REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS FOR THE YEAR ENDED MARCH 31, 2026

Dear Members,

The Board of Directors present the Company's 40 th Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2026.

Financial Performance:

The Company's financial performance (standalone) for the financial year ended March 31, 2026 as compared to the previous financial year, is summarised below:

(Rs. in Lakhs)

YEAR IN RETROSPECT

On a consolidated basis, the revenue from operations for FY 2025-26, stood at Rs. 3,77,805.78 Lakhs registering a growth of approximately 14.05 % as compared to the previous year (Rs. 3,31,274.06 Lakhs in FY 2024-25). The consolidated EBITDA to Rs. 33,783.69 Lakhs for FY 2025-26, which was approximately 11.99 % than that of the previous year (Rs. 30,167.88 Lakhs in FY 2024-25).

On a standalone basis, revenue from operations for FY 2025-26 stood at Rs. 3,68,638.86 Lakhs, registering a growth of 13.80 % as compared to the previous year (Rs. 3,23,931.79 Lakhs in FY 2024-25). The standalone EBITDA is Rs. 32,023.06 Lakhs for FY 2025-26 which was 13.98% than that of the previous year (Rs. 28,095.11 Lakhs in FY 2024-25). The Profit After Tax for the year stood at Rs. 10,512.94 Lakhs against Rs. 9,127.08 Lakhs in the previous Financial Year. The segment wise performance of the Company is detailed under the section Management Discussion and Analysis Report which forms part of this Annual Report.

The Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual financial statements. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates all recently issued or revised accounting standards on an ongoing basis.

NATURE OF BUSINESS AND ANY CHANGES THEREIN

The Company is in the business of manufacturing and selling of material handling, moulded furniture products, metal racking and storage, rigid packaging, bubbleguard for packaging and protection, factory made wood furniture, metal

furniture for education, healthcare and other institution, sofa manufacturing, office seating solutions, mattress and foam for consumer and industrial purpose etc. Further, the Company is also into the retail business for furniture and household items.

During the financial year under review, there has been no change in the nature of the business of the Company. DIVIDEND

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('Listing Regulations'), and Section 123 of the Companies Act, 2013 ('the Act'), the Board of Directors has adopted a Dividend Distribution Policy which outlines a transparent and balanced approach to reward shareholders while supporting the Company's long-term growth and financial sustainability. The Dividend Distribution Policy is available on the Company's website at: https://nilkamal.com/wp-content/uploads/2019/11/ Dividend-Distribution-Policy Nilkamal-Limited.pdf

In line with the said Policy and based on the Company's performance for the financial year 2025-26, the Board has recommended a Final Dividend of Rs. 20 (200%) per equity share of Rs.10 each. Subject to approval of the members at the 40 th Annual General Meeting, the dividend will be paid to members whose names appear in the Register of Members as on July 10, 2026, after deduction of tax at source, as applicable.

The total dividend payout shall be Rs. 2,984.51 lakhs and will be paid out of the profits of the year, reflecting the Company's commitment to prudent capital allocation and sound corporate governance practices. The dividend will be paid out of the profits for the year.

TRANSFER TO RESERVES

The Board of Directors of your Company does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2025-26, after all appropriations and adjustments was Rs.1,45,133.41 lakhs.

SUBSIDIARIES AND JOINT VENTURES

As on March 31, 2026, your Company has three direct subsidiaries viz, Nilkamal Foundation in India, Nilkamal Eswaran Plastics Private Limited (NEPPL) in Sri Lanka and Nilkamal Crates and Bins - FZE (NCB - FZE) in UAE and one step-down subsidiary viz, Nilkamal Eswaran Marketing Private Limited (NEMPL) in Sri Lanka; and one Joint Venture Company which is Cambro Nilkamal Private Limited (CNPL) in India. During the year under review, the Company's subsidiaries as well as Joint Venture Company has exhibited a satisfactory performance.

In terms of proviso to Sub-section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries are set out in the prescribed Form AOC-1, which forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.nilkamal. com . Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.nilkamal.com .

MATERIAL SUBSIDIARY

The Board of Directors of the Company had adopted a Policy for determining material subsidiary company in line with the Listing Regulations. The Policy is uploaded on the Company's website at https://nilkamal.com/wp-content/ uploads/2019/01/Policy-On-Determining-Material-Subsidiary-2.pdf . Presently there is no material subsidiary company.

SHARE CAPITAL

As on March 31, 2026, the Authorised Share Capital of the Company is at Rs. 3,000 lakhs comprising of 2,70,00,000 equity shares of face value Rs. 10 each and 30,00,000 preference shares of face value Rs. 10 each. Whereas, the Issued, Subscribed and Paid-up share capital of the Company is Rs. 1,492.25 lakhs comprising of 1,49,22,525 Equity Shares of face value of Rs. 10 each. The Company's shares are listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"). There was no change in the Share Capital of the Company during the year.

TRANSFER OF UNAPID DIVIDEND / UNCLAIMED AMOUNT AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and Section 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividend remaining unpaid or unclaimed for a period of seven consecutive years is required to be transferred to the Investor Education and Protection Fund (IEPF). Further, equity shares in respect of which dividend has not been paid or claimed for seven consecutive years are also required to be transferred to the IEPF.

Accordingly, during the year, the Company has complied with the aforesaid provisions and sent individual notices and also advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for past

seven consecutive years i.e. for Final Dividend 2017-18 and Interim Dividend 2018-19 and thereafter, had transferred such unpaid or unclaimed dividends and corresponding 1,252 equity shares held by 9 shareholders and 1,569 equity shares held by 11 shareholders to the IEPF Authority on August 14, 2025 and December 18, 2025 respectively.

Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforestated IEPF Suspense Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on https://www.iepf.gov.in/content/iepf/global/master/Home/Home.html ) along with requisite fee as decided by the IEPF Authority from time to time. As on March 31, 2026 total 53,104 equity shares have been transferred to the IEPF authorities.

Details of shares /shareholders in respect of which dividend has not been claimed, are provided on our website at https://nilkamal.com/shares-transferred-to-iepf-suspense-account/ . The shareholders are therefore encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of the report other than those mentioned under any section of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particular of loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the Financial Statements provided in this Annual Report.

DEPOSITS

Your Company has not accepted Deposits from public during the year under review falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

RELATED PARTY TRANSACTIONS

In accordance with the provisions of the Act and applicable regulations, all related party transactions undertaken by the Company during the financial year were conducted at arm's length and in the ordinary course of business.

To ensure transparency and regulatory compliance, all related party transactions were presented to the Audit Committee for their review and approval. Additionally, for transactions of a repetitive nature conducted at arm's length in the ordinary course of business, omnibus approval of the Audit Committee was obtained prior to execution.

Further, all transactions with related parties were in adherence to the provisions of the Act and the rules framed thereunder, the Listing Regulations, and the Company's Policy on materiality in dealing with related party transactions.

Since all transactions which were entered into during the Financial Year 2025-26 were on arm's length basis and in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2025-26 as per Policy on Related Party Transactions, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, the Company and/ or its subsidiaries have not entered into any contract/ arrangement/ transaction with related parties during the year which could be considered as material in accordance with the Policy on Related Party Transactions of the Company.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Company's operations. The disclosures on related party transactions for the financial year ended March 31, 2026 is a part of the Annual Report.

Further, pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the stock exchanges within statutory timelines.

Your Company has formulated a Policy on materiality of dealing with related party transactions and the same has been hosted on its website at https://nilkamal.com/wp-content/uploads/2024/06/Policy-On-Materiality-of-and-Dealing-With- Related-Party-Transactions.pdf

DIRECTORS' AND KEY MANAGERIAL PERSONNEL Composition of the Board

The Board of Directors of the Company is duly constituted in accordance with the provisions of the Act read with the Listing Regulations. The Board comprises an appropriate mix of Executive, Non-Executive and Independent Directors, ensuring effective governance, balanced decision-making and compliance with statutory requirements.

Independent Director's Declaration and Eligibility

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified for their appointment and possess the requisite qualifications, experience, expertise, proficiency and high standards of integrity, as required under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar ("IICA") and have also completed the online proficiency test conducted by the IICA, wherever applicable.

Cessation of Director

During the year under review, Mr. K. Venkataramanan ceased to be an Independent Director of the Company with effect from August 13, 2025 upon completion of his second tenure. The Board places on record its sincere appreciation for his valuable contribution to the growth, governance and deliberations of the Company during his association with the Board.

Appointments During the Year

During the financial year 2025-26, based on the recommendation of the Nomination and Remuneration Committee and pursuant to the approval of the Board of Directors and the Members of the Company as applicable, the following appointments/re-appointment were made:

• Mr. Gautam G. Chakravarti (DIN: 00004399) as an Independent Director of the Company for a period of five years with effect from July 29, 2025 to July 28, 2030. The shareholders approved his appointment through postal ballot on September 23, 2025.

• Mr. Sharad V. Parekh (DIN: 00035747) as a Non-Executive and Non-Independent Director of the Company and designated as Chairman of the Company for a period of four years with effect from August 15, 2025 to August 14, 2029. The shareholders approved his appointment in the 39 th Annual General Meeting of the Company held on July 18, 2025.

• Mr. Hiten V. Parekh (DIN: 00037550) as the Executive Director designated as Managing Director of the Company for a period of five years with effect from April 1, 2025 to March 31, 2030. The shareholders approved his appointment through postal ballot on May 8, 2025.

• Mr. Manish V. Parekh (DIN: 00037724) as the Executive Director designated as Joint Managing Directors of the Company for a period of five years with effect from April 1, 2025 to March 31, 2030. The shareholders approved his appointment through postal ballot on May 8, 2025.

• Mr. Nayan S. Parekh (DIN: 00037597) as the Executive Director designated as Joint Managing Directors of the Company for a period of five years with effect from April 1, 2025 to March 31, 2030. The shareholders approved his appointment through postal ballot on May 8, 2025.

Reappointment of Directors Liable to Retire by Rotation

In accordance with the provisions of Section 152 of the Act, read with Articles of Association of the Company Mr. Manish V. Parekh (DIN: 00037724) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-election. Your Board has recommended their re-election.

The proposal for reappointment of Mr. Manish V. Parekh (DIN: 00037724) is covered in Item No. 4 of the AGM notice as Ordinary Business.

The requisite details of the Directors appointed and re-appointed during the year, as required under the Listing Regulations, form part of this Annual Report.

Key Managerial Personnel

As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2 (51) and 203 of the Act:

• Mr. Hiten V. Parekh, Managing Director

• Mr. Manish V. Parekh Joint Managing Director

• Mr. Nayan S. Parekh, Joint Managing Director

• Mr. Paresh B. Mehta, Chief Financial Officer

• Mr. Sagar Mehta, Company Secretary and Compliance Officer.

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Changes in Board and Key Managerial Personnel

There was no change in the composition of the Board of Directors and the Key Managerial Personnel during the year under review, except as stated above.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) read with Section 134(5) of the Act, your Directors confirm the following statements:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 at the

end of the financial year and of the profit of the Company for that period;

(c) that they have taken proper and sufficient care 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) that the annual financial statements have been prepared on a going concern basis;

(e) that they have laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and were operating effectively;

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

NUMBER OF BOARD MEETINGS

During the year, 4 (four) Board meetings were convened on May 14, 2025, July 29, 2025, November 06, 2025 and February 05, 2026 respectively. The maximum gap between two Board meetings did not exceed 120 days. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively have been duly followed by your Company.

COMMITTEES OF THE BOARD

As on the date of this report, the Board has the following Committees:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders' Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

All the recommendations made by the Board Committees including the Audit Committee, were accepted by the Board. Detailed information of these Committees and relevant information for the year under review are set out in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed Nomination and Remuneration Policy which inter alia lays down framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of your Company and criteria for selection, appointment and removal of Directors, Key Managerial Personnel and Senior Management of your Company. The said Policy is is available on the website of the Company at https://nilkamal.com/wp-content/uploads/2019/01/Nomination-and-Remuneration-Policy Nilkamal- Limited.pdf

The Policy provides guidance on selection and nomination of Directors to the Board of your Company, appointment of the Senior Management Personnel, and captures your Company's leadership framework for its employees. It explains the principles of the overall remuneration including short-term and long-term incentives payable to the Executive Directors, Key Managerial Personnel, and Senior Management Personnel of your Company. The remuneration paid to the Executive Directors, Key Managerial Personnel, and Senior Management Personnel is in accordance with the said Policy. Further details are provided in the Report on Corporate Governance.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Act and Listing Regulations, the Board of Directors undertook a structured annual evaluation of its own performance, that of its Committees and individual Directors. The Nomination and Remuneration Committee of the Company ('NRC') has defined the evaluation criteria, procedure for the Performance Evaluation process for the Board, its Committees and Directors. The evaluation process is carried out through a well- defined and transparent framework and focuses on the effectiveness of governance practices, quality of deliberations and oversight responsibilities.

In a separate meeting of Independent Directors held on February 05, 2026, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated by the Independent Directors. The Board and NRC accord due importance to this evaluation exercise as a key tool for enhancing Board effectiveness, accountability and continuous improvement. The details of the evaluation process are provided in the Report on Corporate Governance, forming part of this Annual Report.

The Board and NRC reviewed the performance of the Board, its committees and of the Directors. The same was discussed in the Board Meeting and the feedback received from the Directors on the performance of the Board and its Committees was also discussed. The Directors expressed their satisfaction with the evaluation process.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has developed a CSR framework in line with Section 135 of the Act read with Schedule VII thereto which focuses on Education, Healthcare etc. In compliance with the provisions of Section 135 of the Act, read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted a Corporate Social Responsibility Committee of the Board. The CSR Committee is responsible for formulating, implementing and monitoring the CSR Policy of the Company and for ensuring that CSR activities are undertaken in accordance with the statutory framework. The Company's CSR Policy, which outlines its guiding principles, focus areas and governance mechanism, is available on the Company's website at: https://nilkamal.com/wp-content/uploads/2019/01/CSR-Policy Nilkamal-Limited.pdf

During the year, the Company carried out CSR activities in accordance with Section 135 of the Act, with a primary focus on the promotion of education as its core CSR activity. The Company has established and supported school in villages to enhance access to education and contribute to sustainable community development.

A detailed report on the CSR activities undertaken during the year, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, is annexed to this Report as "Annexure A " .

ADEQUACY OF RISK MANAGEMENT SYSTEMS

Risk management is a critical aspect of any organisation and it involves identifying, assessing and mitigating potential risks that could impact the Company's financial performance, reputation or operations.

Your Company has a Risk Management Committee constituted in accordance with the applicable regulations. The Risk Management Committee meets to identify, discuss and mitigate risks in business and operational areas thereby addressing ongoing design and oversight adequacy needs.

The Board of Directors have adopted an Enterprise Risk Management Policy framed by the Company, which identifies the risk and lays down the risk minimization procedures. The Risk Management Committee periodically reviews the Enterprise Risk Management involving review of design and adequacy of organisation structure, governance framework, policies and processes, identification and mitigation of risks and digitisation possibilities.

The Internal Audits are carried out by inhouse team as well as external experts. The scope of Internal Audit is reviewed and approved by the Audit Committee. The Internal Auditors regularly monitor and evaluate the efficacy and adequacy of internal control systems in the Company. Significant audit observations and corrective actions are presented to the Audit Committee for review. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements where necessary. The Board of Directors acknowledges the importance of a sound internal control system and remains committed to continuously enhancing it to ensure effective risk management and compliance.

STATUTORY AUDITORS AND AUDITORS' REPORT

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. S R B C & CO LLP, Chartered Accountants, Mumbai (Firm Registration No: 324982E/E300003) were appointed as the Statutory Auditors of the Company for a term of five years to hold office from the conclusion of 37 th Annual General Meeting held on July 07, 2023 up to the conclusion of the 42 nd Annual General Meeting of the Company to be held in the year 2028.

The Auditors' Report to the Members on the Accounts of the Company for the year ended March 31, 2026 is a part of the Annual Report. The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. During the financial

year 2025-26, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Statutory Auditor has confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditor. Further in terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

COST AUDITOR

Pursuant to the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company maintains necessary cost records as specified by the Central Government.

Based on recommendation of the Audit Committee your Board has appointed M/s. V. B. Modi and Associates, Cost Accountants in practice (Firm Registration No. 004861), as the Cost Auditors of the Company to carry out audit of the cost accounts of your Company for the financial year 2026-27. In terms of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the members. Accordingly, appropriate resolution seeking your ratification to the remuneration of the aforesaid Cost Auditors are appearing in the Notice calling the 40 th Annual General Meeting of the Company.

The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 39 th Annual General Meeting had appointed M/s. N. L. Bhatia & Associates, Practising Company Secretaries (UIN: P1996MH055800) as the Secretarial Auditor of the Company for a term of five consecutive years i.e. from April 1, 2025 to March 31, 2030 to undertake the Secretarial Audit of your Company.

The Secretarial Auditor's report to the members is annexed to this report as " Annexure B ". The Secretarial Auditor's report does not contain any qualification, reservation, adverse remark or disclaimer requiring explanation.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

A Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable SEBI regulations and circulars/guidelines issued thereunder, was obtained from M/s. N. L. Bhatia & Associates, Practising Company Secretary.

CREDIT RATING

The Credit Ratings of the Company as on March 31, 2026 is as below:

*Carved out from sanctioned working capital limits of the Company

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Section 177 of the Act and Regulation 22 of the Listing Regulations, your Company has established a vigil mechanism for the Directors and employees to report genuine concerns. Your Company has a vigil mechanism named "Whistle Blower Policy" to deal with any instances of fraud and mismanagement. The Whistle Blower Policy is available on the website of your Company at https://nilkamal.com/wp-content/uploads/2019/01/Whistle-Blower-Policy Nilkamal-Limited.pdf

During the year under review, no complaint was received and/or pending under the Vigil Mechanism/ Whistle Blower Policy of the Company.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and is committed to providing a safe, secure, inclusive and respectful working environment for all employees, irrespective of gender.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with the rules made thereunder ("POSH Act"), the Company has in place a Policy on Prevention

of Sexual Harassment at Workplace. The Company has duly constituted an Internal Complaints Committee ("ICC") with the prescribed composition to receive, inquire into, and redress complaints of sexual harassment at the workplace.

During the financial year under review, the Company did not receive any complaints of sexual harassment. Accordingly, no complaints were pending for disposal at the beginning or end of the financial year.

The Company continues to undertake proactive and preventive measures to foster a safe and respectful workplace. Periodic awareness and sensitisation programmes are conducted for employees to ensure effective implementation of the POSH Policy and to enhance awareness about their rights, duties and obligations under the POSH Act. These initiatives include structured training sessions facilitated by an external ICC member, aimed at promoting behavioural sensitivity, confidence and a culture of openness.

Further, all new employees are sensitised at the time of induction on the Company's Policy on Prevention of Sexual Harassment, the reporting and redressal mechanism, and the role, responsibilities and contact details of the Internal Complaints Committee, thereby enabling accessibility to grievance redressal without fear or hesitation.

The Company remains committed to maintaining full compliance with the POSH Act and the applicable disclosure requirements under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DISCLOSURE AS PER THE PROVISIONS OF MATERNITY BENEFIT ACT 1961

Pursuant to the Section 134(3) of the Act read with Rule 8(3)(xiii) of the Companies (Accounts) Rules, 2014, your Company has duly complied with the applicable provisions of the Maternity Benefit Act, 1961 for the financial year under review.

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

As required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to "Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo" are given in " Annexure C " which is appended to this Board's Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as " Annexure D " to this Board's Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules forms a part of the Annual Report.

However, having regard to the provisions of Section 136(1) read with its relevant provision of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished without any fee.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

In accordance with the requirements of Listing Regulations, a comprehensive report on the corporate governance framework and practices followed by the Company is included as a separate section of this Annual Report. This report outlines the Company's commitment to high standards of governance, ethical conduct, transparency and accountability, and is accompanied by a certificate from the Statutory Auditors confirming compliance with the applicable provisions of the said Regulations.

Further, pursuant to Regulation 34(2)(e) read with Schedule V of the said Regulations, the Management Discussion and Analysis Report, providing an overview of the Company's performance, industry outlook, risks and opportunities, also forms part of this Annual Report.

LISTING

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2025-26 has been paid to the National Stock Exchange of India Limited and BSE Limited.

ANNUAL RETURN

Pursuant to Section 92 and Section 134 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on March 31, 2026 will be available on Company's website at www. nilkamal.com .

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As required pursuant to the Regulation 34 (2) (f) of the Listing Regulations, your Company has prepared a Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26, which forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company's operations in future.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

Your Company has established robust policies, standard operating procedures and ethical frameworks to ensure disciplined and compliant business operations. Adherence to these frameworks is monitored through periodic selfassessments, internal audits and statutory audits, supported by a strong ERP and IT-enabled control environment.

The Board periodically reviews the adequacy and effectiveness of internal processes and internal financial controls and confirms the same in the Directors' Responsibility Statement. Assurance on the effectiveness of internal financial controls is derived from management reviews, continuous monitoring and independent testing by internal auditors.

The Board believes that these controls provide reasonable assurance of effective design and operating effectiveness.

DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial year 2025-26, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER CONFIRMATIONS

During the year under review, your Company has not issued shares with differential voting rights and sweat equity shares.

Further, your Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statement.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Government of India, the governments of other jurisdictions where the Company operates, and all regulatory authorities for their continued support and cooperation. The Board also gratefully acknowledges the support extended by the Company's investors, financial institutions, banks, rating agencies, and stock exchanges during the year.

The Board expresses its deep sense of gratitude to the Company's valued customers, distributors, dealers, agents, suppliers, and business partners for their continued trust, support, and long-standing association.

Your Directors further extend their heartfelt appreciation to all employees of the Company for their dedication, professionalism, and unwavering commitment, which have been instrumental in driving the Company's performance, growth, and ongoing progress.

Finally, the Board conveys its sincere thanks to the Members for their confidence, encouragement, and steadfast support.

For and on behalf of the Board