To

The Members,

The Directors have pleasure in presenting Eighty Third Annual Report of Nelco Limited ("Company" or "Nelco") along with the Audited Statement of Accounts for the year ended 31 st March 2026.

1. Financial Results

(Rs. in lakhs)

2. Dividend

The Directors of your Company recommend for FY 2025-26, a dividend of ' 1/- per share of ' 10/- each i.e. 10% (previous year ' 1.00 per share i.e. 10%) subject to the approval of the Members at the ensuing AGM. If approved, the total dividend outgo for FY 2025-26 would amount to ' 228 lakhs (previous year ' 228 lakhs).

The Dividend Distribution Policy of the Company can be accessed using the following link: https://www.nelco.in/pdf/Policies/dividend-distribution-policy.pdf

3. Financial Performance and the state of the Company's affairs

3.1. Standalone

On a Standalone basis, your Company achieved revenue of ' 19,770 Lakhs in FY 2025-26 from Operations as against ' 20,563 Lakhs in FY 2024-25 i.e. decreased by 3.86% from previous year.

In FY 2025-26 the Company earned net profit after tax of ' 609 Lakhs from its total operations as against net profit after tax of ' 981 Lakhs in FY 2024-25.

The Company's revenue trajectory reflects a portfolio in transition, where accelerated growth in emerging segments is progressively offsetting structural challenges in traditional verticals. The commercial ramp-up of LEO services - currently pending regulatory approvals in the country - remains a pivotal catalyst, and this delay is also impacting growth across multiple segments. Furthermore, customers are increasingly expecting hybrid GEO-LEO offerings, which are not yet commercially deployable due to the same regulatory hold. Select segments are also experiencing natural lifecycle contractions, further dampening near-term revenue growth. Additionally, input costs are rising due to the prevailing geopolitical situation, exerting further pressure on margins. With momentum poised to build up as new segments scale and regulatory clearances are granted by the government, the Company remains well-positioned to return to a sustained growth trajectory in the coming years. The Company has invested in building new segments, which will start generating accelerated revenue in the coming years.

3.2. Consolidated

On a Consolidated basis, revenue from Operations was ' 30,660 Lakhs in FY 2025-26 as against ' 30,487 Lakhs in FY 2024-25 i.e. increased by 0.57% from previous year.

The segment wise performance (Consolidated) from Operations for the year was as follows:

Based on evaluation of key financial parameters, the Company believes that it operates in only one reportable segment i.e. Network Systems and accordingly the financial results are reported as single reportable segment.

The Company earned a net profit after tax of ' 332 Lakhs from operations as against net profit after tax of ' 953 Lakhs in FY 2024-25. i.e. decreased by 65.16%.

The Company's revenue trajectory reflects a portfolio in transition, where accelerated growth in emerging segments is progressively offsetting structural declines in some of the traditional verticals. The commercial ramp-up of LEO services - currently pending regulatory approvals in India - remains a pivotal catalyst, and this delay is directly impacting growth across multiple segments. Select segments are also experiencing natural lifecycle contractions, further dampening near-term revenue growth. With momentum poised to build as new segments scale and granting of regulatory clearances by the government, Nelco remains well-positioned to return to a sustained growth trajectory in the coming years.

The Company maintained a dominant ~40%+ share in the Indian satellite communication market during FY2025-26, reinforcing its leadership position. The Company registered strong traction across Maritime and Aero in flight connectivity verticals, with these segments delivering robust incremental growth. Nelco also deepened its footprint in Government sectors, securing new business during the year.

The Company focused steadily on building innovative solutions and extending service offerings into emerging use cases. Concurrently, operational processes were refined to improve agility, drive efficiency gains, and enable faster, more reliable customer service delivery. Newer value added services and customised solutions are being increasingly deployed to sharpen customer responsiveness, address niche sector requirements, and shape next generation Satcom offerings. These initiatives are poised to strengthen the Company's ability to meet dynamic customer needs.

The Company continuously evaluates opportunities for investment and augmentation of its technology, satellite network capabilities and ground infrastructure, developing new products and services for enabling ubiquitous, reliable, secure, and high-quality connectivity through Satcom services.

No material changes and commitments have occurred after the close of the year under review till the date of this Report which affect the financial position of the Company.

3.3 Operations

Information in detail has been given in the Management Discussion & Analysis which forms a part of this report.

4. Reserves

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2025-26 in the statement of profit and loss.

5. Subsidiary & Associate Company

The Company has a wholly owned subsidiary - Nelco Network Products Ltd. (NNPL) and an associate company - Piscis Networks Pvt. Ltd. (PISCIS) as on 31 st March 2026.

Subsidiary Company

The revenue of NNPL for FY 2025-26 was ' 10,980 Lakhs (previous year ' 9,930 Lakhs) and loss after tax was ' 314 Lakhs (previous year loss after tax was ' 61 Lakhs) and the accumulated reserve and surplus since incorporation was ' 3,102 Lakhs. The Company is navigating a strategic realignment where the legacy equipment revenue streams are stagnant or declining faster and the emerging segments are yet to pick up full momentum, though they are scaling up. Pending regulatory approvals for LEO services have delayed both hybrid GEO-LEO deployments and associated equipment sales, while cost pressures further weigh on financials. With regulatory clearances from the government and scaling of new segments, the Company is well-positioned to resume its growth trajectory.

Associate Company

The revenue of PISCIS for FY 2025-26 was ' 1,069 Lakhs (previous year ' 1,433 Lakhs) and profit after tax was ' 92 Lakhs (previous year profit after tax was ' 230 Lakhs). This was due to the fact that select existing segments are undergoing natural lifecycle contractions, thereby dampening near-term revenue growth. Concurrently, several emerging segments are yet to fully open up, deferring the anticipated revenue contribution from these opportunities. However, with momentum expected to accelerate as these new segments scale and market conditions progressively evolve, the Company remains well-positioned to return to a sustained growth trajectory. The Company's share of profit in associate for FY 2025-26 was ' 30 Lakhs (previous year ' 19 Lakhs).

As required under Section 129(3) of the Companies Act, 2013 (Act), a report on the financial performance of NNPL & PISCIS in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to 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 subsidiary Company, are available on the website of the Company https://www.nelco.in/investor-relation/financial.php

The Policy for determining material subsidiaries of the Company has been provided in the following link: https://www.nelco.in/pdf/Policies/Policy%20for%20determining%20Material%20Subsidiaries.pdf

6 Directors and Key Managerial Personnel

Re-appointment of Director

During the year under review, there was no change in the composition of the Board. In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mr. A.S. Lakshminarayanan (DIN: 08616830) retires by rotation and is eligible for re-appointment. Members' approval is being sought at the ensuing AGM for his re-appointment.

Additional information and brief profile as stipulated under Listing Regulations and Secretarial Standards-2 on General Meetings with respect to Directors seeking re-appointment is annexed to the Notice of AGM.

Independent Directors

In terms of Section 149 of the Act, Dr. Lakshmi Nadkarni, Mr. Ajay Kumar Pandey and Mr. Vijay Somaiya are the Independent Directors of the Company.

In terms of Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties as Independent Directors of the Company. Based upon the declarations received from the Independent Directors, the Board of Directors have confirmed that they meet the criteria of independence as mentioned under section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management. Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

Key Managerial Personnel

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

Mr. PJ. Nath, Managing Director & CEO

Mr. Malav Shah, Chief Financial Officer

Mr. Ritesh Kamdar, Company Secretary

Number of Board meetings

During the year under review, 6 (six) Board Meetings were held. For further details, please refer Report on Corporate Governance.

Governance Guidelines

The Company has adopted Governance Guidelines on Board Effectiveness. The said Guidelines covers aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director's term, retirement age and Committees of the Board. It also includes aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, subsidiary oversight, Code of Conduct, Board Effectiveness Review and mandates of Board Committees.

7. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

As required under the Act and Listing Regulations, the Board has carried out formal annual evaluation of the performance of the Board, its Committees and of individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5 th January 2017.

In a separate meeting of Independent Directors, performance of non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of Managing Director & CEO and nonExecutive Directors.

The Board and the Nomination, HR and Remuneration Committee ('NRC') reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Based on inputs received from the Board members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. There was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.

7.1. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee (AC)

Nominations, HR and Remuneration Committee (NRC)

Stakeholders Relationship Committee (SRC)

Risk Management Committee (RMC)

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance which forms part of the Annual Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.

The details of the familiarization programs for Independent Directors are disclosed on the Company's website and the web link for the same is: https://www.nelco.in/pdf/Policies/familarization-programme-25-26.pdf

The Company has adopted a Code of Conduct for its Non-Executive Directors including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Act. The Company has also adopted the Tata Code of Conduct for its employees including the Managing and Executive Directors. The above codes can be accessed on the Company's website at https://www.nelco.in/investor-relation/corporate-governance.php.

In terms of the Listing Regulations, all Directors and senior management personnel have affirmed compliance with their respective codes. The CEO & Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

7.2. Remuneration Policy for the Directors, Key Managerial Personnel and other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity, which is reproduced in Annexure-I forming part of this report and Remuneration Policy for Directors, Key Managerial Personnel and other employees of the Company is available on the websites of the Company at https://www.nelco.in/pdf/Policies/Remuneration%20 Policv%20for%20Directors.%20KMP%20and%20Qther%20emplovees.pdf.

Salient Features of this policy are as under:-

The philosophy for remuneration of Directors, Key Managerial Personnel ("KMP") and all other employees of Nelco Ltd. ("Company") is based on the commitment of fostering a culture of leadership with trust. The remuneration policy is aligned to this philosophy.

Independent Directors ("ID") and non-independent Non-Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits.

Overall remuneration should be reflective of size of the company, complexity of the sector/industry/ company's operations and the company's capacity to pay the remuneration.

The NRC will recommend to the Board the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings.

The extent of overall remuneration to Managing Director ("MD")/ Executive Directors("ED")/ KMP/ rest of the employees should be sufficient to attract and retain talented and qualified individuals suitable for every role.

The remuneration mix for the MD/EDs is as per the contract approved by the shareholders.

In addition to the basic/fixed salary, the company provides to other KMPs and employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible and also performance linked bonus.

Remuneration is payable to Director for services rendered in professional capacity and which NRC is of the opinion that the director possesses requisite qualification for the practice of the profession.

There is no change in the aforesaid policies during the year under review.

7.3. Particulars of Employees and Remuneration

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 ("Rules") are provided in Annexure - II (A) forming part of this Report.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure II (B) forming part of this report. None of the employees listed in the said Annexure II (B) is related to any Director of the Company. In terms of proviso to Section 136(1) of the Act, this Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said Statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

7.4 Corporate Governance, Management Discussion & Analysis and Business Responsibility and Sustainability Report (BRSR)

As per Listing Regulations, the Corporate Governance Report with the Secretarial Auditors' Certificate thereon and the Management Discussion and Analysis are attached, which forms part of this Annual Report.

Pursuant to Regulation 34 of the Listing Regulations, the BRSR, initiatives taken from an environmental, social, governance and sustainability perspective in the prescribed format is attached as a separate section of this Annual Report.

8. Significant and material Orders passed by the Regulators or Courts or Tribunal

No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company's operations in future.

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

9. Risks and Concerns

The Indian Satcom industry has entered an era of accelerated transformation, supported by favourable policy reforms and increasing demand for connectivity across mobility segments. While these developments present significant growth opportunities, they also come with notable risks in evolving market landscape - including strategic, financial, regulatory, and operational risks. The Company operates in an environment characterised by rapid technological shifts and intensive competitiveness, particularly as global players enter the domestic market.

The Board recognises that effective risk management is integral to safeguarding stakeholder value and enabling sustainable growth. To this end, the Company employs a tailored mitigation strategy with a structured framework, the details of which - including specific mitigation approaches for our key risk themes - are further elaborated in the Management Discussion & Analysis section of this Report.

Risk Management Framework and Internal Financial Controls

Risk Management Framework: The Company operates under a comprehensive enterprise-wide Risk Management Framework aligned with Tata Group governance principles, under which risks are identified and assessed across all business segments. Further, the resilience framework enables a differentiated approach to risk mitigation - using robust controls and redundancies for certain risks, and innovation or newer approaches as required. In FY2025-26, this framework was significantly enhanced to address new-age risks including cybersecurity threats. The Company continues to monitor regulatory risks by maintaining close engagement with all relevant authorities.

The Risk Management Committee (RMC) of the Board focuses on proactive risk identification and mitigation, monitoring and reviewing the risk management plan half yearly. The Audit Committee and Board provide additional oversight on key strategic and financial risks and controls.

At the management level, the Internal Risk Management Committee - comprising the CEO, CFO, Chief Risk Officer, and key business/operations leaders - is responsible for the systematic identification, assessment, quantification, and mitigation of current and emerging risks. Clearly defined risk thresholds and mitigation strategies are aligned with the Company's risk appetite, ensuring structured decision making across all organisational levels.

Major risks identified by businesses and functions are systematically addressed through ongoing mitigating actions. There are no material risks that, in the opinion of the Board, may impact the Company's continuity - reflecting the effectiveness of our proactive risk governance measures.

Internal Financial Control and Systems: The Company maintains a robust internal financial control system, commensurate with the nature, size, and complexity of its operations as well as industry requirements. These controls - including those pertaining to financial reporting - are designed to ensure accuracy, compliance, and the safeguarding of both tangible and intangible assets, such as essential licences and spectrum rights.

To strengthen governance, an independent firm of Chartered Accountants has been appointed as the Internal Auditor. The firm audits risk management frameworks, internal controls, and operational processes, with the scope, authority, and responsibilities formally codified in the Audit Committee Charter. Key audit findings are reported to the Audit Committee, and Internal Financial Control (IFC) testing is integrated into the annual audit plan. In FY2025- 26, the audit scope was expanded to include cybersecurity.

In compliance with Section 177 of the Act and the Audit Committee Charter, the Audit Committee is mandated to evaluate the effectiveness of the Company's internal control systems, with particular focus on IFC. These controls are comprehensively addressed in the Management Discussion & Analysis section of this report.

A review of internal audit observations and corresponding corrective actions confirms:

No material adverse observations impacting financial reporting

No significant commercial implications

No unresolved material non compliances

Furthermore, statutory auditors carry out quarterly audits, and their reports have indicated no adverse findings or material exceptions. This multi layered assurance framework - combining internal audit, statutory audit, and Audit Committee oversight - demonstrates the robustness of our financial controls.

All financial and operational controls remain firmly anchored in the Tata Code of Conduct, ensuring transparency and integrity in every transaction.

Process Robustness: The Company partners with external experts to conduct comprehensive business excellence assessments and process deep dives across key functional areas. These evaluations systematically identify opportunities to enhance operational efficiency and process effectiveness, translating insights into tangible improvements. Process maturity and robustness for key functions are assessed against the following pillars:

i. Process Governance

o Comprehensive documentation of workflows and standard operating procedures o Clearly defined roles and responsibilities across all process stages

ii. Control Environment

o Manual and system driven controls

o Robust maker checker authorization protocols

iii. Performance Management

o Real time tracking of key performance indicators o Benchmarking against industry standards

iv. Continuous Improvement

o Identification and execution of process optimization initiatives

o Integration of cost optimization initiatives alongside best practices and technological advancements

Based on these frameworks, the Board is of the opinion that the Company's governance and internal control systems are robust. No material risks currently threaten business continuity. Our disciplined approach continues to underpin consistent service quality and operational efficiency, while the structured frameworks ensures world-class process standards and drives continuous operational improvement across the organization.

10. Sustainability

10.1. Corporate Social Responsibility

Owing to the losses as per the calculation of net profit under Section 198 of the Act, the Company was not required to spend any amount statutorily towards CSR activities. However, the Company made Voluntary CSR spend in two projects for underprivileged children in collaboration with Tata Power Community Development Centre (TPCDT) & an NGO - Catalyst for Social Action respectively. One of the projects is to deliver holistic and quality education for students from 1 st to 10 th standard via the Community Learning Centre model. The other project aims to provide comprehensive support to youth leaving the care centre, to ensure that they achieve the immediate career goals and empower them to lead dignified and self-reliant lives.

Further, the employees actively participated in Volunteering activities organised under Tata Volunteering Week and Pro-engage. In FY 2025-26, Nelco registered 600+ hours of volunteering through various CSR initiatives in different cities of India. The Company catered to around 900+ beneficiaries from different NGOs across India. The Company engaged in sponsoring NGOs for Skill enablement of Youths - sponsoring 24 Youths who are being familiarized with skills for their future.

The disclosures as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are set out in Annexure V of this report.

10.2. Safety, Health and Environment

The Company placed utmost importance to establish a safe work environment for its employees, contractual workforce, suppliers, visitors and partners. Specific focus was given to determine safety standards on Office Safety, Field Safety, Working at Height safety & Electrical and Fire Safety. Employees are encouraged to report observations & Incidences on the Online Safety reporting portal for taking preventive & corrective measures.

The Company adopts a proactive and responsible approach to safeguard the welfare of its employees. Communication on health tips, virtual seminars on health topics, Doctors availability in the premise, Health check-up packages are some of the services available for employees and families.

11. Human Resources

As on 31 st March 2026, the Company had an employee strength of 106. During the year under review, 15 employees

were recruited, and 13 employees were separated.

Various people related initiatives were undertaken by the Company during the year to enable organizational growth

through people care and development which include:

Engagement & Empowerment: The Company utilises multiple platforms that encourage open communication amongst employees and allow them to voice their opinion. Employee Engagement Surveys enable people to voice out their views, concerns and suggestions for making the workplace better for everyone. Ideas Portal is a platform where employees share ideas which are further evaluated and translated into actions wherever feasible. Employees are encouraged to participate in the group initiatives such as e-hackathon and Tata Innovista to gain visibility and showcase competency. Youngsters are encouraged to become Digital Mentors and share their skills and knowledge through Reverse Digital mentoring Platform. Employee welfare and sports activities ensure team bonding and motivation. People are encouraged to participate in the Company's Improvement projects where they get an opportunity to ideate and provide solutions to existing problems thus, support the company in making improvements and achieving its objectives. People are also encouraged to volunteer for group and Company level CSR activities and contribute to society.

Reward & Recognition (R&R): The Company adopts a holistic R&R framework that recognizes and incentivizes exceptional performance. It promotes recognitions at all levels. Initiatives like Appreciation week, HoD Awards, Quarterly awards which include Individual & Team awards ensures that employee contributions are acknowledged timely. Nelco Innovista awards is an internal platform which encourages creativity and rewards participants for the out of the box thinking and innovative minds. The awards categories are reviewed periodically, and new categories are added depending on the business requirements.

Capability Development: The Company focuses on overall capability building of functional, managerial and behavioural skills as planned during the Annual Business planning exercise and Performance management process. The individual development plans are identified for everyone. HR team aligns its strategic objectives with the company's short-term and long-term growth plans and builds capability plan through organizing inhouse, residential and virtual workshops and fulfilling the training requirements through e-learning platforms. Employees were also encouraged to undergo additional trainings of their choice available on the eLearning portal. Through defined feedback mechanism the company seeks regular improvements in its approach and quality of the trainings. The Competency Assessment Framework gave a clear picture on which skills to be

26 Directors' Report

built at people and role level to stay competitive in the market. The company has made efforts to build its Digital and data competencies. Project Management Office (PMO) function has been specifically created for enhancing data science and digital capabilities. The company has digitized its Capability development process through internally developed knowledge management portal and Competency management system.

Performance & Talent Management: Employee performance is monitored and managed through rigorous processes of Performance Appraisal. Mapping the SMART goals in the online system ensures that Goals are properly maintained and tracked for improving people's, departments and overall organization's productivity. Continuous performance dialogues are encouraged between managers and their teams with focus on guiding and training first time managers through performance coaching. The Performance Linked Pay (PLP) encourages employees to perform at their best to get higher rewards. The linkage of Rewards & Recognition with PMS creates a structured approach to manage performance, motivate employees, and recognize their contributions, all of which are essential for achieving organizational success. High potential employees are identified in line with the company's internal criteria. They subsequently undergo an assessment process to identify their development needs.

Succession Planning: The Company has a defined Succession Planning process. Successors have been identified for critical positions (for N & N-1 level) in the Company and are being groomed for taking over higher responsibilities in the next 2-4 years through focused interventions.

The Company is focused on Digitalization and Data excellence . The Digitalization function focuses on implementing technology driven processes and systems to streamline operations and thus improve overall organization efficiency. The Company has organized workshops / best practice sessions on data excellence to bring rigor to the data management aspects. Reverse digital mentoring sessions are organized to spread the digital knowledge using these applications to bring efficiency in the work.

The Company has an instituted Policy on Prevention of Sexual Harassment (POSH) , which seeks to govern the guidelines and grievance redressal procedures as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per policy, a Complaints Redressal Committee/ Internal Complaints Committee exists in the Company with inclusion of an external lady member. The annual returns are filed location wise as per the POSH rules. POSH related sessions were conducted for employees and allied resources. Following are the summary of complaints related to POSH during the year under review:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days: Nil

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961. During the financial year under review, the Company provided all statutory benefits, facilities as applicable. There were no complaints or instances of non-compliance reported during the year.

Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the Tata Code of Conduct (TCOC), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCoC cannot be undermined.

Pursuant to Section 177(9) of the Act and Regulation 4(2)(d)(iv) of the Listing Regulations, a Whistle-blower Policy and Vigil Mechanism was established for Directors, employees and stakeholders to report to the Management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics Counsellor (CEC)/Chairman of the Audit Committee of the Company for redressal. The policy has been posted on the Company's website at Nelco Whistle Blower Vigil Mechanism Policy 9.11.2020.pdf.The Company affirms that no personnel have been denied access to the Audit Committee.

12. Credit Rating

During the year CRISIL has revised and reaffirmed its ratings for long term and short-term bank facilities of the Company to CRISIL A/Stable (outlook revised from 'Positive') and CRISIL ('reaffirmed') A1 respectively.

13. Loans, Guarantees, Securities and Investments

Your Company, being an infrastructure company, is exempt from the provisions as applicable to loans, guarantees, securities and investments under Section 186 of the Act. Therefore, no details are required to be provided.

14. Foreign Exchange - Earnings and Outgo

(Rs. in lakhs)

15. Auditors

Members of the Company at the AGM held on 24 th June 2025, approved the re-appointment of S. R. Batliboi & Associates LLP (SRBA), Chartered Accountants, (ICAI Firm Registration No. 101049W/E300004), as the statutory auditors of the Company for a second term of 5 years commencing from the conclusion of the 82 nd AGM held on 24 th June 2025 until the conclusion of 87 th AGM of the Company to be held in the year 2030.

16. Auditors' Report

The standalone and the consolidated financial statements of the Company have been prepared in accordance with applicable Indian Accounting Standards (Ind AS) notified under Section 133 of the Act. The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Notes to the Accounts referred to in the Auditors' report are self-explanatory and therefore do not call for any further clarification under section 134(3)(f) of the Act.

During the year under review, neither the statutory auditors nor the secretarial auditors 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, the details of which would need to be mentioned in the Board's report.

17. Cost Auditor and Cost Audit Report

Your Board has appointed P. D. Dani and Associates (Firm Registration No. 000593), Cost Accountants, as Cost Auditors of the Company for conducting cost audit for the FY 2025-26. A resolution seeking approval of the Members for ratifying the remuneration of '1,25,000 (Rupees One Lakh Twenty-Five thousand) plus GST and reimbursement of out-of-pocket expenses on actual basis payable to the Cost Auditors for FY26 is provided in the Notice to the ensuing 83 rd AGM. As specified by the Central Government under sub-section (1) of section 148 of the Act, the Company has maintained cost accounts and records.

18. Secretarial Auditor and Secretarial Audit Report

Members of the Company at the AGM held on 24 th June 2025, approved the appointment of M/s. Bhandari & Associates, Practicing Company Secretaries (Peer Review No. 6157/2024), as the secretarial auditors of the Company to carry out the secretarial audit of the Company for a term of 5 years commencing from the conclusion of the 82 nd AGM held on 24 th June 2025 until the conclusion of 87 th AGM of the Company to be held in the year 2030.

The report of the Secretarial Auditors for FY 2025-26 is enclosed as Annexure- III forming part of this Report. There has been no qualification, reservation or adverse remarks in the Report of the Secretarial Auditors.

As per the requirements of the Listing Regulations, Practicing Company Secretaries have undertaken secretarial audit for FY 2025-26 of Nelco Network Products Ltd., the material unlisted subsidiary of the Company. As per the

Audit Report ( Annexure- III-A ), the said subsidiary had complied with the applicable provisions of the Act, Rules, Regulations, and Guidelines and that there were no deviations or non-compliances.

Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

19. Conservation of Energy and Technology Absorption

The information on conservation of energy and technology absorption stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure - IV forming part of this report.

20. Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same is available on the Company's website: https://www.nelco.in/pdf/Policies/ Related%20Partv%20Transaction%20Policv.pdf

All related party transactions entered during the year under review were on an arm's length basis and were in the ordinary course of business. All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis. There were no other materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel and Body Corporate(s) which had a potential conflict with the interest of the Company at large. Accordingly, the disclosure of these Related Party Transactions as required under Section 134 (3) (h) of the Act in Form AOC 2 is not applicable for the year under review. The details of the transactions with related parties are provided in the accompanying Financial Statements.

21. Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Financial Statement.

22. Annual Return

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31 st March 2026 can be accessed on the Company's website at the following link: https://www.nelco.in/investor-relation/disclosures- under-regulation46-of-the-sebi-lodr/annual-return.php#

23. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost auditors, secretarial auditors and external agencies including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the period under review.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended 31 st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the Company for the period ended 31 st March 2026 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts under review 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 were operating effectively; and

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

24. General

During the year under review, there has been no change in the nature of business of the Company. Further, there has been no details, which shall be required to be given as regard to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, as no such events have occurred.

25. Acknowledgment

The Board of Directors thank the Company's shareholders, customers, vendors, business partners, bankers and financial institutions for their continuous support.

The Directors also thank the Government of India, Dept. of Telecommunications, Dept. of Space, various Ministries, Regulatory Authorities, and their departments for co-operation.

We appreciate and value the contributions made by all our employees.