSFER TO GENERAL RESERVES

During the financial year, the Board of Directors have decided to retain the entire amount of the total comprehensive income of Rs. 258.09 crores for FY 2025-26 in the Retained Earnings.

PERFORMANCE HIGHLIGHTS

Consolidated

The Revenue from operations for FY 2025-26 increased to Rs. 11,338.29 crores from Rs. 10,356.67 crores in the previous year. The Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) stood at Rs. 1,880.92 crores; an increase of 35.18% as compared to Rs. 1,391.43 crores earned in the previous year. Total comprehensive income for the year was Rs. 359.56 crores as compared to Rs. 18.80 crores in the previous year. Cement of 20,221 KT was produced in FY 2025-26 as against 19,491 KT in the previous year. Clinker production increased to 11,848 KT as against 11,173 KT in the previous year. Cement sales volume was 20,379 KT as against 19,411 KT in the previous year.

Standalone

Revenue from operations for FY 2025-26 increased to Rs. 9,761.56 crores from Rs. 8,724.66 crores in the previous year. EBITDA stood at Rs. 1,452.03 crores; an increase of 42.70% as compared to Rs. 1,017.56 crores earned in the previous year. Total comprehensive income for the year was Rs. 258.09 crores as compared to Rs. 38.22 crores in the previous year. The Company produced 14,327 KT of cement in FY 2025-26 as against 13,867 KT in the previous year. Clinker production was 8,960 KT as against 8,421 KT in previous year. Cement sales volume increased to 17,769 KT from 16,362 KT in previous year; an increase of 11% over the previous year.

OVERVIEW AND THE STATE OF COMPANYS AFFAIRS

Nuvoco [including the Company, NU Vista Limited (NVL) and Vadraj Cement Limited (VCL)], is a building materials Company with a vision to build a safer, smarter, and sustainable world and among the leading players in East India with strong presence in North and West India. Guided by its vision of Building a Safer, Smarter and Sustainable World, Nuvocos mission is to be a Trusted Building Materials Company creating value for our stakeholders. The Company continues to focus on innovation, portfolio expansion and strengthening its market presence while contributing meaningfully to the nations construction ecosystem.

Nuvoco operates 13 cement plants across India, including four plants under NU Vista Limited (NVL) and two plants of Vadraj Cement Limited (VCL). This network comprises five integrated units, seven grinding units and one clinkerization unit, strategically located in West Bengal, Bihar, Odisha, Chhattisgarh and Jharkhand in Eastern India; Rajasthan and Haryana in the Northern region; and Gujarat in the Western region. Together, these facilities provide a current cement capacity of 27 MMTPA, enabling the Company to efficiently serve its diverse customer base.

The Company is further strengthening its presence in Eastern India by expanding its cement grinding capacity through a new mill at the Arasmeta Cement Plant, complemented by a series of debottlenecking initiatives at the Jojobera, Panagarh and Odisha Cement Plants. Including the new mill, the Company plans to add 4 MMTPA of grinding capacity through equipment upgrades, process improvements and internal debottlenecking initiatives by FY 2027-28. With these expansions, Nuvoco is on track to achieve 35 MMTPA cement capacity by FY 2027-28, further consolidating its position among Indias leading cement players over the long term.

All integrated plants are equipped with Waste Heat Recovery Systems (WHRS), contributing 44.7 MW of sustainable power generation. In addition, the Company operates Captive Power Plants with an installed capacity of 150 MW, along with Solar Power Plants generating 5.5 MWp, reinforcing its commitment to energy efficiency and sustainable operations.

During FY 2025-26, Nuvoco achieved an Alternate Fuel Rate (AFR) of 10%, improving from 9.6% in the previous year, reflecting the Companys continued focus on circular economy practices and sustainable manufacturing. Nuvoco also maintained one of the industrys best cement-to-clinker ratio at 1.72x, demonstrating efficient resource utilization and operational excellence.

The Companys manufacturing plants are strategically located in proximity to key raw material sourcesand high-demand markets, enabling efficient operations and cost-effective logistics. The acquisition of VCL further augments the resource base through access to high-grade limestone reserves.

In addition, the Companys preferred bidder status for the JMK-R2 limestone block in Jodhpur and Pali enhances its mining reserve base, providing a strong platform for future expansion and long-term resource security. The Company remains compliant with key regulatory frameworks, including the amended Mines and Minerals (Development and Regulation) Act, recognising compliance as a strategic priority that supports business continuity and long-term sustainability.

Nuvocos Ready-Mix Concrete (RMX) business has established a strong nationa I footprint with 58 plants across India, supporting marquee infrastructure, commercial and institutional projects. The Modern Building Materials (MBM) business continues to strengthen the Companys diversified product portfolio under the Zero M brand, offering innovative construction solutions including waterproofing systems, wall finishing solutions, tile adhesives and grouts, ready-mix dry plaster, construction chemicals and cover blocks. These solutions are designed to address evolving construction requirements by delivering enhanced performance, ease of application and long-term durability.

Supporting innovation across all business segments, Nuvoco operates the Construction Development and Innovation Centre (CDIC) in Mumbai, a state-of-the-art facility accredited by the National Accreditation Board for Testing and Calibration Laboratories (NABL). The center serves as a hub for research and product development across cement, RMX and MBM conducting more than 55 mechanical tests across a wide range of construction materials, including cement, fly ash, slag, aggregates, bricks, blocks and construction chemicals.

With a diversified portfolio spanning Cement, RMX and MBM, Nuvoco offers more than 60 products catering to individual home builders as well as large institutional and infrastructure projects, enabling the Company to deliver reliable and innovative solutions across the construction value chain.

Cement

The Cement business contributes approximately 91% of the Companys total sales, forming the foundation of Nuvocos building materials portfolio. The Company maintains a strong leadership position in Eastern India, while steadily expanding its footprint in the Northern and Western markets.

Nuvoco offers a diversified cement portfolio through leading brands such as Nuvoco Concreto, Nuvoco Duraguard, Nuvoco Double Bull, Nuvoco PSC, Nirmax and Nuvoco Infracem catering to a wide spectrum of customers including individual home builders, contractors, and institutional infrastructure projects. The portfolio includes Ordinary Portland Cement (OPC), Portland Slag Cement (PSC), Portland Pozzolana Cement (PPC) and Portland Composite Cement (PCC), all manufactured in compliance with BIS standards using high- quality raw materials.

The Companys premium offering, Nuvoco Concreto Uno, has established itself as a category leader in Eastern India. Engineered with advanced technology, it provides superior protection against water ingress, dampness and efflorescence, enhancing structural durability and surface finish. Its advanced formulation also helps extend the life of paint by protecting structures from harmful waterborne environmental pollutants. Furtherstrengtheningits innovation-led portfolio,theCompanys patented Fibre Reinforced Cement Composition, commercially available as Nuvoco Duraguard Microfiber, Cement with added mirofiber, represents a significant advancement in cement technology. This next-generation Portland Pozzolana Cement (PPC) is engineered with embedded microfibers that act as micro-reinforcement within the matrix, effectively reducing the development of micro-cracks in concrete, mortar and neat cement. This innovation enhances durability, structural performance and long-term resilience, reinforcing Nuvocos commitment to delivering high-performance and durable building materials.

The Nuvoco Double Bull brand comprises both premium variants and products tailored for trade and institutional markets. Manufactured in state-of-the-art facilities using high-grade clinker, these products ensure consistent quality, strength and reliability, reinforcing Nuvocos reputation as a trusted partner in construction.

During the year, the Company undertook several strategic brand and market engagement initiatives to strengthen its presence across key regions. These included Sabse Khaas Pehelwaan, a wrestling championship in Haryana that celebrated the states sporting heritage while reinforcing the Nuvoco Duraguard brands association with strength and resilience. In Western India, the Company launched Sauthi Khaas Garba, a cultural initiative in Gujarat aimed at celebrating authentic Garba traditions and building deeper connections with local communities.

To further strengthen its channel ecosystem, Nuvoco organized Sub-Dealer Conferences across multiple states, providing a platform to engage with partners and recognize their contributions. Additionally, Nuvoco launched NUVOCO ASHWAMEDHA, a knowledge-on-wheels mobile experience center that brings product demonstrations, technical guidance and construction best practices closer to individual home builders, influencers and channel partners. Collectively, these initiatives enhanced market engagement, strengthened brand visibility and reinforced the Companys customer-centric approach.

Nuvoco Duraguard Cements Sabse Khaas Pehelwaan Campaign

Nuvoco launched Sabse Khaas Pehelwaan, a premier wrestling championship in Haryana designed to celebrate the states rich wrestling heritage while reinforcing the brand promise of Nuvoco Duraguard Cements durability. The campaign witnessed participation from over 1,500 aspiring wrestlers across all 22 districts of Haryana, culminating in a grand finale held at the Talkatora Indoor Stadium in New Delhi. The initiative provided local athletes with a professional platform to showcase their talent while strengthening Nuvocos connection with communities and customers in one of its key markets. The champions were also given an opportunity to feature as micromarket brand ambassadors, further strengthening the local connect with the Nuvoco Duraguard brand.

Sauthi Khaas Garba - Celebrating Gujarats Cultural Heritage

To build deeper cultural and emotional engagement in Gujarat, Nuvoco introduced Sauthi Khaas Garba, a unique initiative celebratingthe authentictraditions of Garba during Navratri. The campaign spanned key cities including Ahmedabad, Vadodara, Surat and Rajkot, as well as rural Gujarat, reaching over 5 lakhs locals through multi-channel engagement across print, radio, digital, PR, and on-ground activations. By highlighting traditional forms of Garba and recognising community groups that preserve this cultural legacy, the initiative strengthened Nuvocos brand affinity while reinforcing its connection with consumers and dealers across the region.

Sub-Dealer Conferences and Launch of Nuvoco Navgati Programme

Nuvoco organized Sub-Dealer Conferences across 13 states, recognising high-performing partners and reinforcing its commitment to strengthening the channel ecosystem. These conferences provided a platform for business updates, engagement with leadership and recognition of the subdealer community. During these interactions, the Company also introduced Nuvoco Navgati 1 , a structured program offering incentives, insurance benefits and travel opportunities aimed at enhancing partner satisfaction and fostering long-term business relationships.

NUVOCO ASHWAMEDHA - Knowledge-on-Wheels Mobile Experience Centre

As part of its efforts to expand customer outreach and product education, the Company launched NUVOCO ASHWAMEDHA, a mobile experience center designed to deliver immersive product demonstrations and technical guidance directly to customers. Operating across Haryana through specially designed mobile units, the initiative engages individual home builders, influencers and channel partners through live demonstrations, curated displays and interactive sessions. The program reflects Nuvocos customer-centric approach by bringing knowledge, innovation and product expertise closer to the market.

Through these initiatives, Nuvoco continues to strengthen brand visibility, deepen market engagement and build long-term relationships with customers, communities and channel partners across its key areas of business operations.

Product Innovation in the RMX Segment

During the year, the Company continued to strengthen its innovation-led portfolio in the RMX segment through the launch of new products designed to address evolving construction needs while enhancing durability, aesthetics and performance.

Nuvoco Concrete Tri Shield

The Company launched Nuvoco Concrete Tri Shield, a high- performance RMX engineered to enhance structural durability and extend the service life of buildings and infrastructure. Designed as a three-in-one durability solution, the product protects structures against key environmental challenges such as chloride exposure, carbonation caused by urban pollution, and sulphate-rich soil and groundwater conditions.

Through its integrated Chloride Shield, Carbonation Shield and Sulphate Shield mechanisms, the product significantly reduces chloride penetration, carbonation depth and sulphate expansion compared to standard concrete, thereby improving reinforcement protection and structural longevity. Engineered with a strong focus on lifecycle performance and reliability, Nuvoco Concrete Tri Shield is particularly suited for commercial buildings, institutional infrastructure and long-term asset developments.

Nuvoco Artiste Elite Collection

Further strengthening its decorative concrete portfolio, the Company introduced the Nuvoco Artiste Elite Collection, a premium range under the Artiste Decorative Concrete portfolio. The collection features four contemporary decorative concrete finishes, combining refined textures, natural colour palettes and durable performance suitable for modern construction and landscaping applications.

Designed to meet the needs of architects, developers and designers, the Elite Collection enables the creation of visually distinctive surfaces for walkways, driveways, podiums, landscaped areas and premium outdoor or semi-outdoor spaces. With a focus on both aesthetics and performance, the launch reinforces Artistes position as a premium decorative concrete solution while expanding Nuvocos offering in design-oriented construction materials.

Through these innovations, Nuvoco continues to strengthen its RMX portfolio by offering high-performance and design- led solutions that address the evolving needs of modern construction while delivering long-term durability and value.

Modern Building Materials (MBM)

Nuvocos MBM business serves as a pivotal differentiating factor for the Company, strengthening its position as a comprehensive building materials solutions provider. The Company markets and sells a wide range of products, including Construction Chemicals, Multipurpose Bonding and Waterproofing Agents, Wall Putty, Tile Adhesives, Ready-Mix Dry Plaster, and Cover Blocks under the Zero M brand.

With a continued focus on performance-led innovation and design, the Nuvoco Zero M franchisee ecosystem is further strengthening the Companys reach, driving adoption, and enhancing customer confidence across markets.

During the year, the Company expanded its MBM portfolio with the launch of Zero M Triple Shield Putty

The Zero M Triple Shield Putty, is a premium white cement- based wall care solution engineered to deliver anti-microbial, waterproofing, and anti-efflorescence performance in a single formulation. Developed using Silver Ion Technology and advanced hydrophobic polymers with active silanes/siloxanes, the product provides strong resistance against dampness, cracks, and microbial growth while preventing salt deposits on surfaces. Suitable for both interior and exterior applications, it enhances wall finish with superior whiteness and ensures long- lasting protection in demanding conditions.

Zero M UNNATI App

The Company launched the Zero M UNNATI App, a digital platform designed to strengthen engagement with the influencer ecosystem, including contractors, applicators, masons, and painters. The platform enables seamless reward redemption, real-time tracking of incentives and performance, and provides easy access to product information, offers, and updates. It also integrates support features such as helpline access, enhancing transparency and responsiveness. The app supports the Companys broader digital transformation agenda by enabling a connected and scalable engagement ecosystem.

During the year, the Company undertook several brand and market engagement initiatives which are as follows:

Mera Bharosa Nuvoco ZERO M campaign

During the year, the Company launched the Mera Bharosa Nuvoco ZERO M campaign, a first-of-its-kind initiative under the MBM business, appointing 300 dealers as brand ambassadors for its flagship waterproofing solution, ZERO M IWC+. The campaign reinforced the Companys dealer-first approach by positioning channel partners as trusted local influencers, strengthening brand credibility and driving deeper market engagement. Through on-ground activations across multiple states, including the installation of dealer-led standees and targeted outreach, the initiative addressed the critical need for early-stage waterproofing awareness while empowering dealers to educate customers, contractors, and applicators. The campaign has delivered strong visibility and engagement, and is expected to further strengthen dealer relationships, enhance brand advocacy, and support sustained growth in the MBM segment.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY 2025-26 till the date of this Boards Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

Ongoing Cement Cartelization Case

In August 2016, the Competition Commission of India (CCI) passed an Order levying a penalty of Rs. 490 crores on the Company in connection with a complaint filed by the Builders Association of India against leading cement companies (including the Company) for alleged violation of certain provisions of the Competition Act, 2002. The Company had filed an appeal against the Order before the Competition Appellate Tribunal (COMPAT). The COMPAT had passed an interim order directing the Company to pre-deposit 10% of the penalty amount and granted stay on the remaining 90% of the penalty amount subject to the condition that in case appeal is finally decided against the Company, then Company shall be liable to pay interest of 12% p.a. on the said 90% penalty amount stayed pursuant to the interim order.

The pre-deposit of 10% of the penalty amount was accordingly made pursuant to the Orders of COMPAT. The COMPAT was replaced by the National Company Law Appellate Tribunal (NCLAT) effective May 26, 2017, and NCLAT vide its judgment dated July 25,2018, dismissed the Companys appeal and upheld the CCIs order. Against the above judgment of NCLAT, the Company appealed before the Honble Supreme Court, and vide its order dated October 05, 2018, the Honble Supreme Court admitted the appeal of the Company and directed continuation of the interim order as originally passed by the COMPAT.

The Company under the Share Purchase Agreement (SPA) is indemnified by erstwhile promoter group for loss arising from claims/ demands in case penalty is upheld by Honble Supreme Court. However, the erstwhile promoter has disputed their obligation towards indemnification of any amount including interest beyond the cap of Rs. 490 crores. Honble Delhi High Court vide its order dated December 06,2021, preserved the liberty of the Company to invoke appropriate legal recourse in case such a need arises in future in the event of a dispute in relation to SPA to claim any consequential interest demand beyond the cap, subsequent to disposal of the pending appeal against CCI penalty demand before Honble Supreme Court.

FINANCE

Consolidated

The cash flows from operations were positive Rs. 1,485.17 crores in FY 2025-26 (FY 2024-25 Rs. 1,328.52 crores). Spend on capex was Rs. 709.69 crores in FY 2025-26 (FY 2024-25 Rs. 350.12 crores). The borrowing of the Company as at March 31, 2026 stood at Rs. 4,540.77 crores (as at March 31, 2025 Rs. 3,822.64 crores). Cash and bank balances stood at Rs. 88.11 crores (as at March 31, 2025 Rs. 176.66 crores). The debt to Equity stood at 0.44 times (as at March 31, 2025 0.42 times).

Standalone

The cash flows from operations were positive Rs. 1,041.47 crores in FY 2025-26 (FY 2024-25 Rs. 1,099.52 crores). Spend on capex was Rs. 150.12 crores in FY 2025-26 (FY 2024-25 Rs. 262.22 crores). The borrowing of the Company as at March 31, 2026 stood at Rs. 3,582.95 crores (as at March 31,2025 Rs. 2,589.67 crores). Cash and bank balances stood at Rs. 74.13 crores (as at March 31,2025 Rs. 157.19 crores). The debt to Equity stood at 0.38 times (as at March 31, 2025 0.28 times).

PARTICULARS OF LOANS, GUARANTEES, SECURITIES, AND INVESTMENTS

Details of Loans, Securities and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (Act) read with the Rules framed thereunder are given in the Notes forming part of the Standalone Financial Statements, which forms part of this Integrated Annual Report.

CREDIT RATING

The Company has obtained ratings from CRISIL Ratings Limited (CRISIL) and India Ratings and Research Private Limited (Ind-Ra) for its bank facilities, non-convertible debentures and commercial paper.

There has been no change in rating level assigned by both the agencies duringthe year under review. However, the ratings were placed on Rating Watch with Developing Implications following the Companys announcement of its successful Resolution Plan for the acquisition of VCL in January 2025.

Subsequently, upon achieving clarity on the funding structure and capitalisation of the acquisition, both rating agencies resolved the Rating Watch and reaffirmed the ratings with a Stable outlook.

The ratings reflect the Companys strong market position, diversified presence, improving operational performance and adequate liquidity profile

The Company has received the following credit ratings for its long-term and short-term bank loan facilities, commercial papers, and non-convertible debentures:

Rating Agency	Instrument/Facility	Rating
CRISIL Ratings Limited	Bank Loan Facilities (Long Term)	CRISIL AA/Stable
	Bank Loan Facilities (Short Term)	CRISIL A1+
	Non-Convertible Debentures	CRISIL AA/Stable
	Non-Convertible Debentures (Perpetual)	CRISIL AA-/Stable
	Commercial Papers	CRISIL A1+
India Ratings and Research Private Limited	Bank Loan Facilities (Long/Short Term)	IND AA/Stable /IND A1+
	Non-Convertible Debentures (Perpetual)	IND AA-/Stable
	Commercial Papers	IND A1+

A Rating watch status was resolved by CRISIL on January 14,2025 and by India Ratings on June 2,2025

SHARE CAPITAL

During the year under review, there was no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.

As at March 31, 2025, the Authorized Share Capital of the Company was Rs. 88,01,11,00,000/- divided into 7,80,11,10,000 equity shares having face value of Rs. 10/- each and 1,00,00,00,000 preference shares having face value of Rs. 10/- each and the Issued, Subscribed and Paid-up Share Capital of the Company was Rs. 3,57,15,61,530/- divided into 35,71,55,153 equity shares having face value of Rs. 10/- each.

DEBENTURES

During the year under review, the Company had redeemed Secured, Listed, Redeemable and Rated Non-Convertible Debentures (NCDs) aggregating Rs. 350 crores on August 28, 2025 and had made further issuance by way of issuance of Unsecured, Redeemable, Listed, Rated NCDs aggregating Rs. 600 crores on September 18,2025.

As on March 31, 2025, Unsecured, Listed, Redeemable and Rated NCDs aggregating Rs. 300 crores and Unsecured, Listed, Redeemable and Rated NCDs aggregating Rs. 600 crores were outstanding.

All the NCDs aggregating Rs. 900 crores are listed on the Wholesale Debt Market segment of The National Stock Exchange of India Limited.

Further during the financial year, VCL, wholly-owned subsidiary of the Company, had issued Compulsorily Convertible Debentures (CCDs) aggregating Rs. 900 crores on a preferential basis through private placement which was utilized by VCL for repayment of the amount due to the Company for the financial assistance provided to VCL.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements and transparency in all its dealings and places high emphasis on business ethics.

As per Regulation 34 read with Schedule V of the Listing Regulations, a separate report on Corporate Governance together with a certificate from M/s. Parikh & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations, forms part of this Integrated Annual Report.

KEY EVENTS DURING THE FINANCIAL YEAR AND UP TO THE DATE OF REPORT

Acquisition of Vadraj Cement Limited (VCL)

Pursuant to the approval of the Resolution Plan by the Honble National Company Law Tribunal, Mumbai Bench (NCLT) vide its order dated April 01,2025, the Company through its Implementing Entity, Vanya Corporation Private Limited (Vanya), had acquired Vadraj Cement Limited (VCL) by paying Resolution amount of Rs. 1,800 crores (Rupees One Thousand Eight Hundred Crores only). Subsequently, Vanya got merged with VCL as per the terms and conditions of the Resolution Plan.

Existing facilities of VCL includes a 3.5 MMTPA (-10,000 TPD) clinker unit in Kutch, Gujarat, and a 6 MMTPA grinding unit in Surat, Gujarat. Additionally, VCL owns high-quality limestone reserves, ensuring a consistent and sustainable supply of raw materials for future production. The captive jetty in Kutch further enhances logistical efficiency.

Since the acquisition on June 21, 2025, VCL has made significant progress towards operationalisation of the assets. The Limla Cement Plant at Surat was inaugurated on July 11,2026, ahead of schedule, with 2 MMTPA grinding capacity, which will give us access to high growth markets in Gujarat and Maharashtra. For the Clinker Unit at Kutch, major equipments and spare deliveries, reconditioning of coal and raw mills VRM gearbox have been completed. Execution activities for the Kutch Railway Siding have also been commenced. The phased commissioning of key facilities are targeted through FY 2027-28. The aforesaid acquisition will strengthen the Companys presence in the Western region.

The said acquisition is in line with the Companys long-term growth strategy and will further consolidate its position in the Indian cement industry.

Acquisition of Vadraj Energy (Gujarat) Limited (VEGL)

During the year under review, the Company completed the acquisition of VEGL which operates power plants located in Kutch and Surat. The acquisition has been executed through a

Securities Purchase Agreement with JSW Cement Limited and Alpha Alternatives Holdings Private Limited to acquire 100% of the securities of Algebra Endeavour Private Ltd., the holding company of VEGL. The acquisition will enhance Nuvocos captive power infrastructure, improve energy reliability, and support operational efficiency.

EVENTS SUBSEQUENT TO THE YEAR UNDER REVIEW

Post completion of year under review, the Company had inaugurated Limla Cement Plant at Surat having 2 MMTPA grinding capacity on July 11, 2026. Further, M/s. M S K A St Associates LLP, Statutory Auditors of the Company had tendered their resignation and M/s. Walker Chandiok & Co. LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company. The details of these events are given further in the Boards Report.

BOARD OF DIRECTORS

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with the Rules made there under and the Articles of Association of the Company, Mr. Hiren Patel (DIN:00145149), Non-Executive Chairman of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible offers himself for re-appointment.

The resolution seeking Members approval for his re-appointment along with the disclosures required pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards-2 on General Meetings forms part of the Notice of the ensuing 27 th AGM.

Declaration by Independent Directors

All Independent Directors of the Company have provided their declarations, including compliance with code of conduct, under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company are leading professionals with high level of expertise and rich experience across a wide spectrum of functional areas such as leadership/ operational, business & industry and strategy planning, financia I St risk management expertise, corporate governance, research St development, innovation and sustainability, human resource development. They hold high standards of integrity and are independent of the management.

The Company has received confirmation from the Independent Directors of the Company regarding the registration of their names in the databank maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Familiarization Programme for Independent Directors

Details of Familiarization Programme for the Independent Directors of the Company are provided separately in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Board Committees

As on March 31, 2026, the Board has following Committees according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility & Environmental, Social and Governance Committee;

• Stakeholders Relationship Committee; and

• Risk Management Committee.

During the year under review, there were no instances of non- acceptance of any recommendation of the Committees of the Company by the Board of Directors.

The details of composition of the Board and its Committees, number of meetings held, attendance of Board and Committees Members at such meetings, including Committees terms of reference are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Board at their meeting held on May 01, 2025, renamed the Corporate Social Responsibility (CSR) Committee to the Corporate Social Responsibility & Environmental, Social, and Governance (CSR & ESG) Committee and also amended the Terms of Reference thereby reflecting a comprehensive approach towards sustainability, governance, and responsible business conduct, akin with Companys long-term strategy for stakeholders value creation. The revised Terms of Reference are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The composition and Terms of Reference of all the Committees of the Company are in line with the provisions of the Act and the Listing Regulations.

Further, pursuant to the recent circular issued by National Financial Reporting Authority (NFRA) dated January 07, 2026, relating to Those Charged With Governance (TCWG), the Board of Directors of the Company have been designated as TCWG for the purpose of compliance and governance oversight and the Managing Director has been designated as the Nodal Person.

A framework has been adopted to ensure effective two-way communication between Those Charged with Governance (TCWG) and the Statutory Auditors.

Number of Board Meetings during the financial year

During the year under review, 8 (eight) Board Meetings were held, the details of which are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the Listing Regulations.

BOARD EVALUATION

The Company has devised a framework for performance evaluation of the Board, its Committees and individual Directors in compliance with the provisions of Sections 134 and 178 of the Act, Regulation 17(10) of the Listing Regulations and the Nomination and Remuneration Policy of the Company.

The Board carried out evaluation of its own performance, Board Committees and Individual Directors. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors.

The performance of the Chairman of the Board was also reviewed, taking into account the views of the Executive, Non- Executive and Independent Directors.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the corporate strategy etc.

The individual evaluation is based on criteria which inter alia includes, competency, knowledge of the industry, attendance and preparedness for the meetings, contribution at meetings and role in the Committees.

Structured questionnaires were circulated to the Directors for providing feedback on functioning of the Board, Committees and the Chairman of the Board and the areas of improvement for enhancing the effectiveness. Based on the inputs received, action plans are drawn up in consultation with the Directors.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timelines of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors of the Company were satisfied with the overall functioning of the Board and its various Committees, which displayed a high level of commitment and engagement and appreciated the high standards of corporate governance, timely reporting and complete transparency of information of the Company.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 2(51) and Section 203 of the Act, following are the KMP of the Company as on the date of this report:

Mr. Jayakumar Krishnaswamy, Managing Director;

Mr. Maneesh Agrawal, Chief Financial Officer; and Ms. Shruta Sanghavi, Company Secretary.

REMUNERATION POLICY

The Company has in place a Policy on the appointment and remuneration for Directors and Senior Management Personnel, including criteria for determining qualifications, independence of a Director and other related matters, in accordance with the provisions of Section 178 of the Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The said Policy is available on the Companys website at www. nuvoco.com/Policies/Remuneration-Policy-for-Directors~KMP- and-other-Employees.

The salient features of the said Policy are set out in the Corporate Governance Report, which forms part of this Integrated Annual Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender will help the Company retain competitive advantage. The Policy on the Diversity of the Board of Directors adopted by the Board sets out its approach to diversity.

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Vigil Mechanism and Whistleblower Policy (the Policy) and established the necessary vigil

mechanism, which is in line with the provisions of Section 177 of the Act and Regulation 22(1) of the Listing Regulations. Pursuant to the Policy, the Whistleblower can raise concerns relating to Reportable Matters (as defined in the Policy) such as general malpractice/unethical and improper practices and events, which have taken place/ reasonable apprehension involving:

(a) Abuse of authority;

(b) Breach of contract;

(c) Negligence causing substantial and specific danger to public health and safety;

(d) Manipulation of the Companys data/records;

(e) Financial irregularities, including fraud or suspected fraud or deficiencies in internal control and check, or deliberate error in preparations of financial statements, or misrepresentation of financial reports;

(f) Any unlawful act; whether criminal/ civil;

(g) Pilferage of confidential/ propriety information;

(h) Deliberate violation of law/regulation;

(i) Bribery or corruption

(j) Harassment; (k) Retaliation;

(I) Breach of IT security and data privacy;

(m) Social media misuse;

(n) Wastage/misappropriation of Companys funds/ assets;

(o) Taking kickbacks/seeking bribes, forgery, misuse of the Companys resources, etc;

(p) Breach of Companys policies or failure to implement or comply with any existing policies of the Company, as notified from time to time, by or against the Directors and employees, etc.

Further, the mechanism adopted by the Company encourages the Whistleblower to disclose the Reportable Matters to the Whistle Officer who in turn reports the matter to the Ethics and Compliance Committee for further action. The Policy sets out a detailed mechanism of investigation and also provides for adequate safeguards against retaliation and victimization of the Whistleblower, who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee supervises the development and implementation of the Policy, including the work of the Ethics and Compliance Committee. Co-ordination of the investigation of any serious Protected Disclosures concerning the alleged violation of laws or regulations is the responsibility of the Audit Committee. During the year under review, the Company had received 3 (three) complaints under the Policy, which were resolved expeditiously. There were no pending complaints at the end of the year.

It is affirmed that no personnel of the Company has been denied access to the Ethics and Compliance Committee and Audit Committee.

The Policy is available on the Companys website at . com/Policies/Vigil Mechanism and Whistle Blower Policy.

RISK MANAGEMENT

The Company has a Business Risk Management framework in place to identify, evaluate business risks and opportunities. This framework focuses to assess risks to the achievement of business objectives and to deploy mitigation measures. The framework has been established across the Organization and is designed to identify, assess and frame a response to threats including fraud risk that affect the achievement of its objectives. The Companys management systems, organizational structures, processes, standards, code of conduct and behaviours together govern how the Company conducts its business and manages associated risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. The Companys internal control systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit, and review framework, etc. Clearly defined roles and responsibilities have been institutionalized and systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Companys operations. Controls were tested during the year under review and no reportable material weakness in the operations or in the design were observed. These controls are periodically reviewed to ensure that they remain updated to the change in environment.

The internal financial controls have been laid down and the management believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26 for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy, optimal utilization of resources and completeness of accounting records, and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review, as stipulated under the Listing Regulations, forms part of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has always been committed to sustainable development; pursuing a Corporate Social Responsibility (CSR) strategy that combines industrial know-how with performance, value creation, respect for communities & local cultures, and environmental protection, as well as conservation of natural resources and energy and involving partnership with nearby communities to bring about a meaningful change to improve their quality of life and thus creating shared value both for nearby communities and the Company. Through the 5 (five) pillars of the CSR Policy, namely Saksham Bharat (Livelihood and Skill Development), Sangrahit Bharat (Natural Resource Management), Shikshit Bharat (Education), Swasth Bharat (Health) and Sanrachit Bharat (Rural Infrastructure Development), the Company continues to foster a safe and responsible environment for sustained development.

The Annual Report on CSR activities for FY 2025-26 is annexed as Annexure 1 to this Boards Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Integrated Annual Report.

The CSR policy is available on the Companys website at https:// admin.nuvocn-rnm/puhlic/Corporate/Policies/CSR Policy-7prlf-

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2025-26 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Audited Consolidated Financial Statements together with the Auditors Report thereon, forms part of this Integrated Annual Report. Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents and the Financial Statements of the subsidiaries are available on the Companys website at /performance-highlights

Any member desirous of obtaining copies of the Financial Statements of the subsidiaries may write an e-mail to upto the date of the ensuing AGM.

HOLDING, SUBSIDIARY AND JOINT VENTURE

As on March 31, 2026, Niyogi Enterprise Private Limited is the holding company. The Company has 1 (one) unlisted material wholly owned subsidiary, viz., NVL, 2 (two) wholly owned subsidiaries viz., VCL and Algebra Endeavour Private Limited, 1 (one) step down subsidiary viz., Vadraj Energy (Gujarat) Limited and 1 (one) Joint Venture, viz. Wardha Vaalley Coal Field Private Limited.

During the year under review, Vanya got merged with VCL pursuant to the merger scheme forming part of the Resolution Plan as approved by NCLT.

A statement containing the salient features of the Financial Statements, including the performance and financial position of the Joint Venture and its wholly owned subsidiaries including step down subsidiary as per the provisions of the Act, is provided in the prescribed Form AOC-1, which is annexed as Annexure 2 to this Boards Report.

The Company has in place a Policy for determining Material Subsidiary. The Policy is available on the Companys website at https://admin.niivocn.com/pubJic/Corporate/Policies/Policy for Determination of Material Subsidiary.pdf.

RELATED PARTY TRANSACTIONS (RPTs)

All RPTs entered into by the Company during the year under review were on an arms length basis and in the ordinary course of business. All RPTs were reviewed and approved by the Audit Committee. An omnibus approval was obtained for the RPTs which were repetitive in nature and not foreseen. All RPTs entered pursuant to the omnibus approval so granted were placed before the Audit Committee on a quarterly basis for its review.

During FY 2025-26, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions of the Company.

The Companys major RPTs were generally with its unlisted material wholly owned subsidiary, NVL and other subsidiaries. There were no material significant RPTs which could have a potential conflict with the interest of the Company at large. Also, there were no RPTs under the scope of Section 188(1) of the Act. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence does not form part of this Boards Report.

Pursuant to Regulation 23 of the Listing Regulations, Policy on materiality of the Related Party Transactions and on dealing with Related Party Transactions, has been amended, effective May 01,2025, to incorporate recent regulatory amendments.

The updated Policy can be accessed on the Companys website at- RPT S: dealing with RPTs.

In terms of Regulation 23 of the Listing Regulations, the Company submits the details of RPTs to the Stock Exchanges on a half-yearly basis.

The details of RPTs that were entered into during FY 2025-26 a re given in the Notes forming part of the Standalone Financial Statements, which forms part of this Integrated Annual Report.

AUDITORS AND THEIR REPORT Statutory Auditors

The Board of Directors, on the basis of recommendation of Audit Committee, at its meeting held on July 13, 2026, recommended the appointment of M/s. Walker Chandiok St Co LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) (Walker Chandiok) as the Statutory Auditors of the Company in place of M/s. M S K A & Associates LLP, Chartered Accountants (Firm Registration No. 105047W/W10TI87) (M S K A), who tendered their resignation as the Statutory Auditors of the Company with effect from July 13, 2026, to hold office until the conclusion of the ensuing 27 th AGM, subject to the approval of the Members at the ensuing 27 th AGM, to fill the casual vacancy caused by the resignation of M S K A.

Further, the Board of Directors, on the basis of recommendation of Audit Committee, at its meeting held on July 13, 2026, recommended to the Members of the Company, the appointment of Walker Chandiok as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the 27 th AGM until the conclusion of the 32 nd AGM of the Company to be held in the year 2031.

Walker Chandiok has confirmed its eligibility for appointment under Sections 139 and 141 of the Act and the Rules made thereunder. Further, as required under Regulation 33 of Listing Regulations, the firm has confirmed that it holds a valid Peer Review Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The relevant resolutions seeking the approval of the Members for the appointment of Walker Chandiok as the Statutory Auditors of the Company is included in the Notice of the ensuing 27 th AGM.

The Notes on Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any further comments. The Auditors Reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records.

M/s. D. C. Dave Si Co., Cost Accountants, Mumbai (Firm Registration No. 000611) (D. C. Dave Si Co) have conducted the audit of cost records maintained by the Company for FY 2025-26. The Board at its meeting held on April 14,2026, on the recommendation of the Audit Committee have appointed D. C. Dave Si Co, as the Cost Auditors of the Company for FY 2026-27 under Section 148 and other applicable provisions of the Act.

In accordance with the provisions of Section 148(3) of the Act read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, a resolution seeking ratification of the remuneration payable to D. C. Dave Si Co., for FY 2026-27 has been incorporated in the Notice of the ensuing AGM for approval by the Members.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules framed thereunder, the Board appointed M/s. Parikh Si Associates, Practising Company Secretaries (Firm Registration No. P1988MH009800) (Parikh Si Associates), to conduct Secretarial Audit of the Company for a term of 5 (five) years commencing from FY 2025-26 till FY 2029-30 and the same has also been approved by the Members at the 26 th AGM. The Report of the Secretarial Auditors in Form MR-3 for FY 2025-26 is annexed as Annexure 3 to this Boards Report.

Further, pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of NVL, an unlisted material wholly owned subsidiary of the Company in terms of Regulation 16(1)(c) of the Listing Regulations, submitted by Parikh St Associates is also annexed as Annexure 3A to this Boards Report.

In terms of Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report for FY 2025-26 from Parikh & Associates.

The Secretarial Audit Reports and Secretarial Compliance Report do not contain any qualification, reservation, adverse remark or disclaimer.

Reporting of Fraud

During the year under review, the Statutory, Cost and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 4 to this Boards Report.

In terms of provisions of Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing particulars of employees, forms part of this Boards Report. In accordance with the provisions of Section 136 of the Act, this Integrated Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection electronically by the Members of the Company. Any Member interested in obtaining a copy thereof may write an e-mail to the Company Secretary at investor, relationsfalnuvoco.com.

HEALTH AND SAFETY (H&S)

At Nuvoco, safety is a non-negotiable core value under its CARE philosophy and a defining element of everyday operations across Cement, RMX, Projects, and Non-Manufacturing functions. Guided by its Zero Harm philosophy, the Company remains committed to ensuring that every employee, contractor, and stakeholder returns home safely every day. This commitment is reinforced through strong leadership, behavioural transformation, robust governance, capability building, and active stakeholder participation across all levels.

1. Safety Performance Overview

1.1. LTIFR Improvement: LTIFR (Lost Time Incident Frequency Rate) significantly reduced from 0.61 to 0.36 during FY 2025-26, reflecting strengthened safety systems, sharper governance, and proactive interventions across businesses. While this marks substantial progress, the Company continues to intensify efforts toward its zero- harm ambition.

1.2. Behavioural Safety Focus: Incident analysis indicated that a significant share of incidents arose from routine familiarity, behavioural complacency, and underestimation of risks. This reinforced the need for deeper behavioural safety transformation through Behaviour-Based Safety (BBS), leadership engagement, and sharper frontline vigilance.

1.3. Training and Capability Building: Over 2.71 lakhs man-hours of safety training were delivered across Nuvoco, covering Safety Induction, Working at Height, Confined Space Entry, LOTOTO, SOP/JSA, Risk Assessment, Fire Safety, Electrical Safety, Road Safety, First Aid, Emergency Preparedness, Manual Material Handling, Belt Conveyor Safety, Mining Safety, Lifting & Rigging, Mobile Equipment Safety, Machine Guarding, Incident Reporting & Investigation, and Safety Leadership Development.

1.4. Structured Safety Orientation: 100% safety orientation completion was achieved across all locations, including a structured 7-day induction for Graduate Engineer Trainees (GETs), new joiners, and leadership onboarding.

2. Strengthening Road Safety and Non-Manufacturing Safety

During FY 2025-26, focused safety interventions were extended across non-manufacturing functions, particularly for sales and market facing higher travel exposure and related hazards.

Key initiatives included:

• Focused road safety awareness programs were conducted for non-manufacturing teams on weekly and monthly basis

• Inclusion of family members and channel partners in safety sensitization

• Introduction of a Penalty Matrix for hired vehicles

• Electrical safety audits across offices and ensuring its compliance

• Community and school road safety outreach programs

3. Data-Driven Risk Mitigation and Governance

• Safety heat maps were developed using five years of incident data to identify recurring high-risk areas and prioritize CAPA (Corrective and Preventive Action)

• Leadership-led Root Cause Analysis (RCA) governance and CAPA monitoring were institutionalized

• Quarterly leadership safety inspections and Safety Positive Assurance Reports (SPAR) strengthened top- down accountability

• Cross-functional deployment of safety professionals during shutdowns and projects enhanced control during critical phases

4. Common Safety Initiatives Across the Organization

4.1 Awareness Campaigns:

• Fire Safety Month (April 01 to April 30, 2025) and

National Fire Safety Week (April 14 to April 20, 2025): Conducted under the theme UNITE TO IGNITE, A FIRE-SAFE INDIA, with fire drills, firefighting system inspections, and employee-family engagement

• Road Safety Month (January 01 to January 31, 2026): Conducted under SADAK SURAKSHA ABHIYAN - SEEKH SE SURAKSHA, TECHNOLOGY SE PARIVARTAN through Police/RTO campaigns, driver engagement, manufacturer collaboration, and school outreach

• HSE Month (February 15-March 14, 2026): Conducted under the theme OUR BEHAVIOR, OUR DIGNITY, SAFETY BECOMES EVERYONES IDENTITY, focused on behavioural ownership and stakeholder engagement

• National Safety Week (March 04 to March 10, 2026): Reinforced key safety messages across all businesses

4.2 Family Safety Engagement:

A Company-wide family connect on safety was organized to reinforce safe behaviour beyond the workplace through campaigns such as Come Home Safe - You Matter.

4.3 Digital and System Strengthening:

• Safety animation modules for regular activities has been developed

• Internal safety maturity assessments

• Real-time operational safety monitoring systems

5. Plant-Level and Business-Specific Initiatives 5.1 Projects and Shutdown Management:

• Strategic deployment of safety professionals during shutdowns

• Enhanced shutdown and project safety governance

• Zero major injury focus during critical execution phases

• Structured Shutdown and Project safety review systems have been implemented.

6. Recognition and Awards

During FY 2025-26, the Company received around 25 prestigious national-level DGMS safety awards, reflecting strong regulatory compliance, operational discipline, and safety excellence.

7. Way Forward

The Company recognizes that safety excellence is a continuous journey. Key priorities include:

• Strengthening behavioural safety and frontline ownership

• Comprehensive incident reviews for organizational learning

• Scaling digital safety systems and Al-enabled monitoring

• Deeper family and stakeholder engagement

• Sharper governance through leadership safety walks, audits, and dialogues

• Continued enhancement of safety capability across Cement, RMX, Projects, and Non-Manufacturing functions

Nuvocos safety journey continues to be guided by the belief that safety is a shared responsibility and a key driver of operational excellence. Supported by robust systems, engaged leadership, and a unified safety-first culture, the Company remains steadfast in advancing toward its ultimate goal of a zero-harm workplace.

HUMAN RESOURCES

At Nuvoco, our people remain the driving force behind our growth journey and long-term success. As we continue to scale our business and strengthen our market position, our focus remains on building a resilient, future-ready organisation powered by capable leaders, engaged employees, and a strong culture rooted in our values.

Guided by our Employee Value Proposition (EVP), Enabling You to be Future-Ready, we continued to invest in leadership development, capability-building, employee wellbeing, talent management, diversity and workplace culture. Through our four EVP pillars—Leadership, Learning, Career and Care—we are creating an environment where employees are empowered to grow, perform and contribute meaningfully to the organisations success.

Our commitment to creatingan exceptional workplace continued to receive external recognition during the year. Nuvoco was recognised as the Best Organisation to Work - Manufacturing 2025 by ET Now and was also certified as a Great Place to Work®, reflecting the trust, pride and confidence our employees place in the organisation.

Building Future-Ready Talent and Leadership

Developing talent and strengthening leadership capability remained a key strategic priority during FY 2025-26. Through Nuvoco University, we continued to expand our learning ecosystem, enabling employees to build technical, functional, behavioural and leadership capabilities aligned with the Companys evolving business requirements.

Our academies across Manufacturing, Sales, Finance, Procurement, and H R continued to strengthen expertise through the 3E framework—Education, Exposure and Experience. We further enriched learning through certification programmes, technical competency-building initiatives, mentorship opportunities and experiential learning interventions. Leadership development remained a cornerstone of our people strategy. Programmes such as the General Management Programme (GMP) with ISB, Advanced Leadership Programme (ALP) with Flarvard Business Publishing, Emerging Leaders Programme (ELP), and the NextGen Manager Programme (NGMP) continued to strengthen leadership effectiveness and prepare employees for future responsibilities.

A notable initiative during the year was the launch of NuVikings, a unique leadership development programme for high-potential manufacturing talent designed to build future Fleads of Departments through experiential learning, simulations, and real-world problem-solving interventions. The programme reflects our commitment to developing strong internal leadership pipelines and future-ready manufacturing leaders.

Strengthening Talent Management and Career Growth

We continued to strengthen our talent management framework through a more structured and scientific approach to identifying, developing and retaining talent. During the year, more than 2,800 employees underwent virtual assessment centres and psychometric evaluations, enabling objective talent mapping, succession planning and focused development interventions.

Career development remained an important focus area. Through Internal Job Postings (IJP), Talent Day discussions, Individual Development Plans (IDPs) and structured Know Your Employee (KYE) conversations, we continued to create greater visibility, mobility and career growth opportunities across the organisation.

Our future talent pipeline was further strengthened through the NextGen campus hiring programme, apprenticeship initiatives and strategic lateral hiring across functions. Focused retention interventions, particularly within the sales function contributed to a significant reduction in attrition levels during the year.

Fostering a Culture of Learning and Digital Enablement

Continuous learning remains central to our future-readiness agenda. During FY 2025-26, Linkedln Learning adoption across the organisation reached nearly 100%, reflecting strong employee commitment towards self-driven learning and continuous development. Employees completed an average of approximately 26 learning hours during the year, including nearly 9 hours of digital learning.

We also continued to expand our digital learning ecosystem through NEST, Linkedln Learning, NPTELand Al-enabled learning interventions, creating more personalised, immersive and role- based learning experiences. The integration of Al-powered coaching, simulations and learning pathways represents an important step in preparing our workforce for the future of work.

Employee Wellbeing and Safety

At Nuvoco, Safety remains a core value and an integral part of our culture. We continued to strengthen our Zero Harm philosophy through focused safety interventions, awareness programmes and capability-building initiatives across locations.

Employee wellbeing remained a key priority. Through our Health Passport programme, preventive healthcare initiatives, Employee Assistance Programmes (EAP), HappiMynd wellness interventions and access to medical support systems, we continued to promote physical, emotional and mental wellbeing across the workforce. We also strengthened family-centric support through medical coverage, paternity benefits, creche support, and enhanced employee-friendly policies.

Building an Inclusive and Engaged Workplace

Creating an inclusive, respectful and high-trust workplace remains fundamental to our people philosophy. During the year, we continued to strengthen diversity through focused hiring efforts, particularly within trainee programmes, where women accounted for nearly 30% of hires. We also implemented initiatives to improve workplace readiness, infrastructure and support systems for women employees across locations. Employee engagement remained strong throughout the year. Our employee engagement survey conducted in partnership with Great Place to Work® recorded an overall score of approximately 84%, reflecting a high level of employee confidence and trust in the organisation. Regular pulse surveys, leadership interactions, recognition programmes and employee listening mechanisms continued to strengthen engagement and organisational connectedness.

Programmes such as Nuvoco Edge Awards, NuSmiles, Sultan of Sales, Shabaash, Shershaah and Saarthak continued to celebrate excellence, recognise contributions and reinforce a culture of appreciation across the organisation.

Industrial Relations

Nuvoco continued to maintain harmonious industrial relations across its manufacturing locations during FY 2025-26. The collaborative relationship between employees, workmen representatives, and management remained a key enabler in driving operational excellence, productivity, safety, and business continuity.

Through continuous dialogue, transparent communication, and a shared commitment towards organisational goals, employees and unions actively partnered in supporting operational performance and workplace initiatives. The sustained culture of mutual trust and cooperation contributed to maintaining a stable industrial relations environment across locations.

Occupational Health, Safety and Wellbeing

Our commitment to the Zero Harm culture extends beyond compliance and is embedded into every aspect of our operations, decision-making processes, and employee behaviours.

During the year, we continued to strengthen our safety management systems through focused interventions across manufacturing plants, Ready-Mix Concrete operations, project sites, and corporate offices. Key initiatives included Behaviour- Based Safety (BBS) programmes, risk assessments, safety observations, emergency preparedness drills, leadership safety engagements, and targeted awareness campaigns aimed at strengthening proactive risk management.

Recognising the importance of employee wellbeing, we continued to integrate safety with health and wellness initiatives through preventive healthcare programmes, Health Passport assessments, Employee Assistance Programmes (EAP), and focused wellbeing interventions. Safety awareness programmes were also extended to channel partners, contractors, and communities, reinforcing our belief that safety is a shared responsibility.

Leadership involvement remained central to our safety journey through structured reviews, workplace engagements, safety observations, and continuous reinforcement of safe behaviours. Going forward, we remain committed to strengthening our Zero Harm culture through enhanced employee participation, capability-building, technology-enabled safety interventions, and continuous learning from near misses and incidents.

Vigil Mechanism and Whistleblower Framework

Nuvoco remains committed to conducting business with the highest standards of integrity, transparency, and ethical conduct. The Companys Vigil Mechanism and Whistleblower Policy provides employees, directors, business partners, and other stakeholders with a secure and confidential platform to report concerns relating to unethical behaviour, misconduct, fraud, or violations of applicable laws and Company policies.

The framework promotes a culture of openness, accountability, and responsible conduct while ensuring adequate safeguards against retaliation or victimisation. All concerns reported through the mechanism are reviewed through a structured governance process, with appropriate action taken wherever necessary. The Company continues to reinforce awareness and trust in the mechanism as an important pillar of its governance framework.

Prevention of Sexual Harassment (POSH)

Nuvoco is committed to providing a workplace that is safe, inclusive, respectful, and free from all forms of harassment and discrimination. The Company maintains a zero-tolerance approach towards sexual harassment and has established robust policies and processes in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Awareness programmes, training sessions, and digital learning interventions continued to be conducted across locations to reinforce understanding of workplace conduct, mutual respect, and reporting mechanisms. Internal Committees have been constituted at relevant locations to address complaints in a fair, impartial, and confidential manner.

Through continuous sensitisation and employee awareness initiatives, we remain focused on fostering a workplace culture where every employee feels safe, respected, and empowered to perform at their best.

INFORMATION TECHNOLOGY

Technology, backed by disciplined execution and clear business intent, continues to strengthen operational agility and enterprise-wide performance. At Nuvoco, our digital journey is anchored in Project DEN (Digitally Enabled Nuvoco), our strategic agenda to embed intelligence, connectivity, and automation across the enterprise. FY 2025-26 marked the successful completion of Project DEN, a significant milestone in Nuvocos evolution into a digitally integrated enterprise. The programme has established a unified digital foundation that connects processes, data, and operations, enhancing visibility, governance, and execution across the organisation.

Key outcomes of Project DEN

• Unified SAP S/4HANA 2023 digital core

• Enterprise-wide process standardisation and integration

• Improved real-time visibility and operational control

• Stronger data integrity and decision-making capabilities

From Transformation to Value Realisation

With the digital foundation now stabilised, our focus is shifting from transformation to value realisation. The next phase is centred on driving adoption, embedding data-driven decision-making, and maximising returns from technology investments.

FY 2026-27 Strategic Focus

• Driving enterprise-wide adoption of digital platforms

• Sweating technology investments for full value realisation

• Embedding data-driven decision-making across functions

• Scaling Al, analytics, and automation-led initiatives

Enabling Integrated and Intelligent Operations

During the year, we strengthened integration across planning, manufacturing, logistics, procurement, and commercial functions, creating a more connected and responsive operating environment with the successful consolidation into a unified SAP S/4HANA platform and the deployment of SAP Integrated Business Planning (IBP) for stronger supply chain agility. The Company launched the vendor portal - ARIBA.

Operational Digitisation & SAP Integration

• Successful consolidation into a unified SAP S/4HANA platform

• Deployment of SAP Integrated Business Planning (IBP) for stronger supply chain agility

• Enhanced integration across production, logistics, and commercial systems

• Implementation of Customer, Transporter, and ARIBA Vendor Portals

We also expanded the application of Al, analytics, and automation to improve operational effectiveness and support faster decision-making.

Al, Automation & Intelligent Operations

• Al-enabled business analytics dashboards on Power Bl

• Predictive maintenance and process optimisation initiatives

• In-house Al Agent integrated with a knowledge management database for SAP support, queries, and general Q&A

• Initial rollout of Robotic Process Automation (RPA) across transactional processes

Digital Backbone & Cyber Resilience

A resilient and secure digital backbone remains critical to sustaining business performance. During the year, we continued investing in infrastructure modernisation and cybersecurity capabilities to strengthen business continuity, workforce productivity, and enterprise resilience. The Company has completed the deployment of SD-WAN (Software-Defined Wide Area Network) across plants and offices for enhanced network performance and seamless failover.

Robust Digital Infrastructure & Scalability

• Deployment of SD-WAN across plants and offices for enhanced network performance and seamless failover

• Cloud backup and disaster recovery frameworks improving business continuity

• Modernisation of end-user computing infrastructure enhancing workforce productivity

These initiatives have created a scalable and future-ready technology foundation capable of supporting advanced digital workloads and growth ambitions.

Cyber Security Transformation - Cyber Shield Nuvoco has adopted a multi-layered approach to cybersecurity encompassing Identity Security, Network Security, Endpoint Protection, Application Security, Data Protection, Security Monitoring, and Disaster Recovery. The framework is designed to safeguard critical business assets while enabling secure and agile operations across the enterprise.

Security Capabilities Deployed

• Deployment of Next-Generation Security Information and Event Management (SIEM) capabilities enabling centralized threat monitoring, correlation, and enterprise-wide security visibility.

• Strengthening of security operations through continuous monitoring, proactive threat detection, and enhanced incident response capabilities.

• Enhancement of Identity and Privileged Access Management controls to secure critical systems and sensitive enterprise information.

• Expansion of Zero Trust security principles to strengthen access governance and reduce cyber risk exposure.

• Implementation of advanced security controls across endpoints, networks, applications, email systems, and remote access environments.

• Strengthening of Backup, Recovery, and Disaster Recovery capabilities to improve business continuity and organizational resilience.

• Conducting half-yearly Vulnerability Assessment and Penetration Testing (VAPT) across critical IT and digital assets to identify and mitigate potential security risks.

• Achievement of 100% remediation and closure of identified VAPT observations within defined timelines.

• Improved enterprise-wide cyber visibility, audit readiness, compliance posture, and governance maturity.

People, Platforms & Digital Capability

Technology transformation is sustained through people and adoption. During the year, we strengthened digital capability through enhancements to the NEST platform, focused upskilling in Al, analytics, and digital tools, and role-based learning programmes supporting enterprise-wide adoption of digital systems.

Looking Ahead

Having established a strong digital foundation through Project DEN, we are now focused on accelerating adoption, scaling intelligence, and unlocking greater value from our technology investments. Our priorities include expanding Al, automation, and analytics use cases, strengthening cyber resilience, and fostering a more data-driven enterprise culture.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act and Rules framed thereunder, is annexed as Annexure 5 to this Boards Report.

ENVIRONMENT AND SUSTAINABILITY

At Nuvoco, sustainability continues to be a cornerstone of Companys values and operations. Through the Digitalisation, Innovation and Renewable Energy program (DIRE), the Company remains committed to creating a safer, smarter, and sustainable world. Nuvocos sustainability approach is anchored around four key pillars:

1. Decarbonisation;

2. Water Stewardship;

3. Circular Economy;

4. Biodiversity

For FY 2025-26, the Companys efforts have been guided by a structured and focused approach, integrating technology, innovation, and cross-functional initiatives to drive measurable progress across all priority areas.

Decarbonisation

Nuvoco has taken decisive steps to lower our emissions intensity by strengthening circular economy practices, enhancing energy efficiency, and increasing the use of alternative fuels and raw materials.

Few key initiatives below:

• Digitalisation and advanced analytics, including Al-enabled dashboards, are being leveraged to optimize kiln performance, fuel mix, and waste heat recovery, improving Thermal Substitution Rates (TSR). This is supported by structured partnerships with municipalities, authorized waste processors, and logistics providers to strengthen AFR supply chains and address plastic waste obligations.

• Targeted investments in pre-processing infrastructure and kiln upgrades ensure efficient AFR utilization while maintaining clinker quality. Additionally, the Companys R&D arm, CDIC, plays a crucial role in testing alternate raw materials and developing optimized formulations.

These efforts are aligned with national and global frameworks, including NITI Aayogs cement decarbonisation roadmap, GCCA India Roadmap (2025), and CPCB co-processing guidelines.

The Cement-to-Clinker ratio for FY 2025-26 stood at 1.72x, supporting sustainability efforts by reducing clinker content in final products.

Key outcomes:

• Scope 1 emission intensity at 462.5 kg C0 2 per tonne of cementitious material.

• Reduction in RMX concrete emission intensity from 2.10 kg C0 2 to 2.05 kg C0 2 per cubic meter.

Water Stewardship

Recognising the importance of water as a shared resource, Nuvoco has strengthened its conservation initiatives across operations and communities.

Closed-loop systems, digital monitoring, and structured frameworks such as Plan-Do-Check-Act (PDCA) have enhanced water use efficiency and awareness. The Company has also increased recharge points within plant premises, improving groundwater replenishment.

Key outcomes:

• Water savings of 47,726 KL over the previous year.

• Achieved 12.6% water recycling.

• Water positivity improved to 2.04 x.

• Process water intensity reduced by -4.3%, from 46.1 litres/ tonne to 44.1 litres/tonne.

• Recycle water consumption increased by 73% from 11.24 L/ Cum to 19.43 L/Cum in RMX operations.

Circular Economy

Nuvoco continues to advance resource efficiency and waste reduction through circular economy practices.

The Company has strengthened its use of alternative fuels and raw materials while meeting and surpassing its Extended Producer Responsibility (EPR) obligations.

Circular economy practices across raw materials, energy, and waste continue to be a key lever, reducing reliance on virgin

inputs and improving efficiency. The Company has significantly increased the intake of refined Refuse-Derived Fuel (RDF), successfully co processing more than 88,600 Metric Tons within operations.

Key outcomes:

• 2,67,263 MT alternative fuel utilized for replacing fossil fuel, 34% increase in AFR usage at Chittor Cement Plant and 36% increase at Nimbol Cement Plant.

• Expansion of alternative raw material utilization across RMX plants from 16 to 27.

• Cumulative processing of 120 KT of alternative raw materials including crushed rock fines and construction and demolition waste.

• Co processing implemented across all integrated cement plants and grinding unit furnaces.

• Increased use of alternative gypsum sources including FGD, chemical, synthetic, and marine gypsum.

These efforts reinforce our commitment to minimising environmental impact while optimising resource utilization.

Biodiversity

The Company continues to protect and restore ecosystems around our facilities through focused biodiversity initiatives which support environmental resilience and enhance community well-being.

Key outcomes:

• Plantation of 1.2 lakh trees in and around operational areas. Recognition

The Companys sustainability journey has been recognized through prestigious awards, underscoring the leadership in environmental stewardship:

• Arasmeta Mines: Achieved nine awards at the IBM Mine Environment & Mineral Conservation Week, Raipur. Won the Best Stall Award at the Pragatishil Chhattisgarh exhibition.

• Chittor Cement Plant (CCP): Recognized as a National Energy Leader by CM after three consecutive years of excellence, Diamond Award at 15 th IconSWM, Dehradun for achieving the highest average TSR (Thermal Substitution Rate) over five years and Rajasthan Energy Conservation Award (RECA) 2025 - Recognition Award for Energy Conservation.

• Mejia Cement Plant (MCP): Awarded Energy Efficient Unit at the 26 th CM National.

• Award for Excellence in Energy Management 2025.

• Sonadih Limestone Mines: Won Overall 1 st Prize (B Category) at MEMC Week 2025-26.

• Panagarh Cement Plant: Reveived award for Excellent Energy Efficient Unit and National Energy Leader.

This performance and the sustained efforts reflect Nuvocos unwavering commitment to sustainability. By reducing carbon footprint, conserving water, advancing circular economy practices, and promoting biodiversity, the Company is building a future that is not only smarter and safer but also greener. The Company remains dedicated to creating long-term value for the stakeholders while safeguarding the planet.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment at workplace and has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 (POSH Act). As per the requirements of POSH Act and Rules framed thereunder, the Company has formed Internal Complaints Committee (ICC) to redress and resolve any complaint pertaining to sexual harassment at the workplace.

During the year under review, the ICC received 1 (one) complaint under POSH and was investigated and resolved.

The Company has submitted its annual report on the cases of sexual harassment at workplace pursuant to Section 21 of the POSH Act and Rules framed thereunder.

42 (Forty Two) Training/Awareness programs were conducted for educating and creating awareness about the sensitivity for ensuring safe and secure workplace.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

The Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols.

The Policy is designed to support the health, well-being, and work-life balance of women employees during and after pregnancy.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act and Rules framed thereunder, the Annual Return as on March 31, 2026 is available on the Companys website at .

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act, the Board, to the best of their knowledge and ability, confirms that -

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and that there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2026 and of the profit for the financial year ended March 31, 2026;

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

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report disclosing initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Integrated Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meeting of the Board of Directors and General Meetings respectively issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

• There has been no change in the nature of business of the Company which impacted the financial position during the year under review;

• The Managing Director has not received any remuneration or commission from any other subsidiaries;

• There was no revision in the Financial Statements;

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable;

• The Company has not accepted any deposits from the public falling within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed thereunder;

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its Directors or employees;

• There are no shares lying in the demat suspense account or unclaimed suspense account;

• No application has been made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to time.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors appreciate the hard work, dedication and commitment of all its employees of the Company.

The Directors extend their sincere gratitude to the shareholders, government and regulatory authorities, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal counsels, consultants, debenture holders, debenture trustee, customers, vendors, business partners, suppliers, distributors, communities in the neighbourhood of the Companys operations and other stakeholders for their continuous support and the confidence they have placed in the management.

	For and on behalf of the Board of Directors
	Hiren Patel
Place: Mumbai	Chairman
Date: July 13,2026	DIN: 00145149