NBCC (India) Ltd

Dear Shareholders,

On behalf of the Board of Directors 64^th Annual Report on the business and operations of NBCC (India) Limited along with Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2024 with the Auditors' Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India thereon is hereby presented.

Financial Highlights

The financial highlights for the year under review are as follows:

*Restated refer note no. 61 of Consolidated Financial Statement.

Further, during the year, there is no change in the nature of business of the Company.

Operations and Business Performance

For the FY 2023-24, total income of your Company was Rs. 8251.81 Cr (standalone) and Rs. 10666.68 Cr (consolidated) whereas profit after tax was Rs. 344.36 Cr (standalone) and Rs. 414.38 Cr (consolidated).

MoU Performance (CPSE's Performance Agreement with Administrative Ministry & DPE)

NBCC has received "Very Good" rating for the FY 2022-23 from DPE.

For FY 2023-24, NBCC has demonstrated exceptional performance based on the parameters outlined in MOU the Performance Agreement with the Administrative Ministry and NBCC.

In addition to achieving strong financial results, NBCC has made significant strides in physical parameters, with a Capacity Utilization Built-up Area of 23.82 million Sq. ft. and Consolidated Revenue from overseas amounting to Rs. 373.73 Crore. These achievements highlight NBCC's commitment towards growth of the nation.

Reserves

The Company did not transfer any amounts to its general reserve on declaration of dividend during the Financial Year ended March 31, 2024.

Dividend

Your Company's Board of Directors have recommended a final dividend of Rs. 0.63/-per paid-up equity share of face value of Rs.1/-each (i.e. @ 63%) for the FY 2023-24, subject to the approval of the Members at the ensuing Annual General Meeting.

Dividend has been recommended considering the Dividend Distribution Policy of the Company and considering the deployment of the NBCC's internal accruals for growth plans of the Company.

Material Changes and Commitments affecting financial position between the end of the financial year and date of Report:

There have been no material changes and commitments, which affects the financial position of the Company, that have occurred between the end of the Financial Year to which the financial statements relate and the date of the Report.

Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the Company during the FY 2023-24.

The GOI's holding as on March 31, 2024 was 111,15,79,093 equity shares i.e. 61.75% of total paid up equity share capital of the Company.

Further, the paid-up equity share capital of the company as on March 31, 2024 is Rs. 180 Cr divided into 180 Cr equity shares of nominal value Rs. 1 each. There was no change in the Capital Structure of the Company during FY 2023-24.

In compliance of the DIPAM Guidelines on Capital Restructuring of CPSEs, your Company's Board of Directors has recommended the issue of fully paid up Bonus Equity Shares in the ratio of 1:2 to capitalize the Free Reserves of Rs.90,00,00,000 (Rupees Ninety Crore).

Awards Conferred

During the FY 2023-24, NBCC continued on the path of excellence and innovation, achieving several accolades and awards as follows:

• NBCC Bags "Responsible Business Award" By World CSR Day: NBCC conferred with Responsible Business Award under the category "Real Estate Category" for Amrapali Projects on July 13, 2023 at a glittering ceremony in Mumbai.

• 'CEO of the Year' Award by Asia HRD Congress: Shri P.K. Gupta, Chairman-and-Managing Director, NBCC has been conferred with 'CEO of The Year' award during a glittering ceremony organized by Asia HRD Congress at Taj Lands End, Mumbai on July 13, 2023.

• Silver Award by Integrated Health and Wellbeing Council: NBCC conferred with Silver Award under the category "COVID Relief Project (Mega)" on July 14, 2023 for its contribution towards covid vaccination at Leh and Ladakh by Integrated Health and Wellbeing Council at a glittering ceremony in New Delhi.

• NBCC Bags 14^th Exceed HR Awards 2023: NBCC conferred with 14^th Exceed HR Awards under the CSR & training category on August 25, 2023 for its outstanding CSR & training practices.

• NBCC was conferred with Green Ribbon Champions by News 18: NBCC was conferred with Green Ribbon Champions under the category "Excellence in Green Technology Adoption" at a glittering ceremony on September 28, 2023.

• NBCC conferred with the Prestigious "Best Construction Infrastructure Public Sector Enterprise (PSE)" by Markenomy Foundation at the 8^th Atal Shastra Markenomy Awards 2023.

The award recognizes NBCC as a pioneer in the field of Construction

Deposits

During the FY 2023-24, your Company has not accepted any deposit and no principle or interest was outstanding as on March 31, 2024.

Loan, Guarantees and Investments

NBCC is engaged in the business of providing infrastructure facilities and is exempted from compliance with all the provisions of Section 186 [except sub-section (1) to Section 186] in terms of Section 186(11) (a) read with Schedule VI of the Companies Act, 2013. The details of investments made, loans and guarantees provided by the Company to its subsidiary and joint venture companies during the FY 2023-24 forms part of the notes to the standalone financial statements provided in the Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the FY 2023-24, the Company has total Four (4) subsidiaries out of which Three (3) are wholly owned subsidiaries (100%) namely; NBCC Services Limited (NSL), HSCC (India) Limited (HSCC) and NBCC DWC-LLC foreign subsidiary and one subsidiary i.e. Hindustan Steelworks Construction Limited (51%).

Two wholly owned subsidiary companies i.e. NBCC International Limited (NIL) and NBCC Environment Engineering Limited (NEEL) which was under process of Voluntary liquidation since September 26, 2022 has been dissolved by order of Hon'ble NCLT vide dated July 05, 2023 and September 15, 2023 respectively.

Your Company also has joint-ventures as follow:

• Real Estate Development and Construction Corporation of Rajasthan Ltd (a JV with the Government of Rajasthan where both the parties hold 50% of the issued share capital)

• NBCC-MHG(JV)-where both the parties i.e. NBCC and Mahavir Hanuman Group (MHG) hold 50% share in profit & Loss

• NBCC-AB (JV)-where both the parties i.e. NBCC and Anisha Builders Private Limited hold 50% share in profit & Loss

• NBCC- RK Millen- where both the parties i.e. NBCC and RK Millen & Co. (India) Private Limited hold 50% share in profit & Loss #

# NBCC has won arbitration award in respect of disputes with JV partner i.e. NBCC R K Millen. The award is partially realised and the amount of investment in JV has been adjusted against it in the FY 2019-20. The dissolution of the defunct partnership would be pursued after receiving award amount, in full.

• Details of companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies of NBCC during the year is given hereunder:

The Company has formulated a policy on identification of material subsidiaries as per the SEBI (LODR) Regulations, 2015 and the same is placed on the website of the Company at https://www.nbccindia.in/webEnglish/policies During the FY 2023-24 there was only one material subsidiary namely HSCC (India) Limited.

A statement containing the financial performance and salient features of financial statements of the Company's Subsidiaries and Joint Venture Companies in Form AOC-1 in terms of the provisions of Section 129(3) of the Act, is provided in note No. 54 in consolidated financial Statement.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company at https://www.nbccindia.in/webEnglish/annualReport and separate audited financial statements in respect of subsidiaries are available on the website of the Company at https://www.nbccindia.in/webEnglish/Subsisdiarie_Fin

Human Resource Development

During the financial year 2023-24, Human Resource Management teams played a crucial role as the transition in top management positions unfolded. Under the eminent leadership our new CMD who assumed the charge on October 01, 2023, the resilient and dedicated Human Resources teams embarked on a journey of success.

In October 2023, the CMD's inaugural address infused all employees with renewed hope, aspiration, and a sense of responsibility. The Human Resource teams, with unwavering efforts, prioritized tasks and effectively managed time, contributing to the achievement of the company's common goals across all fronts.

Decisions and actions were data-driven and evidence-based, ensuring a strategic approach. The top business heads, leveraging their knowledge and abilities, efficiently addressed workplace issues, ensuring timely completion of tasks and deadlines. NBCC achieved the coveted accreditation "The Great Place to Work'. This recognition reflects the team's positive mind-set towards the company.

The Human Resource Management team provided ample opportunities for professional growth and development to meet the evolving needs of the organization. Recognizing the importance of a healthy workforce, the top management made several employee welfare related decisions, including providing free health insurance to the regular employees and their families. Additionally, as part of the grand event "Azadi ka Amrit Mahotsv", throughout the year NBCC frequently organized Medical Health Camps across all Construction Work Sites and Offices for employees and construction workers. These camps aimed to promote well- being and address health-related concerns.

Yoga sessions and mental health programs were organized on various occasions, emphasizing holistic wellness. Furthermore, the HR team ensured that employees had access to information and awareness about POSH (Prevention of Sexual Harassment) and human rights through comprehensive training programs.

Regular interactive and open discussion sessions with employees facilitated open communication, allowing management to understand issues and take necessary actions promptly. The success of Company was significantly impacted by strategic planning, resorting proactive measures, and innovative solutions put forth by the Human Recourses. The approach adopted by the Management, facilitated success in attracting, engaging, and retaining the talent.

The Human Resource Management team prioritized the physical and mental health of employees and strategically focused on enhancing the employee job satisfaction. Recognizing that, the job satisfaction not only contributes to talent retention and attraction, but also positively impacts employee mental health and, consequently, work performance, the top management implemented several employee welfare schemes.

Category wise details on recruitment of General/OBC/SC/ST categories for FY 2023-24: -

NBCC is compliant of all the directives issued by Government of India with respect to filling vacancies for SC/ST/OBC/ EWS/Ex-servicemen/ Physical disabled candidates.

No. of Regular/NMR/PRW/WE Employees as on March 31, 2024

Working status of Women Employees in the Company (category wise) during the FY 2023-24:

*Out of total 117 women employee two employee under general category and one employee under OBC category are PWD employees.

Training

Training is the process of providing individuals with the knowledge, skills, and abilities necessary to perform their roles effectively. It is a fundamental aspect of personal and professional development, benefiting both individuals and organizations.

NBCC places utmost importance to training and development for its employees. It has a dedicated training and development center at Ghitorni, Delhi which caters to the training and development needs of its employees. Apart from that NBCC also nominates its employees for various trainings, workshops and seminars which are conducted by various professional organizations.

NBCC conducts various kinds of training programs both technical and non-technical which not only seeks to develop the technical competencies of the employees but at the same time focuses on the development of interpersonal and behavioural skills.

The details of the Training Initiatives during the FY 2023-24 are illustrated hereunder:

Total man-days achieved 2435 for Group A & B employees during the FY 2023-24.

Industrial Relations(IR)

Your Company enjoy harmonious and cordial relations with all its employees and at all levels. The company has an open door policy wherein all efforts are made by the company to resolve any issue before it gets into conflicting stage. The company maintains cordial relations with all its functional Unions/Associations. In order to assess any issues, the Company conducts quarterly meetings with representatives of Unions/Associations and is committed to resolve any issue/grievance highlighted during such meetings as per company policy. In the last decade no man-hour loss has taken place on account of any IR issue. In addition to this, time to time various policies & HR interventions are analysed and wherever required actions are initiated. The company has developed a proactive approach towards maintaining cordial IR environment resulting in establishing conducive work environment in company.

Safeguard of Women at Workplace

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has complied with provisions relating to the constitution of internal complaints committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been constituted to redress complaints received regarding sexual harassment.

The committee functions in accordance with the model code of conduct developed by National Commission for woman/ Ministry of Woman and Child Development. The committee spread awareness amongst the employees regarding 'Zero Tolerance' for sexual harassment at work place.

The committee also investigates reported cases of sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has been employing 117 women employees in various cadres at the Project and office premises. There was one (1) case filed during the financial Year which were resolved satisfactorily hence, there were no pending cases for period ended March 31, 2024.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V to the Listing Regulations with the stock exchanges forms part of this Report as Annexure -1.

Your Directors confirm that:

a. In the preparation of annual accounts for the Financial Year ended March 31, 2024, the applicable Indian Accounting Standards had been followed along with proper explanation to material departure;

b. The directors had 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 and loss of the Company for the period;

c. The directors had 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. The directors had prepared the annual accounts on a going concern basis;

e. The directors had 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. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance Report

The Company complies with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and guidelines issued by DPE on Corporate Governance to the extent possible.

The requisite Corporate Governance Certificate from the Statutory Auditors of the Company, ASA & Associates LLP., Chartered Accountants, along with Management Reply forms part of this Report. The Corporate Governance Report for the year ended March 31, 2024 is at Annexure-II.

Contracts and Arrangements with Related Parties

During the FY 2023-24, the Company has not entered into any contract/arrangement/transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transaction. Your Company's Board of Director has reviewed the policy on materiality of related party transactions during the financial year 2023-24 and the same is available on the Company's website, at the link https://www.nbccindia.in /pdfData /policies/NBCC_RPT_Policy_26_05_2023.pdf

The remuneration paid to Directors and Key Managerial Personnel (KMPs) is disclosed in the financial statements of the Company. The related party transactions referred in section 188 of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure-III.

Quality Assurance/Quality Control Manual

During the FY 2023-24, Company had a dedicated 'Technical and Quality Audit' wing in place, which controls over conducting Technical Audit and ensuring Quality Assurance & Quality Control at the projects. NBCC through its 'Technical and Quality Audit Division' conducts the Technical/Quality Audit of all projects on Pan India basis through a checklist

to ensure the implementation of guidelines/statutory compliances of QA/QC at project sites. Apart from carrying out the routine audits, the special audits of certain projects are also carried out by the Technical Audit team as and when directed by the competent authority. NBCC also has Quality Management System (QMS). Quality Assurance (QA) and Quality Control (QC) both are part of Quality Management System (QMS) wherein QA focuses on preventing the defects while QC focuses on identifying a defect and rectification thereof. Hence the QA/QC plays a vital role to address the gap of quality aspects at projects. NBCC being India's one of the biggest organizations in the construction field, is devoted itself towards QA/QC in the areas of its operations.

International Organization for Standardization (ISO)

NBCC is a certified organisation with International Organization for Standardization (ISO), having licence issued by BIS valid upto March 29, 2026. NBCC has Quality Management System (QMS) comprising Quality Policy & Quality Objectives. NBCC through its ISO division conducts the ISO internal Audit of all identified project sites (25 Nos.) and all service departments viz. RBGs/SBGs/Zones/Units/HOD-HO at an interval of 6 months and 1 year respectively through a checklist as per ISO manual to ensure that the Quality Policy and Quality Objective established by the Company in its QMS are being followed properly.

Safety

NBCC is committed towards Safety and Health to all its employees and the people associated with the construction activities. The Company is continuously striving to implement safe practice/measures to ensure the goal of achieving zero harm at its work places. NBCC has "Safety Division" in place to improve the safety practices at site and monitor to minimise the work related hazards at site.

The company has ensured that all lifting equipments are inspected & certified by 'Third Party Agency' as nominated by the company. As per Company's "General Condition of Contract", an experienced and reputed agency shall be engaged/appointed by the contractor at all the projects valuing Rs. 50 Cr. and above from the agencies empanelled by NBCC for Monitoring & Auditing of Safety measures in the construction work. The Company has conducted safety training programs to promote the safety culture at workplace and to understand the hazards and risks associated with construction activities so as to implement the mitigation measures for loss control.

Information Technology (IT)

Your Company is aimed to create an employee-friendly environment by adopting a paperless office concept. To achieve this goal, several IT activities were implemented to make the work environment more efficient, seamless and transparent. These initiatives helped the organization take a big step towards becoming a digital NBCC. The IT Division provides IT services/support on a PAN India basis to NBCC and its three subsidiaries, namely HSCL, HSCC, and NSL. Inhouse development of various applications and portals has resulted in a lot of cost savings for the corporation.

Employee Resource Planning (ERP) - The record keeping and data maintenance was streamlined by using this application.

All the circulars, employee related forms and office orders are being uploaded in ERP. This reduces the communication time, increases effective communication and transparency within and outside the organization with the following modules:-

• Human Resource Management

• Finance Accounting Module

• Payroll Module

• Internal Audit/Cost & Budget

• Project Management Module

• Business Development

• Employee Annual Property Returns

• Employee Performance Management System

• Employee Sewa

• Admin Module

• Income Tax Module

• E-Billing

• IT Inventory Module

Information Technology (IT) Security Policy- The Information Technology (IT) Security Policy of NBCC is a comprehensive guideline that ensures a secure and safe system for the usage of information services and assets while protecting the organization from security threats. Currently, NBCC is utilizing the IT policy in various IT prospects.

E-Office: - E-office facilitates paperless work in government departments, PSUs, and automation bodies. The system replaces manual handling of files with an efficient electronic system that includes diarizing inward receipts, file creation, movement, archival, and tracking. With this system, the movement of receipts and files become seamless and there is more transparency in the system since each and every action taken on a file is recorded electronically.

Document Management System (DMS):- To track, manage, and store digital documents, NBCC uses a Document Management System (DMS) that also reduces paper usage. It provides storage, versioning, metadata, security & indexing and retrieval capabilities with additional tools such as MIS reports, searching tools and physical file details.

Vendor Portal - (Transparency)

1. Vendor Grievance Management System - For addressing the issue of grievances of vendors and to resolve those issues which are mainly related to non-payment of their running/final bills, non-release of Performance Guarantee, Security Deposit, non-finalization of extra/substituted items etc., a vendor grievance portal at NBCC web site has been put in place which registers online grievances of vendors with a unique registration number.

2. e-Billing- Module of e-billing developed by NBCC is a step towards transparency and ease of doing business. e-billing facilitates the contractor to enter the bill online with supporting documents for submission to the Engineering Charge. The movement of the bill can be tracked, viewed, and modified before submitting to higher authorities for approval.

Technical Support System (TSS) - Technical Support System (often shortened to tech support) refers to a plethora of services by which assistance is provided to users of technology products such as Hardware, software, etc. Technical support may be delivered over by e-mail, live support software, or a tool where users can log a call. NBCC has internal technical support available to their staff for computer-related problems.

Building Management System (BMS) - Building Management System is designed to address various building maintenance related issues like cleaning, gardening, lighting, air- conditioning, and elevator etc.

NBCC Website: - NBCC has a responsive website, which is designed by keeping the various users span (like Mobile User, Tablet user and web users etc.) in mind. Information on the website is available in Hindi and English Language. Users can access speech-based information on each web page using the Text to speech tool developed by CDAC. The website home page displays government services and ongoing initiatives.

NBCC Directory Service - NBCC Directory service facilitates accessing all applications and services from a single window. Major services such as NBCCERP, e-Office, Digital Record Library, e-Tendering, E-Mail, Website, Facebook, Twitter, NBCC Wikipedia, Vendor Portal, Sponsored Research, Video Conferencing, Communication Media, Email directories, and New Construction Technologies are listed on the NBCC's directory page.

Electronic Correspondence (Email) - NBCC uses electronic correspondence (email) for all internal and external Communications for faster and paperless communication.

Cloud Solution: IT division at NBCC has boldly embarked on a ground-breaking journey. In response to technological advancements and the evolving needs, the IT division at NBCC has transitioned its production environment from physical servers to cloud services accredited by MeitY. Additionally, the disaster recovery site has been migrated to a cloud-based solution as well.

Cyber Security: The applications and infrastructure are secured with a secure socket layer (SSL) certificate to ensure the security and integrity of the apps. Captcha feature is integrated into the login page of the applications to enhance security. Additionally, the applications and infrastructure are audited annually by CERT-In empanelment agency to identify and rectify the possible vulnerabilities.

Given the current landscape where cybercrimes are on the rise, the IT division has been proactive in organizing periodic cyber awareness sessions to educate and sensitize employees about cyber hygiene practices.

In the current scenario, all departments are integrated with the ERP/DMS/e-Office for internal process. This has helped our organization earning a reputation of being a Company that runs on cutting edge technology, simultaneously promoting our Honourable Prime Minister's vision of Digital India.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the top 500 listed companies shall formulate a dividend distribution policy.

Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board while determining the distribution of dividend to its shareholders and /or retaining profits earned by the Company, The policy is available on the Company's website at https://www.nbccindia.in/webEnglish/policies

Corporate Social Responsibility Committee (CSR) & Sustainability Development

The Company has Corporate Social Responsibility (CSR) Committee in compliance with provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. The details of CSR policy, projects and programmes are available on the Company's website, at the link https://www.nbccindia.in/webEnglish/policies

During the FY 2023-24 your Company had the CSR obligation of Rs. 462.50 lakh out of which Rs. 179.50 lakh has been spent in CSR activities.

The Company also has a Sustainability Policy to ensure healthy well-being of its stakeholders and protecting the environment. The policy guidelines are integral to the way the Company conducts its construction as well as other business operations.

NBCC is committed to ensure that it meets its business goals without compromising on the aspirations of the present and future generations. The details of the CSR Committee, CSR Expenditures is given in the Annual Report on CSR activities forming part to this Annual Report as Annexure-IV.

Compliance of DPE Guidelines and Policies

During the FY 2023-24 your Company has complied with the guidelines and policies issued by Department of Public Enterprises from time to time.

MSME Implementation

Your Company is complying with the mandatory public procurement policy 2012, under which CPSEs are mandated to procure 25 % from MSME of total procurement and out of 25%, 4 % to be procured from MSME SC/ST vendor.

The details of procurement for the FY 2023-24 by NBCC are as follows:

a) Procurement of Goods & Services through MSME -- Rs. 6.7928 Crore.

b) Procurement of Goods & Services through SC/ST MSME- Rs.0.4112 Crore

c) Procurement of Goods & Services through Women MSME- Rs. 0.7673 Crore.

It is also pertinent to mention here that No payment is outstanding to any MSME for the FY 2023-24

Risk Management

NBCC recognizes that it is exposed to a number of uncertainties, which are inherent for the construction and Real Estate sectors that it operates in. The volatility of these sectors exposes the business to various external and internal risks which may affect its financial and non-financial results. NBCC has developed Risk Management Policy to help itself mitigate the risks in developing and pursuing the high-level strategies and objectives to remain sustainable in the long term. This shall also enable NBCC to manage risks in day-to-day operations to achieve those objectives.

NBCC has 3 tier reporting structure for risk management as given here under:

1. At top level: Risk Management Committee, which comprises of Functional Directors such as Director (Projects), Director (Finance) and Two Independent Directors as on March 31, 2024.

2. At middle level: The Company has Risk Assessment Committee, who has HOD's of BD, Finance, IT, HR, Law & RE and RBG/SBG Heads of the 4 verticals in which NBCC is operating as Members and Executive Director (PMG) as Chief Risk Officer.

3. At lower level: The Company has Risk Co-ordinators, which comprises of all RBG/SBG Heads.

Development & Implementation of Risk Management Framework

Risk Management Policy for NBCC was formulated in the year 2011 which was reviewed and updated in 2015 wherein the principles, framework and processes were updated to incorporate regulatory requirements and changing business landscape. It was also decided to review the policy as and when required but not later than three years based on changes in the business environment regulations, standards and best practice in the industry.

Further, the Company adopted revised Risk Management Policy-2022 which was approved by Board of Directors on the recommendation of Risk Management Committee.

The updated Risk Management Policy-2022 has been designed in lines with recommendations of ISO 31000:2018.

Risk Management Committee: A Board level risk Management Committee (RMC) has been constituted, which is responsible to review the risk and to formulate action plan and strategies to mitigate risk on short and long term basis.

Risks, Threats and Concerns:

The challenges for the company are to sustain the growth trajectory.

a. Fluctuation of Market:

Current market is in up and down position. Due to which tender quoted by party abnormally high or low in current scenario. This situation is very volatile. The risks arising out of the situation of fluctuation of current market includes disruption of supply chain for various materials/non-availability of labour affecting progress of works at sites.

b. Project Execution and Management:

Inability to ensure seamless and timely execution of projects within the defined budget leads to litigation with client and contractors, resulting in reduced profitability and operating margin of the project. Any failure to adhere to agreed timelines adversely affect the reputation of the Company especially in execution of Border fencing and Road works is heavily affected in execution due to issues in Land acquisition and obtaining clearance from Bangladesh Government/ Bangladesh Border Guard and Local issues and land compensation.

c. Real Estate-Unsold Inventory/Unused Land Parcels:

Presently there is substantial unsold inventory and unused land parcels in NBCC Real Estate posing a risk to the company.

d. Re-development Projects:

Inability to assess or identify the risks and liabilities during feasibility studies, adversely affect the business. Due to legal issues/court stay order, sales & marketing was affected in Nauroji Nagar, due to which NBCC could not raise fund from the market which has affected the pace of works. The clearance for statutory authorities also is taking considerable time which in turn affecting project progress in Netaji Nagar & Sarojni Nagar

e. Aged Receivables and Payables:

Delays associated with the collection of receivables from the clients, results in further delayed payment to the contractor, leading to litigations, cost & time overrun in addition to ECL

f. Taking Over External Projects (Unitech, Amrapali etc.):

Any unforeseen liability in connection with the takeover of external projects leads to litigations and may adversely affect business and financial condition of NBCC

g. Competition Risk:

Other PSU's have started operating in construction sector and are quoting very low rates and getting jobs by competing against NBCC. This is resulting in erosion of the core PMC business of the company and low PMC charges. The resultant loss of business and low PMC margin could slow momentum and profitability.

h. Entering into New Business Era:

Resources issues in entry into new business such as Tunnelling works, Dams, Railway and National Highway, Harbour and Port works for that NBCC needs sufficient resources like experienced Engineers, Machineries, etc.

Strategic, Operational, Financial and Compliance Risks:

Adapting the evolving technology, undercutting other companies in price wars, unanticipated political factors and social issues are some of the strategic issues faced by NBCC in today's era of market.

Free encumbrance work front is not made available by various Client which causes an Operational Risk for the company. Unstable cash flow is one of the prominent Operational Risk which affects the overall performance of the company as a whole and major Financial Risk is delay in payment from Clients adversely affects the work progress of a project, as because of delay from Client company is unable to make timely payment to contactor and hence the work progress is delayed.

Obtaining various clearances from various authorities in time is a necessity in order to meet all the legal obligations and eliminate the Compliance Risks but the delay in the same causes delay in execution of project.

Disclosure on Risk Management Framework & Risk Management Policy

The Project Risk Management (PRM) framework at project level and Enterprise Risk Management (ERM) framework at enterprise level has been included in the updated Risk Management Policy-2022 approved by the Board of Directors.

Internal Financial Control

NBCC has in place adequate internal financial controls with reference to financial reporting in compliance with the provisions of Section 134(5) (e) of the Companies Act, 2013 and such internal financial controls over financial reporting were operating effectively. Internal Financial Controls over financial reporting are audited by statutory auditors and Internal Financial controls are tested by external consultant on an annual basis.

The controls have been designed to provide assurance with respect of maintenance of proper accounting records, ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors and ensuring reliability of financial and operational information. The internal control systems (including Internal Financial Controls over Financial Reporting) are reviewed on an ongoing basis and discussed at Audit Committee meetings. Necessary changes are carried out by the management to align with the changing business requirements.

In addition to the above, the Company has a well-defined delegation of financial powers to its various officers through its Sub-Delegation of Power book. The book is regularly updated as per needs of the Company as well as to bring further delegation. The Company has in-house Internal Audit and Technical Audit Departments commensurate with its size of operations. The internal audit programme, scope of audit and audit plan is approved from the Audit Committee. Internal audit is conducted through external audit firms and reports are deliberated with the management as well as the Audit Committee. The Statutory Auditors and Audit Committee of the Board regularly reviews significant audit findings covering operational, financial and other areas and provides guidance on internal controls.

Vigilance Activities and Initiatives

The Vigilance function with the NBCC (India) Ltd, is an integral part of the Management. It is the nodal section for handling all Vigilance matters of the NBCC. It is believed that with best practices, adequate controls and transparency in place, decisions will be taken in a professional, efficient and effective manner and same would be consistent, leading to good governance and corporate excellence. The Vigilance Division of Corporation is under the charge of Chief Vigilance Officer (of the rank of Joint Secretary).

NBCC has observed 'Vigilance Awareness Week' with full enthusiasm from October 30th to November 05^th, 2023 on the theme f Rs.tsT JlfcT 0*1 Rfd - "Say no to Corruption; Commit to the nation. The week-long awareness campaign was lined up with insightful interactive sessions on the theme, relevant workshops & competitions to generate awareness on vigilance administration among employees.

Information of Vigilance cases, required pursuant to Office memorandum issued by Ministry of Parliamentary Affairs vide its letter dated F. No. 28(1)2016-Leg.I, Dated January 24, 2018, the details of status of Cases during the FY 2023-24:-

After investigation of complaints, where lapses/ irregularities are established, the disciplinary proceedings are initiated against the delinquent employees.

Further, with an ultimate aim of eradicating corruption in the Corporation, a four pronged strategy is followed which has also been appropriately incorporated in the Annual Action Plan relating to anti-corruption measures:

• Preventive Vigilance

• Detective Vigilance and Surveillance

• Punitive Vigilance

• Use of IT innovations to curb malpractices and ensure transparency.

Systemic Improvement Undertaken:

• Revision of JV Agreement Format.

• Duties and Responsibilities of officers posted in field teams, finance-in-charge and SBG/RBG.

• Timelines for finalization of payment to vendors/contractors

Vigil Mechanism/Whistle Blower Policy

With an aim to achieve the vision, mission and objective of the Company and to comply with statutory provisions, the Company, in addition to the mechanisms already available, has formulated 'Whistle Blower Policy' which seeks:

(i) to ensure greater transparency in all aspects of the Company's functioning by formulating a procedure for further enabling directors and employees to bring to the attention of Company, incidents of improper activities or violation of the Company's Service (Conduct) Rules and the Code of Business Conduct & Ethics for Board Members and Senior Management, and

(ii) To provide necessary safeguards for protection of employees from reprisals or victimization for whistle blowing in good faith.

A vigil mechanism for directors and employees to report genuine concern about unethical behaviour, actual or suspected fraud or violation to the Company's Code of Conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Company's website at the link https://www.nbccindia.in/webEnglish/policies

Commitment to Transparency and Accuracy: NBCC remains dedicated to delivering timely, accurate, and comprehensive information on all aspects of operations, adhering strictly to SEBI regulations. The dedicated Investor Relations team is pivotal in ensuring transparent and fair information dissemination, fostering trust and confidence among stakeholders.

Effective Communication with Investors: Effective communication with investors is integral to the corporate strategy. By maintaining well-informed investors, NBCC facilitates the development and maintenance of an informed market in its securities, enhancing corporate governance and promoting a culture of transparency in corporate activities and proposals.

Engagement with Stakeholders: In alignment with the guidelines issued by the Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Government of India, NBCC has actively organized and participated in numerous Investors Conferences and Conference calls. These initiatives are designed to engage with stakeholders, reinforce corporate governance practices, and strengthen investor relations by building robust relationships with stakeholders.

Comprehensive Online Resources: The corporate website (http://www.nbccindia.in) serves as a comprehensive resource for all stakeholders. It features the latest business developments, financial reports, announcements, schedules for analyst meets and investor conferences, news releases, and other pertinent information. Both current and archived materials, including presentations and announcements, are readily accessible under the "Investors" section of the website.

Timely and Transparent Disclosures: NBCC is committed to ensuring that investors and the market are fully informed about any information that could materially impact the price or value of its securities. This commitment is fulfilled through the timely disclosure of information via Stock Exchanges, maintaining the highest standards of transparency and accountability.

Corporate Communication

The Corporate Communication Division during the year has strived to integrate Corporate Communication activities with the Company's overall vision and strategy in order to serve the interest of all external and internal stakeholders and reinforce the positive corporate image of the Company. The division makes an effort to showcase the work of the organisation across various sectors where it has operations. In recent times, the company uses its social media handles, advertisements, films, exhibitions, interviews of the management to present its various achievements and development.

The accomplished number of activities during the period and major ones include:

• Extensive news coverage in print, electronic and online and social media by way of releasing press releases, creatives, text contents, pictures.

• Organizing Interviews and Press Meets.

• Brand building exercises for the Company by putting out advertisements, information, info-graphics etc. in print & electronic media highlighting the achievements of the Company

• Participation in sending entries regarding Awards for various categories instituted by organisations

• Sponsorship of various events and activities

• Leveraging the social media platforms like Facebook, X (formerly Twitter), Linkedin and YouTube for extensive brand building and disseminating important information and achievements of the Company. Creative design work meant for dissemination through Social Media platforms.

• Creation and updation of audio-visual Films

• Content generation, designing, editing & co-ordination of various publications

• In-house content management for scheduled calendar events such as Earth Day, Environment Day, Public Sector Day, Women's Day and national festivals etc.

• Providing support for in-house events and activities such as Foundation Day, Annual General Meetings, Vigilance Week and other such events.

• Website content development and regular updation of information.

Auditors an Auditor's Report Statutory Auditors

M/s ASA & Associates LLP, Chartered Accountants, was appointed as Statutory Auditors for the FY 2023-24 by the Comptroller and Auditor General of India (CAG). The notes on standalone financial statement referred in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' Report is attached with financial statements and forms part of this Annual Report.

However, Statutory Auditor placed a qualified Audit Report on Consolidated Financial Statement before the Board of Directors forming part of this Annual Report along with Management Reply.

Cost Auditors

The Company has prepared and maintained cost records as specified under Section 148 of The Companies Act 2013. The cost audit report for the FY 2022-23 has been filed within the prescribed timeline with MCA. The Board has appointed M/s R. M. Bansal & Co., Cost Accountants (FRN 000022), to audit cost records of the Company for the FY 2023-24.

Secretarial Auditors

Your Company has appointed M/s P.C. Jain & Co, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2023-24. The Secretarial Audit Report of NBCC contains certain observations. The Secretarial Audit Report details of observations and Management's reply thereon are forming part of this Report at Annexure-V.

Further, the Secretarial Audit Report of Material Subsidiary Company as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Comments of C&AG

Comptroller and Auditor General of India (C&AG) have given "NIL" comments on the financial statements (standalone and consolidated) of the Company for the FY 2023-24, forming part of this Report.

Audit Committee

Your Company has the Board Level Audit Committee in compliance of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of Audit Committee are included in the Corporate Governance Report at Annexure-II, forming part of this report.

Number of Meeting of Board of Directors

There were 12 (Twelve) Board meetings held in the FY 2023-24. The detail of the meetings are at Annexure-II

i.e. Corporate Governance Report forming part of this report.

Appointments/Cessations

During the FY 2023-24, changes in the Board of Directors have taken place. Details of the changes in the Board of Directors/ Key Managerial Personnel are given hereunder:

The strength of the Board of Directors of NBCC as on March 31, 2024 was eight (8), comprising of Three (3) Executive Directors (including CMD), Two (2) Government Nominee Directors and Three (3) Independent Directors. During the current FY 2024-25, pursuant of the Office Order No. O-17034/24/2021-PS dated July 02, 2024, the Ministry of Housing and Urban Affairs has conveyed approval of competent authority for appointment of Dr. Suman Kumar, Executive Director (Engg.), NBCC (India) Limited to the post of Director (Commercial), NBCC (India) Limited, with effect from the date of his assumption of charge of the post till the date of his superannuation, or until further orders, whichever is earlier. Accordingly, Dr. Suman Kumar (DIN: 06945624), has assumed the charge of Director (Commercial) w.e.f. July 02, 2024. Smt. B K Sokhey, Director (Finance) & CFO of the Company, on attaining the age of superannuation has ceased from directorship w.e.f June 30, 2024. Accordingly, Your Company's Board of Director has appointed Shri Saleem Ahmad, Director (Projects) as Chief Financial Officer of the Company w.e.f July 01, 2024.

The Independent Directors of the Company, in the opinion of the Board, possess integrity, requisite expertise and experience.

Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2023-24:

- Shri K.P. Mahadevaswamy, Chairman & Managing Director w.e.f October 01, 2023.

- Smt. Baldev Kaur Sokhey, Director (Finance) & Chief Financial Officer (CFO) (Superannuated on June 30, 2024).

- Shri Saleem Ahmed, Director(Projects) w.e.f April 19, 2023.

- Smt. Deepti Gambhir, Company Secretary & Compliance Officer.

- Shri Pawan Kumar Gupta, Chairman & Managing Director (Superannuated on September 30, 2023). Performance Evaluation of Directors

The Ministry of Corporate Affairs vide its notification dated June 5, 2015 has inter-alia exempted Government Companies from the performance evaluation of Directors, in case the Directors are evaluated by the Ministry or Department of the Central Government which is administratively in charge of the company, as per its own evaluation methodology.

Further, MCA vide notification dated July 5, 2017, also prescribed that the provisions relating to review of performance of Independent Directors and evaluation mechanism prescribed in Schedule IV of the Companies Act, 2013, is not applicable to Government Companies.

Further, in line with aforementioned exemptions, Sub-Sections (2), (3) & (4) of Sec. 178 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies.

Declaration by Independent Director

All the Independent Directors as on March 31, 2024 have met the requirements specified under Section 149(6) of the Companies Act, 2013 and rules made thereunder for holding the position of Independent Director and necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 was received.

Training of Directors

Your Company undertakes on-Boarding training for its Independent Directors to initiate them to the organization and its various operations including strategy, operations, organization structure, human resource, technology, risk management etc.

Further, the Company also invests in the learning of Board-level executives through seminars and conferences held in association with reputed institutions.

The Company has made the arrangement for internal training/outbound trainings of Independent Directors. The details of External Trainings provided to the Independent Directors during the FY 2023-24 are given hereunder:

Ihe Company s policy on Director straining can be accessed on the Company s website at the link nnps://www. nbccindia.in/webEnglish/policies

Annual Return

A copy of the Annual Return required under section 92 of the Companies Act, 2013 for the FY 2023-24, would be placed at the website of the Company at https://www.nbccindia.in/webEnglish/AnnualRetum

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and sustainability Report (BRSR) describes the Company's performance against the principle of "National Guidelines on Responsible Business Conduct".

This indicates the initiatives taken by the Company from social, environmental and governance perspectives. As a socially- responsible organization, your Company, during the FY 2023-24, has conducted all its business activities in complete respect of the environment and society, and in line with its Corporate Governance guidelines. A detailed Business Responsibility and Sustainability Report is enclosed as Annexure-VI.

Research & Development

The R&D division of NBCC aims to sponsor more in-house research projects focussed on identification of root cause, exploring multiple potential/effective remedies for problems faced by NBCC on its exiting sites whether under construction or maintenance. The R&D division has also proposed some proposals for inter-disciplinary research (Civil, MEP, Architectural, design, and environmental domains) on NBCC's own projects, in collaboration with reputed research universities under overall supervision of respective SBG/RBG heads.

Your Company, as per MoU with Administrative Ministry (MoHUA) is required to spend 2% of its annual profit on R&D activities. Accordingly, NBCC invites research proposals from reputed universities focusing on sustainability and durability in construction, including:

• Lower overall consumption of energy;

• Lower overall embedded energy in material used in construction;

• Lower consumption of water during construction;

• Increasing building service life of under construction or existing buildings;

• Prevention of corrosion in reinforced concrete under various new forms of concrete/ sand/ aggregate and

• Improving waterproofing technologies under different ambient conditions, etc.

NBCC being engaged in the construction sector, only verifies that the proposal for research pertains to and is aimed at benefit to construction sector in general, and preferably towards enhancing 'sustainability' in construction materials, processes and technologies. No specific problem being faced by NBCC is sent to any of the proposing institutes towards inviting research proposals for finding solution, which may fall under the definition of "services" or "consultancy". Some of the themes identified for funding are:

A) Reduction in time of execution or life cycle cost of the structures or utilities

B) Development of a new material, or a new process/technology for reduction in consumption of water and/or energy (STP/WTP, Lift, Fire-Extinguishers, HVAC system) or other materials with high embedded energy

C) Reduction in consumption of natural aggregate, natural sand, or cement.

NBCC has been at the forefront of encouraging and adopting sustainable construction. Some of the research projects sponsored in line with sustainable construction are given below:

• Reinforced Concrete (RC) Column and Steel (S) Beam Technique for Faster and Relatively Sustainable Construction.— IIT Roorkee

• Design and Development of Thermally Efficient Walling Unit. —IIT Roorkee

• Extraction of nano-materials from agricultural waste residue and its applications in the construction industry. —IIT Roorkee

• Enhancing Constructability by the Use of Embedded Steel Trusses in Reinforced Concrete Beams —IIT Roorkee

• Steel Brace to Reinforced Concrete Connection Scheme for Global Retrofitting of Seismically Deficient Structures— IIT Roorkee

• Creating Innovative structural systems for housing using straw and stubble - IIT Roorkee.

• From Cradle to Commercialization: Scaling-up and Validation of AgWACH in Construction Industry-IIT Roorkee.

• Pilot scale Tertiary Treatment Technique for Degradation of Emerging Contaminants by Ozonation - Biological Activated Carbon system -IIT Roorkee.

• Development of field ready bio-product for crack healing and anti-corrosive applications. -Thapar Institute of Engg.& Tech.

• A novel bi-directional electromigration rehabilitation (biem) technique for highly corroded reinforced concrete structures due to high admixed chloride.- Thapar institute of engg.& tech.

• Performance Evaluation of Sintered Fly ash Lightweight Aggregate in Concrete, BITS Pilani

• Sustainable Geomaterials: A Key to Foundation Decarbonization and Ground Improvement-BITS

• Multi-functional fibre reinforced bendable pavement quality concrete (MFB-PQC) with Recycled Coarse Aggregates and foundry waste sand for rigid pavements-BITS Pilani

• Novel Self-Healing Concrete using Electric Arc Furnace Slag based Alkali Activated Materials-Bits Pilani

A) Conservation of Energy:

All of R&D proposals are focused on sustainability, with energy saving as the core of focus area. Both processes & technologies that use less energy, and the use of materials with lower embedded energy in them, are the focus of the R&D Division.

i. Steps undertaken for Conservation of Energy:

• Replacement of incandescent bulbs with LED or CFL lighting to reduce energy consumption.

• Educating employees on energy-saving practices and encouraging them to participate in energy conservation efforts.

• Regular maintenance of equipment and machinery to ensure they are operating efficiently.

• Using energy-efficient appliances and office equipment.

• Integrating renewable energy sources, such as solar, into the company's premises.

ii. Steps taken by the Company for utilizing alternative sources of energy:

• Combining different renewable energy sources (like Solar panels) to ensure a stable and continuous energy supply.

• Installation of solar panels on company premises to generate electricity.

• Taking advantage of government incentives and subsidies for the adoption of renewable energy technologies.

iii. Capital investment on energy conservation equipments:

• Funding the replacement of traditional lighting systems with energy-efficient LEDs.

• Investing in installation of renewable energy infrastructure like solar panel.

• Investing in educating employees to enhance energy conservation practices.

i) The efforts made towards technology absorption:

R&D division frequently proposes demonstration of new technology (products, equipment, processes) that the innovators bring to R&D division.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution.

• Benefits sought to be achieved are reduction in consumption of water, energy, manpower expense, etc., and improvement in efficiency of processes and equipment such as improved quality of water in STP, reduced consumption of cement or natural sand, quicker construction, etc.

C) Foreign Exchange Earnings and Out-go

The details of foreign exchange earnings or during the FY 2023-24 are as under:

Foreign Exchange Earning: Rs. 143,09,29,703/- Foreign Exchange Out go: Rs. 230,35,74,013/-

Progressive Use of Hindi

The provisions of the Official Language Policy of the Government of India have been implemented in the company. Employees are encouraged to do their official work in Hindi. In the company, schemes like Hindi Noting-Drafting Incentive Scheme, Hindi Dictation Incentive Schemes etc. of the Department of Official Language, Ministry of Home Affairs have been implemented in which employees participate. Apart from this, in order to encourage the employees to do official work in Hindi, an internal competition named "Quarterly Hindi Vyavhar Pratiyogita" has also been implemented for 'A', 'B' and 'C' Region. During the year, several efforts have been made in the company to increase the progressive use of Hindi. During the year 2023-24, quarterly meetings of Official Language Implementation Committee (OLIC) were organized regularly to review the progressive use of Official Language Hindi in the Company.

During the year, Hindi workshops were organized to promote official use of Hindi typing, Unicode, Hindi noting and drafting etc. in which participants from Corporate Office, RBG, SBG and Zonal Offices participated.

Several awards were awarded to NBCC in the half yearly meeting of the Town Official Language Implementation Committee (TOLIC) Delhi (Undertaking-2) held on August 28, 2023.

Hindi Fortnight was organized from September 14, 2023 to September 29, 2023 with the objective to increase the use of Hindi in official work in the Corporate Office and to disseminate the possibilities of working in Hindi. During this period, "Hindi Essay Competition" was organized on September 05, 2023 and "Hindi Extempore Competition" was organized on 06th September, 2023 in which the personnel participated with great enthusiasm.

With the aim of increasing the use of official language Hindi in the official work of the company during Hindi Fortnight itself a special Hindi seminar was organized on September 14, 2023 from 11:00 am for the Heads of Divisions posted in the Corporate Office of NBCC (India) Limited and RBG/SBG/NSL offices located in Delhi/NCR.

During this period, the company registered its participation in the Third All India Official Language Conference organized by the Department of Official Language, Ministry of Home Affairs at Pune (Maharashtra) on 14^th and 15^th September, 2023.

The fifteenth and sixteenth issues of NBCC's Hindi magazine "Nirman Bharati" were also published during the year.

Inspections were conducted by the Rajbhasha Division to monitor the use of official language Hindi in day-to-day work at Corporate Office and Regional Business Groups (RBGs)/Strategic Business Groups (SBGs)/Zonal Offices.

Right to Information

Right to Information (RTI) Act, 2005 has empowered the Indian citizen to access information from public authorities, resulting in transparency and accountability to the working of the authorities. Your Company has appropriate mechanism to provide information to citizens under the provisions of Right to Information (RTI) Act, 2005.

The status of RTI received during the FY 2023-24 is as follows:

Significant and Material Orders

There was no significant and material order issued during the Financial Year 2023-24, which impact the going concern status and Company's operations in future.

Insolvency and Bankruptcy Code, 2016

During the FY 2023-24, no application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 against the Company. However, two (2) wholly owned subsidiaries of NBCC namely (1) NBCC International Limited and (2) NBCC Environment Engineering Limited has been dissolved by the Hon'ble NCLT w.e.f. July 05, 2023, and September 15, 2023 respectively under the Insolvency and Bankruptcy Code 2016.

Reporting of frauds by Auditors

During the FY 2023-24, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against your Company.

One time settlement and valuation

During the FY 2023-24, no event has taken place that give rise to reporting of details w.r.t. difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions.

Particulars of Employees

The provisions of Section 134(3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company's policy on Directors' appointment and other matters as required under Section178(3) of the Act are not required.

Similarly, Section 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ratio of the remuneration of each Director to the median employees remuneration and other such details, including the statement showing the names and other particulars of every employee of the Company, who if employed throughout part of the Financial Year, was in receipt of remuneration in excess of the limits set out in the rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

General:

Directors hereby state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. There was no issue of shares under ESOS to the employees.

2. Neither the Chairman & Managing Director nor the Whole Time Directors, received any remuneration or commission from the companies where they had been nominated or given additional charge.

3. The Company is compliant of the Secretarial Standards issued by the ICSI from time to time.

4. All directions issued by the Government of India during FY 2023-24 have been duly complied with by the Company.

5. The Company has prepared the policies and keep it amending as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the relevent policies are available on the Company's website at : https://www.nbccindia.in/webEnglish/policies

6. The link of the major policies on the website is given hereunder.

Acknowledgement

Your Directors thank the Government of India, State Governments, different Ministries Particularly Administrative Ministry i.e. Ministry of Housing and Urban Affairs (MoHUA), Ministry of Finance (MoF), Department of Public Enterprises (DPE), Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) for their co-operation & support.

We appreciate all the business partners, contractors, vendors and consultants in the implementation of various projects of the Company.

We acknowledge the untiring efforts and contributions made by the employees and their families at all levels to ensure that the Company continues to grow and excel.

We also appreciate all shareholders for their faith trust and confidence reposed on the Board of Directors of NBCC.