NESCO Ltd

REPORT OF BOARD OF DIRECTORS

Dear Members,

The Board of Directors are pleased to present herewith the 65th annual report of Nesco Limited along with the audited financial statements for the financial year ended 31 March, 2024.

1. Financial Highlights

The table below gives the financial highlights of the Company for the year ended 31 March, 2024 on audited financial statements as compared to the previous financial year.

2. Review of Operations

The revenue for FY 2023-24 was Rs.78,312.87 lakhs, higher by 28.57% over the previous year's revenue of Rs.60,911.81 lakhs in FY 2022-23. The Profit After Tax ("PAT") for FY 2023-24 was Rs.36,278.36 lakhs registering a growth of 24.82% over the PAT of Rs.29,063.64 lakhs in FY 2022-23.

During the year under review, there was no change in the nature of the Company's business. The Company continued to be debt-free and maintained sufficient cash to meet its strategic and operational requirements. The Company's working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories, and other parameters.

The performance of the Company's divisions is detailed in the Management Analysis and Discussion Report.

3. Declaration and Payment of Dividend

In line with the practice of returning substantial free cash flow to shareholders and based on the Company's performance, your Directors are pleased to recommend a final dividend of Rs.6/- (300%) (Rs.4.50/- per equity share declared and paid in the previous year) per equity share of Rs.2 each for the financial year ended 31 March 2024. The total dividend for the financial year 2023-24, would involve a total outflow of Rs.4,227.60 lakhs.

The Dividend, as recommended by the Board of Directors, if approved by shareholders at the forthcoming AGM will be paid" on or before Tuesday, 20 August 2024 to those members" whose names are registered in the Register of members of the Company as on Friday, 26 July 2024 and to the beneficiary holders as per the beneficiary list as on Friday, 26 July 2024 provided by" National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL").

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. 1 April 2020 and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will be closed from Saturday, 27 July 2024 to Friday, 2 August 2024 (both days inclusive) for the purpose of Annual General Meeting and Dividend.

4. Dividend Distribution Policy

Dividend payout is in accordance with the Company's Dividend Distribution Policy. As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), the Dividend Distribution Policy is available on the Company's website at https://www.nesco.in/resources/images/pdf/policy/ dividend-distribution-policy.pdf

5. Share Capital

During the year under review, there was no change in share capital of the Company.

6. Transfer to Reserves

The closing balance of the retained earnings of the Company for FY 2023-24, after all appropriations and adjustments was Rs.50 lakhs.

7. Review of Subsidiaries a. Nesco Foundation for Innovation and Development:

Nesco Foundation for Innovation and Development, the Wholly Owned Subsidiary ("WOS") of your Company has gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 w.e.f. 20 October 2023 after seeking approval of its Board of Directors and the shareholders. Insolvency professional registered with Insolvency and Bankruptcy Board of India ("IBBI") is appointed as liquidator of this subsidiary for undertaking the liquidation process. Other formalities of liquidation are underway.

b. Nesco Hospitality Private Limited:

Nesco Hospitality Private Limited, erstwhile Wholly Owned Subsidiary ("WOS") of your Company had gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 and other applicable provisions read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 w.e.f. 17 January 2022. The final report after realisation of assets and liabilities is filed with the Registrar of Companies and Insolvency and Bankruptcy Board of India ("IBBI"). An order from National Company Law Tribunal ("NCLT") is awaited, on receipt of which the same shall be filed with the Ministry of Corporate Affairs ("MCA").

Your Company does not have any material subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

Since both the above subsidiaries are into liquidation there is no requirement for these subsidiaries for preparing its financial statements for the FY 2023-24.

8. Financial Statements

Your Company has adopted accounting principles generally accepted in India including the Indian Accounting Standards ("Ind AS") notified by Ministry of Corporate Affairs ("MCA") and the relevant provisions of the Companies Act, 2013 and the general circulars issued by the MCA from time to time. The material accounting policies which are consistently applied have been set out in notes to the financial statements. The annual financial statements together with the report of the auditors' thereon forms part of this annual report. Since the Company does not have any subsidiaries, joint venture companies or associates as on 31 March 2024, consolidation of accounts is not applicable to the Company.

9. Directors' Responsibility Statement

To the best of their knowledge and ability and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act that:

i. In the preparation of annual accounts for the year ended 31 March 2024, the applicable accounting standards have been followed and no material departures, have been made from the same;

ii. They have 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 of the Company for that period;

iii. They have 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, if any;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. Management Discussion and Analysis

As required by Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this annual report.

11. Directors and Key Managerial Personnel

As on 31 March 2024, the Board comprised of ten Directors (including two women Directors) eight of which were Non-executive Independent Directors, one Non-executive Non-independent Director and a Managing Director who is also the Chairman.

Mrs. Sudha S. Patel (DIN:00187055), Non-executive Non-independent Director, who retires by rotation at the ensuing AGM and being eligible has offered herself for re-appointment and continuation as a Director who has attained the age of (75) seventy-five years in terms of Regulation 17(1A) of the Listing Regulations. A resolution seeking shareholders' approval for her re-appointment along with other required details forms part of the Notice.

The Board of Directors at its meetings held on:

i. 24 May 2023 based on the recommendations of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Krishna S. Patel (DIN:01519572) as the Chairman & Managing Director of the Company for a period of five years w.e.f. 1 July 2023 upto 30 June 2028 which was subsequently approved by the shareholders at the AGM held on 4 August 2023.

ii. 12 July 2023 based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Manu M. Parpia (DIN:00118333) as an additional and Independent Director of the Company for a second term from 15 July 2023 till 31 March 2024 which was subsequently approved by the shareholders through a Postal Ballot on 7 October 2023.

iii. 12 July 2023 based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Dr. Ramakrishnan Ramamurthi (DIN:00120246) and Mr. Manish I. Panchal (DIN:08431492) as additional and Independent Directors of the Company to hold office for a term of five consecutive years w.e.f. 15 July 2023 upto

14 July 2028 which was subsequently approved by the shareholders through a Postal Ballot on 7 October 2023.

iv. 13 February 2024 based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Arun L. Todarwal (DIN:00020916) as an additional and Independent Director of the Company for a term of five consecutive years w.e.f. 13 February 2024 upto 12 February 2029 which was subsequently approved by the shareholders through a Postal Ballot on 21 March 2024.

v. 13 February 2024 based on the recommendations of the Nomination and Remuneration Committee, approved the re-appointment of Ms. Amrita V. Chowdhury (DIN:02178520) as an Independent Director of the Company for a second term of five consecutive years w.e.f. 14 May 2024 upto 13 May 2029 which was subsequently approved by the shareholders through a Postal Ballot on 21 March 2024. Mr. Mahendra K. Chouhan, Mr. Jai S. Diwanji, Mr. K.S. Srinivasa Murty and Mr. Manu M. Parpia ceased to be Directors of the Company from the close of business hours on 31 March 2024, pursuant to completion of their second term as Independent Directors of the Company. The ability of the Independent Directors to foster a collaborative and supportive environment has created a Board culture that was not only productive but was also deeply enriching. The Board places on record its appreciation for the substantial contributions made by these Directors.

In the opinion of the Board, all the Independent Directors are persons of integrity, fulfil requisite conditions as per applicable laws and are independent of the management of the Company. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. The Directors have further confirmed that they are not debarred from holding office of Director under any SEBI order or any such other authority. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year there has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the Non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving dividend on shares if any held by them, sitting fees for attending the Board and Committee meetings, and reimbursement of expenses, if any.

12. Key Managerial Personnel

Ms. Jinal J. Shah has resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 18 August 2023 and Ms. Shalini Kamath was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 8 November 2023.

Pursuant to the provisions of Section 203 of the Act, Mr. Krishna S. Patel, Chairman & Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Ms. Shalini Kamath, Company Secretary & Compliance Officer are the Key Managerial Personnel ("KMP") of the Company as on 31 March 2024.

13. Number of meetings of the Board

During the year under review, five meetings of the Board were held, the details of which are given in the Corporate Governance Report which forms part of this annual report. The maximum interval between any two meetings did not exceed one hundred and twenty days, as prescribed by the Act and the Listing Regulations.

14. 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 Board has constituted five committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee and Risk Management Committee. All the recommendations made by these Committees were accepted by the Board. Details of Committees, their composition, meetings held and attended by members, including their reconstitution post the change in the Board of Directors are provided in the Corporate Governance Report forming part of this annual report.

15. Board Evaluation

In terms of the provisions of the Act, the Rules made thereunder, Listing Regulations and the Nomination and Remuneration Policy of the Company, the Board of Directors have carried out an annual performance evaluation of its own performance, Board Committees and individual Directors.

In terms of the Nomination and Remuneration Policy of the Company, the Board of Directors at its meeting held on 13 February 2024 evaluated the performance of the Board, after seeking inputs from all the Directors based on a structured questionnaire containing criteria such as the Board composition and structure, effectiveness of Board processes, information, functioning, etc.

The performance of the individual Directors was based on criteria such as the contribution of the individual Director to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee Meetings, their contributions, recommendations to the Board, etc.

The above structured criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and The Institute of Company Secretaries of India.

The Independent Directors at their separate meeting, reviewed the performance of Non-independent Directors and the Board as a whole, Chairperson of the Company after considering the views of the Non-executive Directors, the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The performance was thereafter rated based on the criteria's set by the Nomination and Remuneration Committee. The overall performance evaluation exercise was completed to the satisfaction of the Board. The Board of Directors deliberated on the outcome and agreed to take necessary steps going forward.

16. Familiarisation Programme for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. Refer to the paragraph on Familiarisation Programme in the Corporate Governance Report.

17. Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has adopted a policy for the selection, appointment of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The Policy is available on the Company's website at https:// www.nesco.in /resources/images/pdf/policy/nomination-and-remuneration-policy.pdf

The NRC Policy provides details of the procedures and criteria for appointment and payment of remuneration to Directors, Key Managerial Personnel, Senior Management Personnel, and other employees of the Company. The salient features of the Policy is as under:

Whole Time Directors

The NRC shall be responsible for identifying suitable persons for appointment/re-appointment of the Directors of the Company. The proposed persons shall possess appropriate expertise, experience, and knowledge in one or more fields of business of the Company, finance, law, management, sales, marketing, administration, real estate, Corporate Social Responsibility, Corporate Governance, or such other areas related to the Company's business as determined by the NRC. The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission (variable components wherever applicable as per terms of appointment) to its Whole Time Director.

Salary is paid based on the recommendations of the Nomination and Remuneration Committee and as approved by the Board of Directors, subject to the approval of the shareholders within the limits stipulated under the Act and the Rules made thereunder. The remuneration paid to the Whole Time Director is determined keeping in view the industry benchmark and the relative performance of the Company compared to the industry performance.

Non-executive Directors

Non-executive Directors receive sitting fees for attending meetings of the Board and its Committees as per the provisions of the Act and the Rules made thereunder. Besides payment of sitting fees and dividends on equity shares, if any, held by the Non-executive Directors, no other remuneration or payments are made to them.

Key Managerial Personnel (KMPs other than Executive Director)

The Managing Director shall be responsible for identifying suitable persons for the position of Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary. While evaluating a persons for appointment as Key Managerial Personnel, factors such as competence, integrity, qualifications, expertise, skills, and experience shall be taken into consideration.

The remuneration of KMP other than the Executive Director largely consists of basic salary, perquisites, allowances and variable pay.

Perquisites and retirement benefits are paid according to the Company's policy. The NRC reviews the performance of the KMPs annually and recommends their increments for approval of the Board. Company while deciding the remuneration package also takes into consideration the expertise contributed by the KMP, current employment scenario and remuneration package prevalent in the industry and peer group companies.

Senior Management Personnel ("SMP")

The Managing Director reviews the performance of the SMPs and recommends the same for the approval of the NRC who thereafter recommends the same for approval of the Board. While deciding the remuneration package the Company also takes into consideration the current employment scenario and remuneration package prevalent in the industry and peer group companies.

Other employees

The appointment and remuneration including revision in remuneration of other employees shall be decided by the Human Resources Department in consultation with the matrix manager within the overall framework of compensation and appraisal practices of the Company and under the overall authority of the Managing Director.

18. Corporate Social Responsibility ("CSR")

Your Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and the Rules made thereunder. A brief outline on the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the FY 2023-24, the Company has spent Rs.504.11 lakhs towards CSR expenditure, in terms of the CSR annual action plan approved by the CSR Committee and the Board of Directors, from time to time. The CSR initiatives of the Company were under the thrust areas of education and health.

The CSR Policy is available on the Company's website at https:// www.nesco.in/resources/images/pdf/policy/CSR-policy.pdf. For other details regarding the CSR Committee please refer to the Corporate Governance Report, which is a part of this annual report.

19. Internal financial control systems and their adequacy

Internal controls are the backbone of governance. The Company has in place systems, policies and procedures for ensuring efficient conduct of its business, prevention and detection of frauds and errors with remedial measures and safeguard of the Company's assets. These financial controls also ensure the accuracy and completeness of the accounting records and the timely preparation of reliable financial statements as per the regulatory requirements.

The monitoring of these controls is undertaken by the Audit Committee through periodic management reviews and discussions with the Group Risk Committee members. The internal auditor conducts independent audits of various risk areas as per pre-approved internal audit plans. A section on internal control is included in the Management Discussion and Analysis Report forming part of this annual report.

20. Material changes and commitment, if any, affecting the financial position of the Company from the end of the financial year till the date of this Report

There were no material changes and commitment affecting the financial position of the Company from the end of the financial year till the date of this report. There has been no change in the nature of business of your Company.

21. Statutory auditors and audit report

M/s. Manubhai & Shah LLP, Chartered Accountants Firm Registration No.: 106041W/W100136), were re-appointed as statutory auditors of the Company to hold office for a second term from the conclusion of the 60th AGM (held on 5 August 2019) upto the conclusion of the 65th AGM (to be held on 2 August 2024). As per the provisions of the Act and the Rules made thereunder no listed company shall appoint an audit firm (including its affiliate firms) as auditors for more than two terms of five consecutive years. M/s. Manubhai & Shah LLP, Chartered Accountants, will complete their second term at the conclusion of the forthcoming 65th AGM. The Board places its appreciation for the services rendered by the retiring auditors during their term as the statutory auditors of the Company.

Pursuant to Section 139 of the Act, and on the recommendation of the Audit Committee, it is now proposed to appoint, M/s. S G D G & Associates LLP ("S G D G") Chartered Accountants (Firm Registration No.: W100188), as statutory auditors of the Company for a term of five consecutive years from the conclusion of the 65th AGM till the conclusion of the 70th AGM at such remuneration as may be determined by the Board of Directors and the said auditors from time to time on the recommendation of the Audit Committee.

After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company based on the recommendation of the Audit Committee has proposed the appointment of S G D G as the statutory auditors of the Company.

S G D G have consented to their appointment as the statutory auditors and have confirmed that the appointment if made, would be within the limits specified under Section 141(3)(g) of the Act and that they are not disqualified to be appointed as the statutory auditors in terms of the provisions of Section 139 and 141 of the Act and the Rules framed thereunder. The Company has received the willingness, eligibility, and peer review certificate from the proposed statutory auditors.

A brief profile of the said auditors and other information required for their appointment is forming part of the Notice of the 65th AGM and the Board recommends seeking consent of its members at the ensuing AGM for appointment of the said auditors.

The report given by the retiring auditors M/s. Manubhai & Shah LLP, on the financial statements of your Company for the financial year ended 31 March 2024 is part of the annual report. The notes on the audited financial statements referred to in the Auditors' Report are self-explanatory and do not call for any comments. The Auditors' Report does not contain qualifications, reservations, adverse remarks or disclaimers.

The auditors have issued an unmodified opinion on the audited financial statements for the financial year ended 31 March 2024. During the year under review, the auditors have not reported any matter under Section 143(12) of the Act and therefore no details are disclosed under Section 134(3)(ca) of the Act.

22. Cost auditors and audit report

Your Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, your Company has been making and maintaining such cost records as per the requirements. In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors has appointed M/s. Y.S. Thakar & Co., Cost Accountants, (Firm Registration No. 000318) being eligible, as cost auditors of the Company, to carry out the cost audit of the products manufactured by the Company in relation to the financial year ending 31 March 2025 for its Indabrator division at Gujarat. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder.

The cost auditors have confirmed they are not disqualified to be appointed as the cost auditors of your Company for the year ending 31 March 2025. The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of the Act and Rules made thereunder, the requisite resolution for ratification of remuneration of the cost auditors by the members has been set out in the Notice of the 65th AGM of your Company. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the cost auditors would be reasonable, fair and commensurate with the scope of work carried out by them. The cost audit report for the year ended 31 March 2023 was filed with the Ministry of Corporate Affairs on 19 June 2023.

The cost Auditors' Report does not contain any qualifications, reservations, adverse remarks, or disclaimers. During the year under review, the cost auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are disclosed under Section 134(3)(ca) of the Act.

23. Secretarial auditor and audit report

The secretarial audit for the financial year ended 31 March 2024 was carried out by Ms. Neeta H Desai (COP No. 4741) of M/s. ND & Associates, Practicing Company Secretary. The report given by the secretarial auditor is set as Annexure B and forms an integral part of this report. The secretarial audit report does not contain any qualifications, reservations, adverse remarks, or disclaimers except for their observation which is self-explanatory and detailed in the secretarial audit report.

During the year, the secretarial auditor has not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act. In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Neeta H. Desai of ND & Associates, Practicing Company Secretary as the secretarial auditor of the Company for the financial year ending 31 March 2025. Your Company has received her written consent that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder.

The secretarial auditor has confirmed that she is not disqualified to be appointed as the secretarial auditor of the Company for the financial year ending 31 March 2025 and also holds the peer review certificate.

24. Risk Management

The objective of the Risk Management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively, and improve organisational resilience and sustainable growth.

Your Company has developed and implemented a Risk Management Policy. The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Board has set the terms of reference on the basis of which the Committee functions and is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee has additional oversight in financial risks and controls. In the opinion of the Board of Directors during the year, there were no elements of risks identified which may threaten the existence of the Company. Details of the constitution of the Risk Management Committee are given in the Corporate Governance Report.

A section on Risk Management practices of the Company is included in the Management Discussion and Analysis Report, which forms part of this annual report.

25. Whistle Blower Policy and Vigil Mechanism

Your Company has zero tolerance for any form of unethical conduct or behaviour and it adheres to uncompromising integrity in the conduct of its business. The Company has in place a Whistle Blower Policy through which its Stakeholders, Directors, and Employees can report genuine concerns about unethical behaviour and actual or suspected fraud or violation of the Company's Code of Business Conduct and Ethics.

The Policy provides for adequate safeguards against victimisation of Director(s)/ Employee(s) who may avail redressal mechanism as stipulated under the Policy. It also provides for direct access to the Chairman of the Audit Committee as may be applicable. It is affirmed that no person has been denied access to the Audit Committee. The e-mail id for reporting genuine concerns is whistleblower@nesco.in

This Policy is available on the website of the Company at https://www.nesco.in /resources/ images/pdf/policy/whistle-blower-policy.pdf and also is posted on the intra net of the Company. During the year, an awareness session was conducted for the employees on the said Policy.

26. Particulars of Loans, Guarantees, and Investments

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

27. Related Party Transactions

During the year under review, prior approval of the Audit Committee and Board of Directors was sought for Related Party Transactions ("RPTs") wherever required. The RPTs entered by the Company with the related parties were on arm's length basis and in ordinary course of business. Except to the extent of the shares held in the Company, the remuneration and sitting fees paid to the Directors of the Company, none of the Directors and Key Managerial Personnel have any material pecuniary relationship vis-?-vis the Company. The details of the RPTs as per Ind AS-24 on Related Party Disclosures are set out in Note no. 42 to the audited financial statements of the Company.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and the weblink is h t t p s : // w w w. n e s c o . i n /r e s o u r c e s / i m a g e s /p d f/p o l i c y/ policy-on-related-party-transactions.pdf

28. Significant and material orders passed by the regulators/courts/tribunals

During the year under review no significant or material orders were passed by the regulators or courts or tribunals which has impact on the Company's going concern status and its operations in the future.

29. Compliance with Secretarial Standards

During the FY 2023-24, the Company has complied with the Secretarial Standards on meetings of the Board of Directors and general meetings issued by the Institute of Company Secretaries of India.

30. Corporate Governance

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a certificate of compliance from the auditors' forms part of the annual report.

31. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars of Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo as prescribed under Section 134(3)(m) of the Act and Rules made thereunder are set out in Annexure C to this report.

32. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, are annexed as Annexure D to this report.

In terms of the provisions of Section 197(12) of the Act and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, details of employee's remuneration form part of this report. However, as per the provisions of Sections 134 and 136 of the Act, the annual report and financial statements are being sent to the members and others entitled thereto, excluding the information on employees' particulars. Any member interested in obtaining a copy of the same may write to the Company Secretary at companysecretary@nesco.in

33. Annual Return

The annual return of the Company for the financial year ended 31 March 2024 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.nesco.in/financials Refer the section annual reports-annual return.

34. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder.

An Internal Complaints Committee ("ICC") has been setup to redress complaints received regarding sexual harassment. The Policy has set guidelines on the redressal and inquiry process that is to be followed by complainants and the ICC whilst dealing with issues related to sexual harassment at the workplace. All women employees (permanent, temporary, contractual and trainees) are covered under this Policy.

The Policy also provides for the requisite checks, balances and safeguards to ensure that no employee is victimised or harassed for reporting and bringing up such incidents in the interest of the Company. The ICC has not received any complaints during the financial year.

This Policy is available on the website of the Company at h t t p s : // w w w. n e s c o . i n /r e s o u r c e s / i m a g e s /p d f/p o l i c y/ policy-on-sexual-harrassment-at-workplace.pdf. The same is also available on the intranet of the Company. During the year, an awareness session was conducted for the employees on the said Policy.

35. Business Responsibility and Sustainability Report

In terms of Regulation 34 of the Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under the Business Responsibility and Sustainability Report ("BRSR").

The BRSR seeks disclosure on the performance of the Company against nine principles of the National Guidelines on Responsible Business Conduct ("NGRBC"). As per the SEBI Circulars, effective from the FY 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation and forms an integral part of this report.

36. Credit Rating

The Company continues to remain debt free. There was no requirement to avail credit rating from any agencies for the year under review.

37. Human Resources

Please refer to the paragraph on Human Resources and Industrial Relations in the Management Discussion and Analysis section.

38. General disclosures

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

(a) details relating to deposits covered under Chapter V of the Act;

(b) issue of equity shares with differential rights as to dividend, voting or otherwise;

(c) raising of funds through preferential allotment or qualified institutions placement;

(d) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and

(e) instance of one-time settlement with any bank or financial institution.

39. Acknowledgement

Your Directors wish to convey their appreciation for the support extended by its customers, bankers, employees, government agencies, suppliers, shareholders' and all others associated with the Company as its business partners.