bigbloc construction ltd Directors report

To,

The Members,

Bigbloc Construction Limited

Your Directors have pleasure in presenting the 8^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2023.

1) FINANCIAL SUMMARY AND STATE OF COMPANYS AFFAIRS

PARTICULARS	STANDALONE		CONSOLIDATED
	Year Ended	Year Ended	Year Ended	Year Ended
	31/03/2023	31/03/2022	31/03/2023	31/03/2022
Revenue from operations	11382.75	10351.16	20010.61	17522.32
Other income	126.86	110.69	82.97	55.90
Profit Before Interest &	2756.90	1626.02	5083.49	2769.84
Depreciation
(-) Finance Cost	244.97	259.02	415.81	373.40
(-) Depreciation	378.90	395.94	608.02	587.50
Profit before tax & Exceptional	2133.02	971.05	4059.67	1808.94
items
(+) Exceptional Items	0	0	0	0
Profit Before Tax	2133.02	971.05	4059.67	1808.94
(-) Tax Expense	528.62	200.51	1046.09	200.51
Profit for the year after tax	1604.41	770.54	301357.73	1608.43
Earnings Per Share (Basic &	2.27	1.09	4.28	2.27
Diluted) (In )

The Standalone Gross Revenue from operations for FY 2022-23 was 11382.75 Lakhs (Previous Year: 10351.16 Lakhs). The Operating Profit stood at 2133.02 Lakhs as against 971.05 Lakhs in the Previous Year. The Net Profit for the year stood at 1604.41 Lakhs against a Profit of 770.54

Lakhs reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2022-23 was 20010.61 Lakhs (Previous Year: 17522.32 Lakhs). The Consolidated Operating Profit stood at 4059.67 Lakhs (Previous Year: 1808.94 Lakhs). The Consolidated Profit after tax stood at 301357.73 Lakhs (Previous Year: 1608.43 Lakhs).

There were no material events that had an impact on the affairs of your Company. There is no change in the nature of your Companys business during the year under review.

2) REAL ESTATE AND CONSTRUCTION INDUSTRIES DURING THE

YEAR

One of the biggest real estate markets in the world is in India. The industry has had many difficulties in recent years, yet it is still surviving against the odds. Despite unfavorable tendencies including increasing inflation, growing raw material costs, rising repo rates, 2022 has been a successful year for the real estate market.

The availability of effective projects given by developers that meet the expectations of purchasers continues to be the most advantageous element. In addition, purchasers desires to own their personal places have not changed over the course of the year, regardless of whether they are purchasing lands, homes or planned developments.

The market remained robust as more and more purchasers indicated a strong desire to possess their own spaces in the most prominent areas of their respective regions. According to experts, a healthy demand was already there in 2022, and they have great confidence that it would persist in the coming year amidst healthy economic progress.

One of the most promising years for Indian real estate in recent history will be 2023. After a considerable period, demand is now exceeding supply, which will turn the market into a sellers one.

The building material industry sprung back and got closer to the pre-covid levels. The sector registered a growth of 10% in 2022. As we are moving towards 2023 the industry is showing no signs of slowing downratheritisheadingtowardssignificantgrowth.

3) SHARE CAPITAL

The Paid up equity share capital as on 31^st March, 2023 was 1415.76 Lakhs divided into 7,07,87,875 equity shares of 2 each. During the year under review, the Company has neither issued any shares/ convertible warrant nor has granted any stock options and nor sweat equity.

4) DIVIDEND AND RESERVES

Your Directors have pleasure to recommend a dividend @ 20% i.e. 0.40/- per equity share of 2/- each for the financial year ended 31 ^st March, 2023. The dividend, if approved by the members in the ensuing Annual General Meeting, would absorb 283 Lakhs out of the distributable profits available.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. Accordingly, final dividend will be paid after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Companys website.

During the year under review, the Company has not transferred any amount to any of the reserves maintained by the Company.

5) CHANGE IN REGISTERED OFFICE OF THE COMPANY

Your Company has changed its registered office from 601 -B, ‘A Wing, International Trade Centre, Majura Gate, Ring Road, Surat-395 002 Gujarat, India to Office No. 908, 9 ^th Floor, Rajhans Montessa, Dumas Road, Magdalla, Surat-395007, Gujarat, India

6) DETAILS OF CHANGE IN DIRECTORS AND KEY MANAGERIAL

PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mohit Saboo (DIN No. 02357431), Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The details of the aforesaid director, his expertise in various functional areas as required to be disclosed under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, forms a part of the Notice of the ensuing Annual General Meeting.

The following changes took place in the composition of the Board of Directors during the financial year 2022-23:

1) Mrs. Nishtha Harivanshi Pamnani (Membership No.: A58276), has resigned from the position of Company Secretary and Compliance Officer w.e.f 4 ^th February, 2023.

2) Mr. Mohit Narayan Saboo, Director & Chief Financial Officer of the Company was appointed as the Compliance Officer of the Company w.e.f4 ^th February, 2023 till the appointment of Company Secretary as compliance Officer and ceased to hold the post of Compliance Officer due to appointment of Mr. Alpesh Somjibhai Makwana as Company Secretary & Compliance

Officer w.e.f. 17 ^th March, 2023.

3) Mr. Alpesh Somjibhai Makwana (Membership No.: A46284) has been appointed as the Company Secretary of the Company w.e.f 17^th March, 2023.

7) DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors of the Company have given declarations stating they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

All the Directors have also affirmed that they have complied with the Companys Code of Business Conduct & Ethics. In terms of requirements of the Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses, which are detailed in the Report on Corporate Governance.

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and

Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate

Affairs. The Independent Directors who were required to clear the online proficiencyself-assessment test have passed the test.

In the opinion of the Board, the Independent Directors fulfil the conditions of independence, are independent of the management, possess the requisite integrity, experience, expertise, proficiency and qualifications to the satisfaction of the Board of Directors. The details of remuneration paid the members of the Board is provided in the Report on Corporate Governance.

8) MATERIAL TRANSACTIONS POST THE CLOSURE OF FINANCIAL YEAR

The Wholly owned subsidiary company - Bigbloc Building Elements Private Limited having its plant for Greenfield Project of AAC Blocks located at Village: Kanchad - 421303, Taluka: Wada, District: Palghar, Maharastra has started Commercial Production with effect from 12 ^th April, 2023.

The Company has come under the cap of top 1000 companies based on Market Capitalisation; the Company has formulated Risk Management Committee pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted Dividend Distribution Policy as per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and obtained Directors and Officers Insurance pursuant to Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9) FINANCIAL STATEMENTS

Your Company has consistently applied applicable accounting policies during the year under review. The Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis which are subjected to limited review and publishes consolidated and standalone audited financial statements on an annual basis. There were no revisions made to the financial statements during the year under review.

The Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards as issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 ("Act") read with Rule 5 of the Companies

(Accounts) Rules, 2014, a statement containing salient features of the financial statements

Subsidiaries/Associate Companies/Joint Venture is given in Form AOC-1 and forms an integral part of this Report.

10) RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The transactions with related parties as per requirements of Indian Accounting Standard (Ind AS-24) – ‘Related Party Disclosures are disclosed in Note No. 47 of Notes to Accounts (Standalone Financial Statements) and Note No. 40 of Notes to Accounts (Consolidated Financial Statements). All Related Party Transactions are placed before the Audit Committee and also to the Board for approval. Omnibus approval was obtained for transactions which are of repetitive nature. The policy on materiality of Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link of the same has been provided in the Corporate Governance Report.

11) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS BY

THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the

Act are given in the notes to financial statements forming part of the Annual Report.

12) SUBSIDIARIES AND JOINT VENTURE COMPANY

Financial statements in respect of each of the subsidiaries shall be available for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The financial statements of subsidiary companies are also available on the website of the Company. During the year under review, none of the companies ceased to be subsidiary, joint venture or associate company of the Company.

The Consolidated Financial Statements of Bigbloc Construction Limited and its subsidiaries is prepared in accordance with Ind AS- 110 on Consolidated Financial statements and Equity method of accounting given in Ind AS – 28 on "Accounting of Investments in Associates in Consolidated Financial statements". The details of such subsidiary are as follows:

Sr. No. Name of company	Nature of relation
1. Starbigbloc Building Material Private Limited	Subsidiary
(Formerly known as ‘Hilltop Concrete Private Limited)
2. Bigbloc Building Elements Private Limited	Subsidiary
3. Siam Cement Big Bloc Construction Technologies Private Limited	Subsidiary

*Please note that Bigbloc Building Elements Private Limited has started Commercial Production in the Month of April, 2023 and Siam Cement Big Bloc Construction Technologies Private Limited is yet to commence its Operations in the Year 2023-24 (Tentatively).

13) DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; the annual accounts have been prepared in compliance with the provisions of the Companies Act, 2013;

b) the directors 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 year ended on that date;

c) the directors have taken properandsufficientcare for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

14) ANNUAL PERFORMANCE EVALUATION

Your Company believes that the process of performance evaluation at the Board level is pivotal to its

Board engagement and effectiveness. The Nomination and Remuneration Policy of the Company empowers the Board to formulate a process for effective evaluation of the performance of individual directors, Committees of the Board and the Board as a whole pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the Listing Regulations.

The Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on March 9, 2023, without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole; review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

15) POLICY ON DIRECTORS APPOINTMENT, REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE

ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:

The Board of Directors have framed a Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and payment of remuneration to other employees.

During the year under review, the Board of Directors at its meeting held on November 3, 2022 amended the said policy to align it with the provisions of Listing Regulations.

The policy also provides the criteria for determining qualifications, positive attributes and

Independence of Director and criteria for appointment and removal of Directors, Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Companys business strategies, values, key priorities and goals are in harmony with their aspirations. The policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought, experience, background, knowledge, ethnicity, perspective, age and gender at the time of appointment.

The Nomination, Remuneration and Board Diversity policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.

The Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is available on Companys website www.nxtbloc.in.

16) MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board/Committee meetings are pre-scheduled and a tentative annual calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation.

In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met Eight times during the year under review and has accepted all recommendations made to it by its various committees.

The details of the number of meetings of the Board held during the Financial Year 2022-23 and the attendance of Directors forms part of the Report on Corporate Governance.

17) COMMITTEES OF THE BOARD

The Board of Directors has the following Committees as on March 31, 2023: a) Audit Committee b) Nomination and Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Committee e) Risk Management Committee

The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report forming part of this Annual Report FY 2022-23.

18) MEETINGS OF MEMBERS

During the year under review, 7^th Annual General Meeting of the Company was held on

30^th September, 2022. No Extra Ordinary General Meeting was held during the financial year.

19) AUDITORS & REPORTS OF THE AUDITORS a) Statutory Auditor

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)re-enactment(s)/amendment(s) thereof, for the time being in force), M/s. RKM & Co., Chartered Accountants (Firm Registration No. 108553W) re-appointed as the

Statutory Auditors of the Company toholdoffice ^th Annual General Meeting till the conclusion of 10^th Annual General Meeting to be held in the year

2025, subject to the ratification by members at every Annual General Meeting to be held after 5 ^th Annual General Meeting on such remuneration and terms and conditions as may be mutually agreed upon by the Board of Directors and the Statutory Auditors subject to their eligibility under Section 141 of the Companies Act, 2013.

The Statutory Auditors Report forms part of the Annual Report. The Statutory Auditors report does not contain any qualification, reservation or adverse remark for the year under review. There was instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder.

b) Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Dhirren R. Dave & Co., Practicing Company Secretaries, Surat, Gujarat to conduct the secretarial audit of the Company for the financial year 2022-2023. The Secretarial Audit Report for the financial year 2022-2023 is annexed as Annexure-A to the Directors Report.

As per regulation 24A of SEBI (LODR) regulation, 2015 as amended from time to time, your Companys unlisted material subsidiary viz. Starbigbloc Building Material Private Limited has undertaken Secretarial Audit f for the financial year 2022-2023. Copy of Secretarial Audit Report of

Starbigbloc Building Material Private Limited is enclosed as Annexure B. The Secretarial Audit Report of your Company and its unlisted material subsidiary Starbigbloc Building Material Private

Limited does not contain any qualification, reservation or adverse remark.

c) Cost Auditor

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

20) INTERNAL FINANCIAL CONTROL SYSTEMS, ITS ADEQUACY AND

RISK MANAGEMENT

Internal Financial Control and Risk Management are integral to the Companys strategy and for the achievement of the long-term goals. Companys success as an organisation depends on its ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the

Company has robust internal financial controls which are adequate and effective during the year under review.

Your Company has an effective internal control and risk-mitigation system, which is constantly assessedfortheirsecondtermfromtheconclusion the5 and strengthened with new/revised standard operating procedures. The Companys internal control system is strong and commensurate with its size, scale and complexities of operations.

Ms. Anjana Parwal, Chartered Accountants was the internal auditors of the Company for the FY 2022-23.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit Committee suggests improvements and utilizes the reports generated from a Management Information System integral to the control mechanism. The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

The Company has framed the Risk Management Committee on 24^th May, 2023 which shall oversight on the Companys risks and is responsible for reviewing the effectiveness of the risk management plan or process. Risk management is embedded within the Companys operating framework and the

Company has a well-defined, internal financialcontrol structure. During the year under review, these controls were evaluated and no material weaknesses were observed in their design or operations.

The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

21) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings xible,of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to

Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companys website at www.nxtbloc.in.

22) CORPORATE SOCIAL RESPONSIBILITY ("CSR")

As part of its triple bottom-line approach to its business, Company has always considered the community as its key stakeholder. It believes that the community around its operations should also grow and prosper in the same manner as does its own business. Accordingly, Corporate Social Responsibility forms an integral part of the Companys business philosophy. To oversee all its CSR initiatives and activities, the Company has constituted a Board-level Committee - CSR Committee. The major thrust areas of the Company include healthcare, education, women empowerment, infrastructure support, integrated rural development, etc. which are aligned to the areas specified under Schedule VII to the Companies Act, 2013. The Annual Report on CSR activities of Financial

Year 2022-23 with requisite details in the specified format as required under Companies (Corporate

Social Responsibility Policy) Rules, 2014 (as amended) is enclosed at Annexure C and forms part of this report. The CSR Policy of the Company may be accessed on website of the Company.

23) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION& REDRESSAL) ACT, 2013

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, no complaints were reported to the Board.

24) HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company treats its "Human Resources" as one of its most important assets. The Companys fle purposeful. Theculturepromotes Company environmentthatistransparent, is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through stakeholders,andanyconductthatresultsinviolationofthe job rotation and job enlargement. During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

25) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Report.

26) CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from Companys Auditors confirming compliance forms an integral part of this Report.

27) ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in the prescribed format is available at the website of the company, www.nxtbloc.in.

28) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for Financial Year 2022-23, is annexed as Annexure-D to this Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.

29) INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

Since the Company was incorporated on June, 2015, there were no amount of Unclaimed dividend and interest thereon, which remained unpaid/unclaimed for a period of 7 years, required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central government pursuant to provision of Section 125 of the Companies Act, 2013 during the Financial Year 2022-2023.

The details of unpaid and unclaimed dividends lying with the Company as on 31^st March, 2023 are uploaded on the website of the Company.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting going concern status and Companys operations in future.

31) STATUTORY INFORMATION AND OTHER DISCLOSURES

a) The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure-E and forms an integral part of this Report.

b) The Disclosure required under Section 197(12) of the Act read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-F and forms an integral part of this Report.

c) During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

d) The Company has not accepted any deposits, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

e) No application has been made under the Insolvency and Bankruptcy Code. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

f) The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

32) CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

33) ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, local municipal corporations and various regulatory authorities for their co-operation and support to facilitate ease in doing business.

Your Directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.