REVIEW OF PERFORMANCE DRY CELL BATTERIES:

Your company managed a 3% value growth backed by price increases & change in product mix. The input costs have been on a higher side all through the year which had an impact on margins. It has been observed that consumption in urban markets is moving up due to our product expansion of Alkaline range and usage of multiple gadgets. At the same time, rural is also showing a strong revival due to improved macroeconomic conditions, Nippo's improved availability through Route to Market strategy. Your company has worked out focused plans to strengthen distribution and increase household penetration through strong brand equity to grow faster in our core.

NON- BATTERY CATEGORIES:

Technology shift in the flashlightcategory from battery operated torches to rechargeable torches is happening at a rapid pace. The rechargeable segment is currently dominated by unbranded players due to cheap

Chinese imports. Keeping in mind the growing RC Torch market and its future potential, your company has planned to increase distribution of range of new rechargeable torches at various consumer price points to solidify the portfolio in this segment.

Your company had a volume growth in LED category in spite of Industry decline. However, the pricing challenges led to drop in the topline value and revenue degrowth. Your company will continue to leverage its traditional trade distribution, launch premium LED range, new category segments like BLDC ceiling fans and expand distribution into electrical channel to grow aggressively in the LED category.

Channel expansion in Institutional and Digital business has led to a 16% growth and all company activations are routed to sustain profitable growth in coming years.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report except that the Scheme of Amalgamation between the company and its wholly owned subsidiary, Helios Strategic Systems Limited has been approved by NCLT, Chennai Bench vide its order dated March

10 2026 and the amalgamation became effective from April 2, 2026 (i.e. FY 2026-27), being the date on which ROC has approved the NCLT order.

DIVIDEND:

Your Directors recommends a dividend of Rs.3.75 per share (75% on the face value of Rs.5/- each) for the year 2025-26. This Dividend, if approved, will be paid to the Shareholders whose names appear on the Register of Members as on 21^st September,

2026. The Company intends to pay the dividend on or before 13^th October, 2026. The above dividend declared by the Company is in accordance with dividend distribution policy of the Company.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI

Listing Regulations], the Board of Directors of the Company had formulated a Dividend Distribution Policy ('the Policy'). The Policy is available on the Company's website https://admin.nippo.in/uploads/Dividend_ Distribution_Policy_4979eff030_865e23ae9a.pdf

TRANSFER TO RESERVES:

During the year under review, your Company has not transferred any amount to General Reserves.

SHARE CAPITAL:

During the year under review, the Company has neither issued any shares with differential voting rights nor issued sweat equity shares. Further, the Company did not grant any stock options during the year under review.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public.

CREDIT RATING:

During the Financial Year 2025-26 the Company hasn't obtained any credit rating for the credit facilities availed during the year 2025-26.

SUBSIDIARIES, CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the consolidated financial statements pursuant to section 129(3) of the Companies Act 2013 and SEBI (LODR) Regulations 2015. The consolidated financial statements have been prepared by the Company in accordance with the Accounting Standards prescribed by the ICAI in this regard. The Audited Consolidated Financial Statements together with the Auditor's Report form part of the Annual Report. The Auditor's Report does not contain any qualification, reservation or adverse remarks.

Your Company's subsidiary, M/s. Nippo Green Energy Private Ltd., registered a Nil turnover for the year 2025-26 and 2024-25.

During the Financial year under review, M/s. Medcuore Medical Solutions Private Limited (MMSPL) has become subsidiary of the Company w.e.f. 22nd January 2026, MMSPL, registered a turnover for the year 2025-26 amounts to Rs.145.60 Lakhs as against Rs. 35.41 lakhs in the previous year 2024-25. Total comprehensive income for the year amounts to (76.96)

Lakhs as against Rs. (37.03) Lakhs in the previous year. Subsequent to the closure of the financial year, the

Company's subsidiary, Helios Strategic Systems

Limited, was amalgamated with the Company and ceased to exist as a separate legal entity with effect from 2^nd April, 2026.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries,

Associates and Joint Ventures in Form AOC-1 is attached to the financial statements of the company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the company consolidated financial statements along with relevant documents and separate audited financial statements in respect of the subsidiaries are available on the website of the company.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR)

Regulations 2015 is presented in a separate section forming part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) b) they have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year ended on that date; c) they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a 'going concern' basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with Auditors' Certificateon its compliance is attached as Annexure - "B" to this report.

RELATED PARTY TRANSACTIONS:

As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, your Company has formulated a Policy on Related Party Transactions which is also available on Company's website at www.nippo.in The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions.

All Related Party Transactions are placed before the Audit Committee as well as the Board for review and approval. The Audit Committee also reviews the Related Party Transactions entered into pursuant to omnibus approvals on a periodic basis.

During the financial year under review, all transactions entered into with related parties were in the ordinary course of business and on an arm's length basis, as applicable. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as required under Section

134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are disclosed in Form AOC-2 annexed to this Report as

Annexure "C".

The Company has also complied with the applicable provisions relating to Related Party Transactions under

Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Board has laid out the Company's policy on corporate social responsibility (CSR), and the CSR activities of the Company are carried out as per the instructions of the committee. The Committee also monitors the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. During the year, the Company had spent 2% of its average net profits for the three immediately preceding financial years on

CSR activities.

The Composition of CSR committee comprises of following directors:

The financial data / Annual Report pertaining to the Company's CSR activities for the financial year

2025-26 is presented in the prescribed format in

Annexure-"D" to the Board Report.

The CSR Policy is available on our website www.nippo.in

RISK MANAGEMENT:

The Board has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in overseeing that all the risks that the organization faces such as strategic, financial, credit, market, legal, reputational and other risks have been identified assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company regularly updates to committee on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

DIRECTORS:

In accordance with the Articles of Association of the Company Ms. Suneeta Reddy will retire by rotation at this ensuing Annual General Meeting. she being eligible, offer herself for re-appointment.

In the opinion of the Board, Mr. Murali Subramaniam,

Mr. Kiran Joseph and Ms. S. Deepa, Independent Directors of the Company, possess integrity, expertise and experience (including the proficiency). During the year under review, Mr. Sankara Reddy has resigned from his directorship in the Board of the Company with effect from 6^th June, 2025 and Ms. Suneetha Reddy has been appointed as a director of the Company with effect from 6th June, 2025. Mr.B L N Prasad was appointed as an Additional Director with effect from 12th August, 2025 and was regularized in the Annual General Meeting held on

26^th September, 2025.

KEY MANAGERIAL PERSONNEL (KMP):

Pursuant to the provisions of Section 203 of the

Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. P. Dwaraknath Reddy, Managing Director, Mr. P. Aditya Reddy, Joint Managing Director, Mr. Pavan Kumar BVS, Chief Executive Officer and Mr. J. Srinivasan G.M - Finance & Company Secretary. During the year, Mr.C R Sivaramakrishnan, Chief Financial Officer of the Company has retired from the services of the Company with effect from 31^st December, 2025 and appointed Mr.S R Aravind Kumar as Chief Financial Officer & Key Managerial Personnel of the Company with effect from 14 th

January 2026.

RELATIONSHIP BETWEEN DIRECTORS INTER-SE:

The details of inter-se relationship between Directors are given in the Corporate Governance Report.

Information about all the Directors proposed to be re-appointed is furnished in the Explanatory

Statement under Section 102 of the Companies

Act, 2013 under the heading "Information about the Directors proposed to be re-appointed" attached to the Notice of the ensuing Annual General Meeting for your consideration.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (LODR)

Regulations 2015.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS:

As per Companies Act, 2013 and SEBI (LODR)

Regulations 2015 mandates that the Board shall monitor and review the Board evaluation framework and a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s).

TRAINING OF INDEPENDENT DIRECTORS:

To familiarize the strategy, operations and functions of our Company, the executive directors make presentations/ orientation programme to non - executive independent directors about the company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, production facilities and quality and risk management. The appointment letters of Independent Directors has been placed on the Company's website at www.nippo.in.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met during the year on 4th February, 2026 to review the performance of non- Independent Directors and the Board as a whole, review the performance of the

Chairperson of the Company and had accessed the quality, quantity and timeliness of flow of between the company management and the Board.

MEETINGS OF THE BOARD:

Nine meetings of the Board of directors were held during the year. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE: year 2026-26 are given in the The Composition of Audit Committee is as follows: Ms. Deepa Seshadri- Chairperson Mr. Kiran Joseph- Member

Mr. Murali Subramaniam- Member

PERSONNEL:

Your Directors wish to place on record their appreciation for the dedication and hard work put in by the their eligibility under Section employees at all levels for the overall growth of your Company. Relations with the employees at Factory, Head office / Depots and other Branches were cordial during the year.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the information required in respect of employees of the Company is appended in Annexure-F to this report. As per section

136(1) of the Companies Act, 2013 the report and accounts are being sent to the members and others entitled thereto. Any member interested in inspecting or obtaining copy of the statement of particulars of employees being forms part of the Report may contact the Company Secretary at Registered Office during working hours and any member interested in obtaining such information may write to the company secretary and the same will be furnished on request.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

The Company's policy on directors' appointment and remuneration and other matters provided in

Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board's Report. The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

The particulars of loans, guarantees and investments under section 186 of the Act read with the Companies (Meetings of Board and its powers) Rules, 2014 for notes to thefinancial the financial statements.

STATUTORY AUDITORS:

M/s. G. Balu Associates (Firm Registration No.

000376S) have been re-appointed as the Statutory

Auditors of the Company for a period of 5 years, to hold office from the conclusion of 49^th Annual General Meeting till the conclusion 54^th Annual General Meeting of the Company. Further the auditors have confirmed of the

Companies Act, 2013 and the rules made there under.

The Auditor's Report along with Notes to Accounts is self-explanatory and therefore does not call for any further explanations/comments. The Auditor's Report does not contain any qualifications, or adverse remarks. Pursuant to provisions of section 143 (12) of the Companies Act, 2013, the Statutory

Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

COST AUDITOR AND COST RECORDS:

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014 the Company has appointed M/s. B. Thulasiram & Co. Cost Accountant, Chennai (Firm Registration No.003539) as the Cost Auditor of the Company for conducting the audit of cost records of the Company for the financial year ending 31^st March 2027 subject to ratification of remuneration payable to him by the members of the Company at the ensuing Annual

General Meeting of the Company. The Company hereby confirms that Cost Accounts and Records has been maintained as specified by the Central Government under section 148(1) of the Companies

Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

The Cost Auditors' Report of FY 2024-25 did not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Cost Auditors to the Company under sub-section

(12) of Section 143 of the Act.

SECRETARIAL AUDITOR:

As required under Section 204 of the Companies Act,

2013 and Rules thereunder the Board has appointed

M Damodaran & Associates LLP, Practicing Company

Secretaries as Secretarial Auditor of the company to conduct Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as Annexure - "E" to this Report. The Secretarial Audit Report's does not contain any qualification, reservation or adverse remark.

M/s. M. Damodaran & Associates LLP, Practicing Company Secretaries were appointed as secretarial auditors of the Company at the Annual General meeting held on 26^th September 2025 for a period of five years from the FY 2025-26 to 2029-30.

REPORTING OF FRAUD BY AUDITORS:

During the year under review, neither the Statutory

Auditors nor the Secretarial Auditor/Cost Auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

WHISTLE BLOWER POLICY/VIGIL MECHANISIM:

The Company has adopted a whistle blower policy

/Vigil mechanism that cover directors and employees of the Company to bring to the attention of the management any issues which is to be in violation or in conflict with the fundamental business principles of the Company. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express those concerns without fear of punishment or unfair treatment.

No one may take any adverse action against any employee for complaining about, reporting, or participating or assisting in the investigation of, a reasonably suspected violation of any law, this Policy, or the Company's Code of Conduct and Ethics.

All the employees have been given access to the Audit

Committee. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

The Whistle Blower Policy is available on the website of the Company www.nippo.in

INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded.

The Company has an established Internal Financial Control to cover internal controls over financial reporting and operating controls etc., The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC:

Your Company has always been in the forefront of energy conservation. Several measures to conserve energy and to reduce the costs associated with it have been taken. The details regarding conservation of energy, foreign exchange, technology absorption including R & D efforts as required under Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure "A" to this Report. The Company has an in-house Research Development Department, where the main areas of focus are Energy Conservation, Process upgradation and Environment Preservation. The Ministry of Science and Technology, Department of Scientific and Industrial Research, Government of India has recognized in-house R&D facilities of the Company.

EXTRACT OF ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website: www.nippo.in weblink : https://admin.nippo.in/uploads/DRAFT_ANNUAL_ RETURN_2025_26_728f6f9c37.pdf

STATEMENT PURSUANT TO SEBI (LODR) REGULATIONS 2015:

The Company's Securities are listed with Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company has paid the Annual Listing fees to all the Stock Exchanges.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company during the year except cartelization of Zinc carbon dry cell battery case pending before Hon. National Company Law Appellate Tribunal, New Delhi. (NCLAT) Further, the Hon'ble National Company Law Tribunal, Chennai Bench, vide its Order dated 10th March, 2026, approved the Scheme of Amalgamation between the Company and its wholly owned subsidiary, Helios Strategic Systems Limited, pursuant to Sections 230 to 232 of the Companies Act, 2013. The Scheme became effective from 2nd April, 2026, upon filing of the certified copy of the Order with the Registrar of

Companies. Consequently, Helios Strategic Systems Limited stands amalgamated with the Company in accordance with the terms of the approved Scheme.

COMPOSITE SCHEME OF AMALGAMATION:

The Board of Directors in its meeting held on October 25, 2024 approved a Composite Scheme of Amalgamation ("Scheme of Amalgamation"), inter-alia, involving amalgamation of Helios Strategic Systems Limited, wholly owned subsidiary of the Company with the Company, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Act"). The Members of the Company in its meeting held on June 21, 2025 approved the Scheme of Amalgamation with requisite majority. The Hon'ble National Company Law Tribunal, Special

Bench - II, Chennai vide its Order dated 10th March, 2026 sanctioned the Scheme of Amalgamation. The Appointed Date of the Scheme of Amalgamation is April 01, 2024. The effective date of the scheme is April 2, 2026.

DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has in place an anti-sexual Harassment Policy as required under prevention of Sexual Harassment of Woman at workplace (Prohibition, Prevention and Redressal) Act 2013 and constituted an Internal Complaints Committee (ICC).Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(a) number of complaints of sexual harassment received in the year; Nil (b) number of complaints disposed off during the year; Nil and (c) number of cases pending for more than ninety days. Nil

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

As per Section 124(6) of the Companies Act, 2013 read with the IEPF Rules as amended, all the shares in respect of which dividend has remained unpaid/ unclaimed for seven consecutive years or more have been transferred to IEPF Account.

MATERNITY BENEFIT ACT, 1961:

The Company is committed to upholding the rights and welfare of its employees and has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder.

GENERAL:

During the year under review

ACKNOWLEDGEMENT:

Your Directors thank the Central and State Governments and the Banks for their continued help and support. Your Directors also thank the Authorised Wholesale Dealers, Distributors and Retailers for their excellent support under difficult conditions and the Consumers for their continued patronage of your Company's products. Your Directors are especially thankful to the esteemed Shareholders for their continued