Nelco Limited has issued a Postal Ballot Notice pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking member approval for four key resolutions covering borrowing limit enhancement, asset charge creation, non-convertible debenture (NCD) issuance, and material related party transactions with Tata Capital Limited (TCL). The Board of Directors approved all proposals at its meeting held on May 01, 2026. The notice has been dispatched electronically to members whose names appear in the Register of Members as on the cut-off date of Friday, May 1, 2026.

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) of M/s. Parikh and Associates, Practicing Company Secretaries, as the Scrutinizer to oversee the postal ballot process.

Borrowing Limits and Charge Creation

Resolutions 1 and 2 are interlinked and 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 ₹ 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 ₹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 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 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 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.

Nelco Limited has fixed Tuesday, June 9, 2026 as the record date for determining shareholder entitlement to receive a dividend for the financial year ended March 31, 2026. The announcement was made in compliance with Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Subsequently, on May 13, 2026, the company issued a detailed communication to shareholders outlining the applicable Tax Deduction at Source (TDS) provisions, required documents, and submission deadlines under the Income Tax Act, 2025.

Dividend Details and Record Date

The Board of Directors, at its meeting held on April 20, 2026, recommended a dividend of ₹1 per equity share of ₹10 each, representing 10% of the face value. The dividend is conditional upon approval by the members at the 83rd Annual General Meeting (AGM). Key details are summarised below:

TDS Provisions for Resident Shareholders

As per the Income Tax Act, 2025, dividends paid or distributed by a company are taxable in the hands of shareholders, and the company is required to deduct tax at source at the time of dividend payment. For resident shareholders, TDS is applicable under Section 393(1) Table Sl. No. 7 of the Act at 10% on the dividend amount where shareholders have registered their valid Permanent Account Number (PAN). In cases where shareholders do not have a PAN or have not registered a valid PAN, TDS will be deducted at 20% under Section 397(2) of the Act.

The following TDS rates apply for resident shareholders:

No tax will be deducted on dividends payable to certain resident non-individual entities — including Insurance Companies, Mutual Funds, Alternative Investment Funds (AIF) registered as Category I or II with SEBI, and New Pension System (NPS) Trusts — provided they submit the required self-declarations and supporting documents as specified in Annexure 2. It is also noted that compulsory linking of PAN with Aadhaar has been effective from July 1, 2023; an inoperative PAN will attract TDS at the higher rate of 20%.

TDS Provisions for Non-Resident Shareholders

For non-resident shareholders, taxes are required to be withheld in accordance with Section 393(2) Table Sl. No. 17 of the Act at 20% plus applicable surcharge and cess on the dividend amount. Non-resident shareholders may avail benefits under the applicable Double Tax Avoidance Agreement (DTAA) between India and their country of tax residence, provided they submit the requisite documents. For Foreign Institutional Investors (FII) and Foreign Portfolio Investors (FPI), taxes will be withheld at 20% plus applicable surcharge and cess under Section 393(2) [Table Sl. No. 15] of the Income Tax Act, 2025.

To avail DTAA benefits, non-resident shareholders must submit a self-attested copy of their PAN card (or requisite details if PAN is unavailable), a Tax Residency Certificate (TRC) for FY 2026-27, electronically filed Form 41 from the Income Tax website, and a self-declaration of having no Permanent Establishment in India. Shareholders holding shares under multiple accounts under different status/category with a single PAN should note that the higher applicable tax rate will be considered on their entire holding.

Document Submission and Dividend Payment

Shareholders are required to submit all relevant tax-related documents on or before Wednesday, June 10, 2026. Resident shareholders may upload documents at the designated MUFG portal or send scanned copies to Csgexemptforms2627@in.mpms.mufg.com , mentioning "Nelco Limited" in the subject line. Non-resident shareholders are requested to send documents to dividend2026@nelco.in . No communication on tax determination or deduction will be entertained after June 10, 2026. Shareholders whose TDS is deducted at a higher rate due to non-submission of documents retain the option to file a return of income and claim a refund, if eligible.

In accordance with SEBI (LODR) Regulations, 2015, dividend will be paid only in electronic mode. Shareholders holding shares in physical form must submit bank details and KYC documents to MUFG Intime India Private Limited by June 10, 2026, while those holding shares in demat form must update their Electronic Bank Mandate with their respective Depository Participants by the same date. The dividend for FY 2025-26 will be paid after deducting applicable tax at source, subject to approval at the 83rd AGM. The intimation was signed by Ritesh Kamdar, Company Secretary & ACS 20154, and further information is available at www.nelco.in .