Shareholders meeting

NCL INDUSTRIES LIMITED NCLIL/SEC/2026-2027 24.08.2026 Bombay Stock Exchange Limited National Stock Exchange of India Phiroze Jeejeebhoy Towers, Limited, Exchange Plaza, Floor.25, Dalal Street MUMBAI – 400001 Bandra Kurla Complex, Bandra (E), MUMBAI – 400051 Tel No.022-22721234 Tel: 022-26598235 Dear Sir/Madam, Sub : Annual Report for the Financial Year 2025-2026 and the Notice convening the 45th Annual General Meeting (‘AGM’) of NCL Industries Limited (‘the Company’) *********** This is with further reference to our communication dated 7th August 2026, wherein we informed that the 45th Annual General Meeting (“AGM”) of the Company will be held on Friday, 18th September 2026 at 11:00 A.M. (IST) through Video Conferencing (“VC”)/Other Audio- Visual Means (“OAVM”). Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), please find enclosed herewith the Annual Report of the Company for the Financial Year 2025-26, including the Notice of the 45th AGM. The Annual Report, including the Notice of the AGM, is being sent electronically to those shareholders whose email addresses are registered with the Company, Registrar and Share Transfer Agent (“RTA”), or Depository Participants (“DPs”). Further, in accordance with Regulations 36(1)(b) and 58(1)(b) of the SEBI Listing Regulations, the Company has initiated the dispatch of a letter to those shareholders whose email addresses are not registered with the Company/RTA/DPs. The said letter provides the web link and complete details for accessing the Annual Report, including the Notice of the 45th AGM. The Annual Report is also available on the website of the Company www.nclind.com for the information and reference of the shareholders. This is for information of Exchanges and Shareholders. Thanking you, for NCL INDUSTRIES LIMITED. M. Divya Bharathi Company Secretary & Compliance Officer Regd. & Corporate Office: 7th Floor, NCL Pearl, Nea r Rail Nilayam, SD Road, Secunderabad – 500026 T: + 91 40 3012000 Fax: +91 40 29807871 Email:ncl@nclind.comWebsite: www.nclind.com CIN: L33130TG1979PLC002521 Table of Contents Our Founder and Inspiration 01 NCL at a Glance — What We Do 02 Message from the Chairperson 04 Message from the Vice Chairman & Managing Director Milestones 06 FY26 Performance Dashboard 07 Nagarjuna Cement 08 Bison Panel Cement Bonded Particle Board 10 Ready Mix Concrete 11 Renewable Energy 12 CSR Initiatives in FY26 14 Board of Directors 16 Corporate Information 18 Notice 19 45th Board’s Report 26 Report on Corporate Governance 33 Management Discussion and Analysis Report 49 Independent Auditor's Report - Standalone 69 Standalone Balance Sheet 79 Standalone Statement of Profit and Loss 80 Standalone Statement of Cash Flows 81 Standalone Statement of Changes in Equity 83 Notes forming part of the Standalone Financial Statements Independent Auditor's Report - Consolidated 128 Consolidated Balance Sheet 135 Consolidated Statement of Profit and Loss 136 Consolidated Statement of Cash Flows 137 Consolidated Statement of Changes in Equity 139 Notes forming part of the Consolidated Financial Statements Overview Governance Financial Statements Our Founder and Inspiration Shri K. Ramachandra Raju (1934-2008) The Founder of our Group, Shri K. Ramachandra A quintessential entrepreneur, he Raju, was a pioneer in India's mini cement introduced innovative products well ahead industry. He was among the first few to of their time: Bison Panels from Germany, venture into what was then a revolutionary Seccolor pre painted steel windows from and untested concept, when the Government Italy, Alltek paints from Sweden and pre fab encouraged low investment mini cement plants housing. From a single commodity unit, the as an answer to the chronic cement shortage venture evolved into the multi product NCL of the late 1970s. He accepted the challenge Group in the building materials industry, and with an entrepreneurial spirit and established the association amongst the Co Promoters Nagarjuna Cements Ltd, along with Mr. Vinodrai continues into the third generation — a Goradia and Mr. G. Somaraju as Co Promoters. unique feature in itself. The calculated risk paid off handsomely, and the Today, we pay homage to this visionary, company declared a dividend of 25 per cent in whose philosophy of growth and innovative its very first full year of operations. products we have inherited and internalised. It remains the credo of the Group he founded. Annual Report 2026 1 NCL at a Glance — What We Do NCL Industries Limited is a diversified building materials house with cement at its core. The Company's continuing operations span four businesses: Cement, Cement Bonded Particle Boards, Ready Mix Concrete and Renewable (Hydel) Energy. This portfolio gives NCL what few cement peers of its size possess — multiple engines of demand, PAN India footprint, and operating green energy assets. 4.00 MTPA 90,000 MT 10 Cement capacity Boards capacity Ready Mix Concrete Plants one integrated unit and two per annum across three plants across Hyderabad and cement grinding units capacity — India's only cement bonded Visakhapatnam across Telangana and Andhra particle board maker Pradesh 15.75 MW 2700+ 1,422.08 ₹ crore Hydel power Dealer network Revenue from operations (standalone, net) Across two mini hydel plants, Dealers and distributors across plus 8 MW waste heat recovery 9 states in across PAN India (FY25: Rs 1,362.10 crore) at the cement works 95.29 825 ₹ crore People Profit for the year (standalone) 825 employees (FY25: ₹ 25.38 crore) Where we stand Our flagship Nagarjuna Cement brand is trusted across housing, infrastructure and industrial projects — over 8 lakh tonnes of our Cement went into the Polavaram Project on the Godavari. Bison Panel enjoys over three decades of category leadership built on Bison Werke technology, Germany. 2 Annual Report 2026 Overview Governance Financial Statements Cement Plant - Mattapally Annual Report 2026 3 Message from the Chairperson Dear Shareholders, It is a privilege to communicate with you as Chairperson of NCL Industries. I joined your Board, as an Independent Director, in August last year succeeding Dr. R. Kalidas, whose decade long service on the Board, and subsequently as Chairman, set high standards of governance, stewardship and independence. I am pleased that my first year was a rewarding one for your company, with consolidated profits increasing to ₹ 95.39 crores from ₹ 25.20 crores the previous year. This was possible on the back of higher volumes and realizations in our cement business. With a focus on profitability and keeping in view the outlook for the Doors division, the Board took the difficult but pragmatic decision to discontinue the same and focus the Company’s capital and management attention on its core activities. Decisions of this nature test a Board and I am happy that the Board approached this with objectivity and in the best interests of your Company. As you may be aware, our core businesses of cement and cement bonded panels are power intensive, with energy expenses forming a significant percentage of production costs. To reduce energy costs (simultaneously promoting much desired sustainability) and with a view to strengthening the Company’s long term competitiveness, your Company commenced setting up a 130 MW solar and wind hybrid project during the year. I am confident that the core values of the promoter shareholders and of the management will sustain your Company’s growth and success in the coming years. Our non promoter shareholders should derive comfort from the fact that the Independent Directors are valued and their views are respected. Your Board will continue to hold the management to high standards of oversight, risk management and governance. I am pleased that my first year was On behalf of the Board I thank our shareholders, customers, dealers and lenders for their continued tru [Showing first 8,000 characters — download PDF for full document]