Nelco Limited has fixed Tuesday, June 9, 2026, as the record date for the payment of a dividend of ₹1.00 per equity share of ₹10 each. This dividend, amounting to 10%, is for the financial year ended March 31, 2026, and is subject to approval by shareholders at the 83rd Annual General Meeting (AGM). The company has scheduled the AGM for Wednesday, June 24, 2026, at 3:30 p.m. IST, which will be conducted exclusively through Video Conferencing and Other Audio-Visual Means (OAVM).

Book Closure and Payment Schedule

To facilitate the dividend payment, the Register of Members and Share Transfer Books of the company will remain closed from Wednesday, June 10, 2026, to Tuesday, June 16, 2026 (both days inclusive). Shareholders holding shares in electronic form will be eligible for the dividend if their names appear in the list of beneficial owners furnished by depositories as of the end of the day on June 9, 2026. For those holding shares in physical form, eligibility is contingent upon valid transfer, transmission, or transposition requests lodged with the company or its Registrar and Share Transfer Agents on or before the close of business hours on June 9, 2026.

If the dividend is approved at the AGM, payment will be made on and from Friday, June 26, 2026. The company has noted that dividend income is taxable in the hands of members, and tax at source will be deducted as per the provisions of the Income Tax Act.

AGM and E-Voting Details

The 83rd AGM will be transacted through VC/OAVM, with no provision for physical attendance. Members participating via this facility will be counted towards the quorum under Section 103 of the Companies Act, 2013. The company is providing a remote e-voting facility through NSDL, allowing members to cast votes on resolutions set out in the Notice of the AGM both before and during the meeting.

Shareholder Instructions

Shareholders who have not registered their email addresses are requested to do so by 5:00 p.m. IST on Friday, June 19, 2026, to receive the Notice of the AGM and Annual Report electronically. Additionally, members holding shares in physical form must ensure their bank account details, PAN, and other contact information are updated with the Registrar to receive dividend payments electronically, as mandated by SEBI regulations.

Nelco Limited has formally dispatched its Postal Ballot Notice on Thursday, May 14, 2026, pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The dispatch was completed by email to members whose names appear in the Register of Members as on the cut-off date of Friday, May 1, 2026. The notice, dated Friday, May 1, 2026, was published as a newspaper advertisement in Business Standard (English) and Sakal (Marathi) on May 15, 2026. Members are being sought for approval on four key resolutions through remote e-voting only, with no physical postal ballot forms dispatched for this process.

Key Resolutions Under Postal Ballot

The four resolutions being put to members for approval are summarised below:

E-Voting Schedule and Process

The Company has engaged the National Securities Depository Limited (NSDL) to facilitate remote e-voting. Members holding shares in physical or electronic form as on the cut-off date of Friday, May 1, 2026, are eligible to participate. The voting schedule is as follows:

Members whose email addresses are not registered may do so with the Company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), on or before 5:00 p.m. (IST) on Friday, May 29, 2026. The Board has appointed Mr. P. N. Parikh (FCS 327, CP No. 1228), or failing him Ms. Sarvari Shah (F9697, CP 11717), or failing her Mr. Mitesh Dhabiliwala (FCS 8331, CP No. 9511) of M/s. Parikh and Associates, Practicing Company Secretaries, as the Scrutinizer to oversee the postal ballot process in a fair and transparent manner. The resolutions, if passed by the requisite majority, will be deemed to have been passed on Saturday, June 13, 2026, the last date of the voting period.

Borrowing Limits and Charge Creation

Resolutions 1 and 2 seek to supersede the special resolutions passed by members on September 5, 2014. Resolution 1 authorises the Board to hypothecate, pledge, mortgage, charge, or create any other encumbrance on movable or immovable properties of the Company to secure borrowings, with the maximum limit of obligations secured not exceeding Rs. 400,00,00,000 (Rupees Four Hundred Crore only) at any one time. Resolution 2 seeks to enhance the overall borrowing limits of the Company to Rs. 400,00,00,000 (Rupees Four Hundred Crore only) at any one time, enabling the Company to raise funds from banks, financial institutions, and other lending entities beyond the aggregate of paid-up capital, free reserves, and securities premium, as permitted under Section 180(1)(c) of the Companies Act, 2013.

NCD Issuance on Private Placement Basis

Resolution 3 seeks member approval under Section 42 of the Companies Act, 2013 for the issuance of secured or unsecured, rated or unrated, listed or unlisted, redeemable non-convertible debentures (NCDs) on a private placement basis. The aggregate amount to be raised through NCD issuance shall not exceed Rs. 210,00,00,000 (Rupees Two Hundred and Ten Crores only). The approval, if granted, will be valid for a period of 1 (one) year from the date of the resolution. The specific terms including price, coupon, premium or discount, security, and tenor will be determined by the Board based on prevailing market conditions at the time of each issuance.

Material Related Party Transactions with Tata Capital Limited

Resolution 4 seeks member approval for material related party transactions with Tata Capital Limited (TCL), a Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India and a subsidiary of Tata Sons Private Limited, which forms part of the promoter group of Nelco Limited. The aggregate value of proposed transactions shall not exceed Rs. 201,00,00,000 (Rupees Two Hundred and One Crore Only) during Financial Year 2026-27. The materiality threshold for related party transactions applicable to the Company is Rs. 30.6 Crore.

The proposed transactions with TCL comprise the following:

* (0.84 rounded off to 1)

The term loan carries a floating rate of interest linked to TCL's long term lending rate (LTLR) plus a spread as agreed between TCL and the Company. The LTLR of TCL is currently at 8.75%. The term loan will have a tenure of 96 (Ninety-Six) months, with no principal repayment up to the 4th year from the date of first disbursement, followed by equal annual instalments up to the end of the tenure. Interest will be accrued and compounded annually up to the 4th year, after which it shall be serviced annually. The funds from the term loan are intended for pursuing growth opportunities in the emerging satellite communication business, including potential investment in global companies in the emerging satellite communication domain.

The financial performance of TCL for the immediately preceding financial year is as follows:

The impact of the proposed term loan on Nelco Limited's key financial ratios, based on last audited consolidated financial statements, is presented below:

The Audit Committee, comprising all Independent Directors, has reviewed and approved the proposed RPTs, confirming that the transactions will be conducted in the ordinary course of business and on an arm's length basis. Related parties, as defined under SEBI LODR Regulations, are not permitted to vote on Resolution No. 4. The results, along with the Scrutinizer's Report, will be published on the Company's website at www.nelco.in and communicated to the stock exchanges where the equity shares of the Company are listed.