NBCC India Ltd Directors Report

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NBCC India Ltd Share Price directors Report

Dear Shareholders,

On behalf of the Board of Directors 66th Annual Report on the business and operations of NBCC (India) Limited along with Audited Financial Statements (Standalone and Consolidated) for the FY ended March 31, 2026 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 FY under review are as follows:

2025-26 2024-25
Particular Consolidated Standalone Consolidated Standalone
INCOME
Revenue from Operations 12,888.61 9,755.31 12,043.78 8,730.56
Other Income 307.27 300.14 229.21 213.15
Total Income(A) 13,195.88 10,055.45 12,272.99 8,943.71
EXPENSES
Purchases of Stock-in-Trade/ Land & Material 470.06 233.98 241.79 21.33
Consumed
Change in Inventories of Real Estate Projects (228.78) (188.74) 142.98 147.98
Work & Consultancy Expenses 11,381.46 8,638.76 10,351.63 7,512.75
Employees Benefit Expenses 379.22 299.32 348.09 267.05
Finance Cost 0.03 0.01 0.06 0.01
Depreciation and Amortisation Expense 13.07 9.23 7.44 3.80
Impairment losses/ (Reversal of Impairment Losses) (57.51) (60.23) (62.39) (76.21)
Write offs 173.98 169.88 276.14 253.11
Other Expenses 153.46 120.27 116.23 88.17
Total Expenses(B) 12,284.99 9,222.48 11,421.97 8,217.99
Profit before share of Profit /(Loss) in JV, 910.89 832.97 851.02 725.72
Exceptional Items and tax
Share of Profit/(Loss) in Joint Ventures (Net of 0.27 - (0.05) -
Tax) (C)
Exceptional Items (D) (80.16) (80.16) 95.96 95.96
Profit Before Tax (PBT) (E) 991.32 913.13 755.01 629.76
Tax Expense (F)
i. Current Tax 216.53 177.72 140.55 93.56
ii. Deferred Tax 34.97 34.54 55.64 59.33
iii. Tax w.r.t. Earlier Years (2.63) (2.42) 1.40 0.76
Profit After Tax (PAT) (E-F) 742.45 703.29 557.42 476.11
Earnings Per Share (Basic & Diluted) 2.67 2.60 2.00 1.76
-on face value of 1 per equity share

During the FY 2025-26, the company has strategically entered into the business of leasing of Real Estate assets as part of its Real Estate Operations which now constitutes a core operating activity of the Company and accordingly, the accounting policy has been revised to classify income from such leasing activities under Revenue from Operations. Comparative figures for the previous year have been restated accordingly, as stated above.

Operations and Business Performance

For the FY 2025-26, total income of your Company was

10,055.45 Cr (standalone) and 13,195.88 Cr (consolidated) whereas profit after tax was 703.29 Cr (standalone) and 742.45 Cr (consolidated).

MoU Performance (CPSEs Performance Agreement with Administrative Ministry & DPE) for FY 2024-25

NBCC Achieves ‘Excellent Rating from DPE for FY 2024-25

NBCC, a Navratna Central Public Sector Enterprise (CPSE) under the Ministry of Housing and Urban Affairs (MoHUA), has been awarded an ‘Excellent rating by the Department of Public Enterprises (DPE) for its outstanding performance under the annual Memorandum of Understanding (MoU) for FY 2024-25.

According to the consolidated performance ratings by the Department of Public Enterprises (DPE), NBCC achieved an impressive score of 97.58. This accomplishment places NBCC as the top performer in the Consultancy & Construction sector.

This recognition underscores NBCCs consistent operational excellence, financial discipline, and leadership in delivering infrastructure projects of national importance.

For FY 2025–26, NBCC has delivered robust financial results along with notable achievements in key physical parameters.

For FY 2025–26, the company recorded a consolidated capacity utilization of 33.16 million sq. ft. of built-up area and overseas revenue of 211.12 crore.

NBCC has achieved 99% procurement through the Government e-Marketplace (GeM), demonstrating its strong commitment to transparent, efficient, and technology-driven public procurement in line with Government of India guidelines.

These accomplishments reaffirm NBCCs dedication to infrastructure development and its continued contribution to national progress.

Compliance Parameters under MoU FY 2025–26

NBCC remained fully committed to compliance with the applicable guidelines and directives of the Department of Public Enterprises (DPE) during FY 2025-26. The Company complied with the prescribed CSR expenditure requirements and adhered to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations relating to Corporate Governance. NBCC successfully onboarded five operational Trade Receivables Discounting System (TReDS) platforms and ensured timely payments to Micro and Small Enterprises (MSEs) within the stipulated 45-day period as prescribed under the MSMED Act, 2006. The Company achieved the prescribed procurement targets from MSEs and Women-owned MSEs; however, the target for procurement from SC/ST-owned MSEs could not be fully achieved due to limited SC/ST-owned MSEs vendor availability in medical equipment and facilities.

Further, the Company submitted its Leadership Development Plan to the Department of Public Enterprises (DPE) and submitted a Nil Non-Core Assets (Land & Building) Monetisation Plan to DPE through the Administrative Ministry, confirming that there are no surplus non-core land and building assets identified for monetisation.

These initiatives reflect the Companys commitment to good governance, inclusive growth, operational excellence, and adherence to national policy objectives.

The MoU for FY25-26 on Consolidated basis includes the following compliance parameters, along with their compliance status thereof is as under:

S. No. Parameter Remarks
1 DPE guidelines issued time to time on CSR expenditure by CPSEs. The Company has Complied all DPE guidelines issued time to time on CSR expenditure
2 Compliance of provisions in the Companies act, 2013 (or SEBI (LODR) regulations in case of listed entities) on Corporate Governance such as: *The Company has Complied all Compliance of provisions in the Companies Act, 2013 as mentioned.
(i) Composition of Board of Directors
(ii) Board Committees (Audit Committee etc.)
(iii) Holding Board Meetings
(iv) Related Party Transaction
(v) Disclosures and Transparency
3 Onboarding of CPSE on all operational TReDS platforms The Company has successfully onboarded on all five TReDS platforms, namely RXIL, Invoicemart, M1xchange, C2treds, and DTX, and continue to encourage MSE vendors to use the TReDS portal.
4 Timely payments to MSE vendors as prescribed in MSMED Act All bills/invoices due for payment to MSEs vendors were made within the prescribed 45-days timeline.

Reserves

The Company did not transfer any amounts to its general reserve during the FY ended March 31, 2026.

Dividend

Your Directors has recommended a Final Dividend of Rs.

0.46/- (i.e. 46%) per Paid-up Equity Share of Rs. 1.00/- each for total 270 crore number of Equity Shares for the FY

2025-26 which is subject to the approval of shareholders in ensuing Annual General Meeting of the company.

The details of Interim Dividend are as follows:

1st Interim dividend of Rs.0.21/-(i.e. 21%) per fully

Paid-up Equity Share of Rs. 1/- declared on August

07, 2025 and Record date for determining the eligible shareholder was August 13, 2025.

2nd Interim dividend of Rs.0.21/-(i.e. 21%) per fully

Paid-up Equity Share of Rs. 1/- declared on November

13, 2025 and Record date for determining the eligible shareholder was November 19, 2025.

3rd Interim dividend of Rs.0.12/-(i.e. 12%) per fully

Paid-up Equity Share of Rs. 1/- declared on February

18, 2026 and Record date for determining the eligible shareholder was February 25, 2026.

Accordingly, the total dividend for the financial year 2025-26, including the Interim and proposed Final Dividend, amounts to Rs. 270 Crore (Rs. 1/- per paid-up equity share (i.e. 100% on 270 crore equity shares of face value Rs. 1/- each).

Information regarding un-paid dividend and corresponding equity shares duly transferred to IEPF during the FY 2025-26 is giving in the Corporate Governance Report at Annexure-II.

Share Capital

During the financial year 2025-26 there has been no changes in the Authorised share capital and Paid-up capital of the company. The Authorised share capital of the company stood at Rs.1,000 crore divided into 1000,00,00,000/-

(One Thousand Crore) Equity Shares of 1/- (Rupee

One only) each.

Further, the paid-up Share capital of the company is Rs.270 crore divided into 270,00,00,000/- (Two Hundred Seventy

Crore) Equity Shares of 1/- (Rupee One only) each.

Disinvestment by Government of India

There was no disinvestment by the Government of India (GOI) in the Company during the FY 2025-26.

Further, GOI is holding 1,66,73,68,639 equity shares of

1/- each and accordingly holds 61.75% of total shareholding of the Company.

Awards Conferred

NBCC (India) Limited continued its journey of excellence and innovation in FY 2025-26, earning multiple prestigious accolades across sustainability, construction, CSR, digital transformation, and public sector excellence. Key highlights include:

1. Sustainability and Environment

GRIHA 5-Star Green Rating: for Vanijya Bhawan

GRIHA 5-Star Rating: for Kaushal Bhawan

2. Construction and Infrastructure Excellence

Excellence in Built Environment 2024-25: at 28th Annual IBC Convention

Real Estate Leadership Icon: at 17th National Convention of NAREDCO Really Icons 2025.

Iconic Residential Project: NBCCs Type-II Quarters at GPRA Sarojini Nagar, New Delhi.

Indian Concrete Institutes Construction Excellence Award 2025: for Sowa Rigpa Hospital & Sustainable Construction at NamoGhat.

Best Construction Projects at CIDC Vishwakarma Awards 2026: for Development of Permanent Campus of Indian Institute of Management Sambalpur, Odisha.

3. Corporate Social Responsibility (CSR) and Human Resources

Felicitated for initiative in eradication of malnutrition by providing milk to underprivileged children at Gadchiroli (Maharashtra), at Ranchi (Jharkhand) and at Telangana.

19th Exceed HR & CSR Awards for 2025:

Best for Empowering Talent through Innovative and Impactful Training Initiatives, and

Best Award for "Naaripreneur – For Her"

Kalinga CSR Excellence National Award- 2024: at 10th National Conclave on Environment, Energy, and Climate Change (EECC) 2025.

Kalinga CSR Excellence National Award- 2025 (Gold Category): at 11th National Conclave on Environment, Energy, and Climate Change (EECC) 2026.

4. Digital and Cyber Excellence

PSE Excellence Award 2025: Enterprise Security Category at Indian PSE Summit.

Cybersecurity and Data Protection Award: at tenth PSU IT Awards by Governance Now.

5. Communication and Language Promotion

Shield for producing its in-house Hindi magazine, "Nirman Bharti": at Half- Yearly NAKARAS meeting.

Membership

During the FY 2025-26 NBCC enrolled as member in following organisations/Associations:

S. No. Name of Membership
1 SCOPE
2 Institute of Directors (IOD)
3 PhD Chamber of Commerce
4 CII (Confederation of India Industry)
5 PEPC (Project Exports Promotion Council)

Deposits

During the FY 2025-26, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31, 2026.

Loan, Guarantees and Investments

Details of Loan, Guarantees and Investments, as required under section 186 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, have been given in the notes to the financial statements forming part of this Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the FY 2025-26, the Company had total Five (05) subsidiaries out of which Four (04) are wholly owned subsidiaries (100%) namely; NBCC Services Limited (NSL), HSCC (India) Limited (HSCC), NBCC Overseas Real Estate LLC (foreign subsidiary) and NBCC DWC-LLC (foreign subsidiary) and one subsidiary i.e. Hindustan Steelworks Construction Limited (51%).

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

Details of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies of NBCC during the year is given hereunder:

Details of the Company that has become a subsidiary during the FY 2025-26 NBCC Overseas Real Estate LLC
Details of the Company that has become a Joint- Venture/Associate during the FY 2025-26 Nil
Details of the Company that has Ceased to be a subsidiary during the FY 2025-26 Nil
Details of the Company that has Ceased to be a Joint- Venture/Associate during the FY 2025-26 Nil

*For NBCC R.K. Millen refer Note-49 of Consolidated Financial Statement for FY 2025-26

The Company has formulated a policy for 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 A statement containing the financial performance and salient features of financial statements of the Companys subsidiaries and JVs in Form AOC-1 in terms of the provisions of Section 129(3) of the Act, is annexed to the consolidated financial statement of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://www.nbccindia.in/

Merger and Acquisitions

NBCC has a wholly-owned subsidiary named HSCC (India) Limited. A Scheme of Arrangement for merger of HSCC with NBCC has been proposed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Department of Investment and Public Asset Management (DIPAM) and MoHUA conveyed its no-objection to the proposed merger in July 2026. Thereafter, a joint first motion application was filed before the Ministry of Corporate Affairs/ Central Government on July 17, 2026.

The proposed Scheme is subject to approval/sanction of the competent authority and receipt of such governmental, statutory and regulatory approvals, directions and filings as may be applicable. Pending effectiveness of the Scheme, NBCC and HSCC continues to operate as a separate legal entity and the financial statements have been prepared on a going-concern basis.

Human Resource Development

Human Resource policies form the cornerstone of a cohesive, high-performing, and sustainable organization. They provide a structured framework that aligns employee conduct with organizational objectives while fostering a work environment that is compliant, inclusive, respectful, and productive. In an evolving business landscape, a robust HR policy framework serves as a guiding force, reinforcing the principles of transparency, fairness, accountability, and ethical governance across all aspects of human resource management. It reflects NBCCs commitment to nurturing a people-centric culture that supports organizational excellence and employee growth.

NBCC has established comprehensive HR policies and procedures that underscore its unwavering commitment to employee welfare, professional development, and good governance. During the year, the Company further strengthened its employee welfare initiatives by introducing the NBCC Lease Accommodation Policy for regular employees, enabling them to secure quality housing in proximity to their place of posting and thereby enhancing their overall quality of life and work-life balance.

Additionally, in line with its continued focus on employee health and well-being, NBCC enhanced the Mediclaim coverage for employees by increasing the sum insured by 1 lakh p.a. totalling to 4 lakh p.a., providing greater financial security and healthcare support to its workforce.

Category wise details on recruitment of General/OBC/SC/ST categories during FY 2025-26:-

S. No. Group General (No.) OBC(No.) EWS(No.) SC (No.) % ST (No.) % Total (No.)
1. A 17 15 7 5 10.41 4 8.33 48
2. B - - - - - - - -
3. C 3 22 3 4 11.76 2 5.88 34
Total 20 37 10 9 10.97 6 7.3 82

NBCC is compliant with Government of India directives on all matters related to reservation for SC/ST/OBC/Ex-Servicemen/ physically disabled Candidates in all recruitment drives.

No. of Regular/NMR/PRW/WE Employees as on March 31, 2026

S. No. Employees Particulars Numbers
1. No. of Regular 1146*
2. No. of NMR (Non Master Roll) 62
3. No. of WE/PRW (Work Establishment/Piece Rated Worker) NIL

*This does not include the Board Level Employees and CVO.

Women Employees (category wise) as on March 31, 2026:

General OBC EWS SC ST PWD Total
60 25 1 20 10 2 118

Discipline and Category wise manpower as on March 31, 2026

Category CVO Engineer(C/ E/M/ PHE/ ARCH/ SYS/ENGG/ PLNG/STR Finance HRM Market OTHERS (RB/LAW/ BOARD/CC/ PROTOCOL/ INV. REL) Secretariats Technical (OtherThan ENGG.) i.e. DPM/SPE/ PE/ ASM/ JSE/JEI/ JE II Opera- tivelevel Total
Board - 2 1 - - - - - 3
CVO 1 - - - - - - - 1
A - 607 128 60 10 25 5 6 - 841
B - 41 - 3 2 1 2 - 49
C(S1) - - - - - - 47 47
C(S2) - - 1 14 15
C(S3) - 102 - - - - - 1 103
C(W3) - - -
C(W4) - 15 15
C(W5) - 45 45
C(W6) - 3 28 31
TOTAL 1 752 129 63 10 27 10 8 150 1150

Training

Building Capability Through Learning & Development

At NBCC, we firmly believe that continuous learning and professional development are fundamental to organizational growth, operational excellence and long-term sustainability. During the financial year 2025-26, 137 different programs were conducted for employees, Key Managerial Personnel (KMPs) & Board of Directors (BoDs) through both in house

& External Training initiatives. The organization conducted a wide range of technical, safety, behavioural, leadership and compliance-related training programs. These included programs on Civil Engineering Mastery, Risk Management Policy, Cash Flow Statements as per Ind AS & Schedule III, 3 days Safety Workshop, Leadership Development Programs, Program on New Labour Codes, Reservation Policy and Rosters, Health Awareness Talks, ESG Leadership, POSH, RTI, Preventive Vigilance, BRSR Compliance Training Programs to name a few.

The programs were delivered through in-house learning platforms and also reputed institutions such as the Institute of Directors (IOD), Indian Institute of Corporate Affairs (IICA), Indian Institute of Management, DPE, DMRC, etc.

Additionally, familiarisation and orientation programs were conducted for newly appointed/ recruited Directors and employees to facilitate their integration into the organization and familiarize them with its policies, processes and work culture.

Further, under the Rashtriya Karmayogi Programme of the Capacity Building Commission (CBC), 587 employees participated in one-day training programs conducted across 26 batches in Delhi NCR, Guwahati, and Kolkata.

The organization also fostered employees to undertake online certification courses through the National Programme on Technology Enhanced Learning (NPTEL) platform. The Training & Skill Development Centre continues to contribute towards creating an empowered, skilled and motivated workforce aligned with the organizations vision, values and commitment to excellence. In training total 3766 man-days were achieved during the FY 2025-26.

Industrial Relations(IR)

NBCC maintains harmonious and cordial industrial relations across all levels within & outside organization.

NBCC values its relationship with the Trade Unions and Associations functioning in the company and regular meetings are conducted with representatives. Any issues or grievances raised during meetings are reviewed and resolved in alignment with company policies.

Over the past decade, NBCC has reported zero man-hour loss due to harmonious industrial relations which is testament to its proactive and employee-centric approach.

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 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. Details of complaints during FY 2025-26 is given hereunder:

Number of complaints of sexual harassment received during the Financial Year Nil
Number of complaints disposed off during the Financial Year NA
Number of cases pending for more than ninety days NA

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 at Annexure - I.

Directors Responsibility Statement

Your Directors confirm that:- a) In the preparation of the annual accounts for the financial year ended March 31, 2026, 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 such internal financial controls are adequate and were operating effectively and; f) The directors had devised proper systems 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, i.e. DK Chhajer & Co., Chartered Accountants, along with Management Reply forms part of this Report. The Corporate Governance Report for the year ended March 31, 2026 is at Annexure-II.

Contracts and Arrangements with Related Parties

The Related Party Transactions undertaken with subsidiary companies are exempt under Regulation 23(5)(a) and (b) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, as they involved transactions between two Government companies and transactions between the holding company and its wholly owned subsidiaries, whose accounts are consolidated with the holding company and presented to the shareholders for approval at the General Meeting.

Further, the disclosure of such transactions in Form AOC-2. is at Annexure-III.

Your Company has formulated the policy on dealing with Related Party Transactions and the same is hosted on the website at https://www.nbccindia.in/webEnglish/policies.

Quality Assurance/Quality Control

During FY 2025-26, the Company established a dedicated "Technical/Quality Audit Division, responsible for overseeing quality audits and ensuring compliance with the revised

Quality Assurance & Quality Control Manual 2023, across all ongoing construction projects.

This division conducts audits nationwide using structure checklists to verify adherence to statutory requirements and internal technical circulars/guidelines at various project sites. NBCC has established a comprehensive "Quality Management System (QMS)", in which Quality Assurance focuses on preventing defects, rigorous implementation of standards and guidelines, accompanied by Quality Control which concentrates on detecting defects in deliverables and ensuring adequate corrective measures. Together, Quality Assurance (QA) and Quality Control (QC) bridge quality gaps, strengthen compliance, and enhance project outcomes.

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, 2029. 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/HODs-HO at a 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.

SCOPE OF ISO 9001:2015

The scope of ISO 9001:2015, is "all activities carried out for providing Project Management Consultancy & execution of the Projects".

ISO QUALITY POLICY:

The "Quality Policy" as per ISO 9001: 2015 is as below:-

To keep on uplifting & maintaining the quality standards in providing Project Management Consultancy & Execution of Projects in order to sustain a high level of customer satisfaction by comprehensively meeting the stated needs of customers & proactively attending to their expectations.

To deliver projects in time and within cost with excellent quality and to become a trustworthy Project Management Organization to esteemed customers.

To make Quality an obsession and to carry commitments to comply with the applicable requirements and to continually improve the effectiveness of our Quality Management System.

ACHIEVEMENTS in FY 2025-26

1. Completion of at least 90% of projects within the scheduled frame: Target 90%, Achieved 89%.

2. To address the customer complaints within 60 days :Target 90%, achieved 90%.

3. To conduct structural review meetings by all RBGs/SBGs/Zones at least once a month: Target 100%, Achieved 100%.

4. Adoption of Green Building Features in at least 90% of the Projects: Target 90%, Achieved 100%.

5. To organize training program from time to time for services offered by the organization: Target

100%, Achieved 100%.

Safety

At NBCC, we are acutely aware of the inherent risks associated with the construction industry. However, we firmly believe that accidents are not inevitable and that, with sustained effort, vigilance, and discipline, such unfortunate incidents can be prevented. On numerous occasions, including recent conferences and review meetings, emphasis is made on the importance of maintaining uncompromising quality and safety standards across all our projects.

NBCC (I) Ltd. 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 practices/measures to ensure the goal of achieving Safety at its work places. NBCC has ‘Safety Division to implement Safety Policy at the project sites.

Further in FY 2025-26 safety audits have been conducted at 120 projects against the target of 100 projects, several safety awareness programmes including the training to drivers, guards and other staffs have been successfully completed across various locations. In addition to regular safety compliance measures, we are in the process of revising the existing Safety Guidelines (2016). Furthermore, we are at an advanced stage of obtaining ISO 45001 certification with respect to Occupational Health & Safety. Measures taken by NBCC to ensure a safe and healthy workplace: 1. NBCC has a Safety Policy in place, which includes the General Safety Guidelines – 2016 and a Safety Inspection Checklist. 2. The General Conditions of Contract, applicable to all construction contracts, contain a dedicated section (Section-4) titled "Labour Safety, Health & Sanitary Rules and Regulations including forms," outlining labour safety provisions to be implemented by the contractor. 3. As per the General Conditions of Contract, for projects valued at 50 crore and above, contractors are required to engage an experienced and reputed agency from NBCCs empanelled list for monitoring and auditing safety measures at construction sites. 4. Periodic safety audits are conducted by NBCCs Safety Division. 5. NBCC observes National Safety Day/Week annually at offices and project sites to raise awareness about safety protocols and to encourage employees and workers to contribute to a safer workplace.

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. In-house 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 on ERP. This reduces the communication time, 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

OPD Reimbursement Module

Fixed Asset Management Module

Gem-ERP Integration

TA bill Reimbursement module.

Sensitive Post management

Biometric Attendance – Mobile App attendance system integration with Salary module

Online NPTEL reward/reimbursement module

Fixed Asset Module

PRMS trust Module

Vigilance Record Management Module

The ERP system enabled with Audit trails features for every transaction and got audited by CERT-In empanelled agency. 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.

E-office has been extended to HSCL, HSCC and NSL, subsidiary companies of NBCC.

Online Solution for Board Meeting: It is comprehensive digital platform to streamline and automate corporate secretarial and board meeting management processes. The solution facilitates efficient handling of board meetings, committee meetings, agenda circulation, minutes recording, document management etc.

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.

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. The division also managed the online recruitment portal for invitation of application from candidates. The new portal also developed for Invitation of Expression of Interest (EoI) for application to allotment of flats to home buyers of Amrapali project.

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 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 NBCCs directory page.

Electronic Correspondence (Email) - NBCC uses electronic correspondence (email) for all internal and external Communications for faster and paperless communication. The official mail ID is provided to all employees with the new domain, i.e. @nbccindia.com.

Information Technology (IT) Security Policy – In the financial year, the Information Technology (IT) Security Policy is enhanced with hardening policy, user access review policy, risk management policy, cloud security policy, incident management policy, Business Continuity Plan (BCP)

& Disaster Recovery (DR) policy, website protection best practices, IT equipment management policy, cyber security best practices, confidential and NDA policy, exception management policy etc. to ensures a secure and safe system for the usage of information services and assets while protecting the organization from security threats.

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 for ERP, Web portal, IT Infrastructure including in-house Data Centre, End Point devices. 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. The

Company has successfully implemented the end point security solution including the Data Loss Protection (DLP) features to all desktops systems and additionally the Domain Controller- Active Directory (DC-ADC) also implemented for safeguarding all the IT systems. The infrastructure end point devices have latest processor and operating system to avoid any cyber threats. All applications are enabled with two-factor authentication for secured access.

In the current scenario, all departments are integrated with the ERP/DMS/e-Office for internal process. The Company has organised multiple training programs on cyber security awareness, artificial intelligence implementation in Company to enhance operation excellency and increase transparency in work.

In-house/Cloud Data Centre Operation and Maintenance:

NBCC (India) Limited has established a comprehensive and secure IT infrastructure built on a hybrid model that integrates an in-house data centre with Infrastructure-as-a-Service (IaaS) from the MeitY-empanelled Government Community Cloud. This approach provides a flexible, scalable, and resilient platform that supports the organisations critical business operations and digital initiatives.

The in-house data centre forms the backbone of NBCCs internal IT environment. It houses several core systems such as the staging and testing servers of all critical applications, antivirus management system, eOffice application, domain controller (DC), additional domain controller (ADC), and the attendance management server. These systems support development, internal network services, and day-to-day operational needs. The facility is equipped with enterprise-grade hardware and is managed standard data centre practices to ensure stability, efficiency, and security.

To manage mission-critical workloads such as the ERP application, Document Management System, Insider

Trading application, and official websites, NBCC utilizes the Government Community Cloud services offered through MeitY-empanelled providers. These cloud-hosted environments support high-availability production applications and store sensitive data in compliance with national digital governance standards. The use of the

Government Community Cloud ensures adherence to data sovereignty and security requirements as mandated by the

Government of India.

Security is a key pillar of NBCCs infrastructure strategy. A robust firewall solution has been deployed at the network gateway to safeguard the entire infrastructure against external threats. Additionally, NBCC uses patch management software to ensure timely updates and vulnerability mitigation for both servers and endpoint systems. Endpoint protection measures are integrated to guard against malware and unauthorized access across devices. To assess and strengthen its security posture, NBCC conducts regular Vulnerability Assessment and Penetration Testing (VAPT) on its infrastructure and applications. Furthermore, the organization performs annual risk analysis and implements mitigation strategies to proactively address potential security threats and maintain regulatory compliance.

In terms of data protection, NBCC relies on Veeam Backup & Replication software to back up both its application servers and databases. This solution supports automated incremental backups, efficient storage management, and rapid recovery capabilities, allowing NBCC to restore services quickly in the event of data loss or system failure. To ensure preparedness for potential service interruptions, NBCC conducts disaster recovery (DR) drills twice a year, validating its ability to recover critical services within acceptable timelines. These exercises include full backup server and restoration drills using the MeitY-empanelled Government Community Cloud, where NBCC maintains its disaster recovery environment. This proactive approach to DR ensures continuous business operations and enhances organizational resilience.

NBCCs approach to IT infrastructure is aligned with industry best practices and government compliance frameworks. By leveraging the capabilities of both in-house systems and secure cloud platforms, supported by strong security practices and regular audits, NBCC demonstrates a forward-looking IT strategy focused on resilience, security, and operational excellence.

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 Companys NBCC-Dividend Distribution policy_16012025

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 Companys website, at the link CSR_POLICY_UPDATED 2024_62085_692523_02_06_2025.pdf During the FY 2025-26 your Company spent Rs. 587.49 Lakh 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 Annual Report on CSR activities forms part to this Annual Report as Annexure-IV.

Compliance of DPE Guidelines and Policies

During the FY 2025-26 your Company has complied with the guidelines and policies issued by Department of Public Enterprises from time to time.

Compliance with Maternity Benefit Act, 1961

During the FY 2025-26 your Company has complied with the provisions of the Maternity Benefit Act, 1961.

MSME Implementation

Your Company is complying with the mandatory Public Procurement Policy 2012.

The details of procurement for the FY 2025-26 are as follows:

FINANCIAL YEAR 2025-26 (Standalone)

S. No. DETAILS RS. (IN CRORE) PERCENTAGE (%) OF TOTAL PROCUREMENT
1 TOTAL PROCUREMENT 17.79 -
2 MSE 11.23 63.13
3 SC/ST 0.79 4.44
4 WOMEN 1.39 7.81

It is also pertinent to mention here that no payment is outstanding beyond stipulated timeline to any MSE as on March 31, 2026.

Risk Management

NBCC operates in the construction and real estate sectors, which involves various uncertainties considered typical for these industries. The company is subject to external and internal risks that may impact both financial and non-financial outcomes. NBCC has implemented a Risk Management Policy designed to mitigate these risks while developing and executing strategies and objectives aimed at long-term sustainability. The policy also assists NBCC in managing risks within its daily operations to achieve stated objectives. NBCC uses a three-tier reporting structure for risk management:

Top level: The Risk Management Committee (RMC) consists of the Board level Director with the Chief Risk Officer (CRO) serving as the Member Secretary. RMC is to formulate Risk Management Policies, its implementation & to monitor, evaluate and mitigate risk associated with the company. Risks that remain unresolved or require strategic intervention are escalated to the Board of Directors for further deliberation.

Middle level: The Risk Assessment Committee (RAC) consists of the Heads of relevant Divisions at the Head Office level, with the Chief Risk Officer (CRO) serving as the Head of the Committee. The RAC is responsible for reviewing, assessing, and monitoring identified risks and recommending appropriate mitigation measures. Risks that remain unresolved or require strategic intervention are escalated to the Board Level Risk Management Committee (RMC) for further deliberation.

Lowest level: Risk Coordinators comprise all Regional Business Group/Strategic Business Group Heads and other Heads of Departments. They are responsible for identifying, assessing, reporting, and monitoring risks within their respective functional areas and ensuring timely updates in the Risk Management system.

Development & Implementation of Risk Management Framework

NBCC (India) Limited has established a robust and dynamic Risk Management framework aligned with ISO 31000:2018 and other global best practices. The Company recognizes the importance of identifying, assessing, and mitigating risks proactively to ensure sustainable business growth. The Risk Management Policy, last revised in 2026, provides a comprehensive mechanism for managing risks at both the enterprise and project levels.

The policy outlines a structured process involving identification of key risks, prioritization based on impact and likelihood, formulation of mitigation plans, and regular monitoring and reporting. The Board is periodically updated on the key risks and the effectiveness of mitigation strategies, thereby embedding risk awareness across the organizational culture and decision-making processes.

Risks, Threats and Concerns:

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

Market Volatility: 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/ nonavailability of labour affecting progress of works at sites.

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.

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. Re-development Projects: Legal hurdles, including court stays and delayed statutory approvals, have impacted project execution and funding. Due to legal issues/court stay order, sales & marketing was affected in Nauroji Nagar. The clearance for statutory authorities also is taking considerable time which in turn affecting project progress in Netaji Nagar & Sarojni Nagar.

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 Expect Credit Loss (ECL).

Taking Over External Projects: Any unforeseen liability in connection with the takeover of external projects leads to litigations and may adversely affect business and financial condition of NBCC. Competition Risk: The entry of other PSUs into the construction space has heightened competition, often leading to aggressive pricing and lower PMC charges. This erodes NBCCs market share and profitability.

Expansion into New Business Areas: Venturing into sectors like tunneling, dams, highways, and port development requires substantial investment in skilled manpower and machinery. Resource constraints in these areas could impede successful diversification.

Strategic, Operational, Financial & Compliance Risks

NBCC is exposed to:

Strategic Risks: Rapid technology changes, pricing pressures, and political or social uncertainties.

Operational Risks: Delayed site handovers, unstable cash flows, and resource constraints.

Financial Risks: Client-side payment delays hampering project cash cycles and contractor payments.

Compliance Risks: Delays in obtaining statutory clearances affect project timelines and regulatory compliance.

The Company remains committed to mitigating these risks through a proactive risk management framework, as detailed in its Risk Management Policy.

Internal Financial Control

NBCC has established robust internal financial controls to ensure compliance with the financial reporting requirements set forth in Section 134(5)(e) of the Companies Act, 2013. These internal controls are functioning effectively, as confirmed by our statutory auditors. Additionally, we engage external consultants to conduct annual tests of our internal financial controls related to financial reporting.

The controls are crafted to ensure that we maintain accurate accounting records and conduct our business in an orderly and efficient manner. This includes following the Companys policies, protecting our assets, and preventing as well as detecting fraud and errors. Additionally, we strive to ensure the reliability of our financial and operational information. Our internal control systems, including Internal Financial Controls over Financial Reporting, are continuously reviewed and discussed in our Audit Committee meetings. Management is proactive in implementing necessary changes to keep pace with evolving business needs.

The Company has established a clear delegation of financial powers outlined in its Sub-Delegation of Power book, which is regularly revised to meet the evolving needs of the organization. Our in-house Internal Audit and Technical Audit Departments are appropriately sized to match our operational scale. The internal audit program, including its scope and plan, receives approval from the Audit Committee. We engage external audit firms to conduct our internal audits, and the resulting reports are reviewed in collaboration with both management and the Audit Committee. Additionally, the Statutory Auditors and the Audit Committee of the Board consistently evaluate key audit findings in operational, financial, and other domains, providing essential guidance regarding our internal controls.

Vigilance Activities and Initiatives

The Vigilance function in 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 2025 with full enthusiasm from 27-10-2025 to 02-11-2025 on the theme ""G?{Z?M H$R G??H?${V GO AM?> H$R G_?{? Vigilance: Our Shared Responsibility". 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. 3 Months Campaign of Vigilance Awareness Week 2025 was also under taken from 18-08-2025 to 17-11-2025 on the following Preventive Vigilance measures as focus areas:- a. Disposal of Pending Complaints. b. Disposal of Pending cases. c. Capacity Building Programs. d. Asset Management e. Digital Initiatives

Further, the 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 1, dated January 24, 2018. The details of status of Cases during the FY 2025-26:-

S. No. Name of Membership No. of Cases Nature of Cases
1 Number of Cases at the beginning of FY 2025-26 03 The nature of cases/ complaints are normally tender related, procedural lapses and financial irregularities related matters
2 Number of Cases received during the FY 2025-26 89
3 Number of Cases disposed of during the FY 2025-26 82
4 Number of Cases Pending at the end of the FY 2025-26 10

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.

Systematic Improvement Undertaken:

Standard Operating Procedure (SOP) formulated to streamline procurement process through GeM portal by fixing the role and responsibility of requisitioning authority, admin division and accepting authority.

Provision created in Contracting GCC to recover amount paid in excess along with interest, in case of inadvertent error in booking of measurement in bill and subsequent overpayment made to contractor in order to avoid any undue advantage being passed on.

Guidelines formulated for finalization of estimated Cost

Put to tender for the work of Third-Party Quality Agency.

Provisions made in GCC Consultancy/Contractor (EPC/ PMC works)w.r.t. to following parameters- A. Details of deployment of Key Personnel by consultant. B. Provision of Professional Liability Insurance for consultant.

C. To set Minimum eligibility criteria/credentials of consultant to be appointment by contactor in EPC contract.

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, your Company has formulated ‘Whistle Blower Policy which seeks: (i) to ensure greater transparency in all aspects of the Companys 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 Companys 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 Companys Code of Conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Companys website at the link NBCC WHISTLE BLOWER POLICY_12042022 after IA comments approval.docx

Investors Relations Cell

At NBCC (India) Limited, we recognise the critical role that Investor Relations (IR) plays in fostering transparency, trust, and long-term value creation for all stakeholders.

To further institutionalise this function, NBCC is proud to be among the few Central Public Sector Enterprises (CPSEs) to establish a dedicated and structured Investor Relations team.

Dedicated Investor Relations Structure

In line with global best practices, NBCC has established a structured Investor Relations (IR) team that operates under the direct leadership of the Executive Director (Finance).

The team comprises 2 3 professionally qualified managers who work closely with the ED (Finance) and report directly to the Director (Finance) & CMD. This structure ensures seamless communication of investor insights and concerns to senior management and vice versa, reinforcing NBCCs commitment to responsiveness and transparency.

The IR team enjoys direct access to top management, enabling it to serve as an effective bridge between investors and leadership. This two-way communication helps align investor feedback with strategic business decisions and ensures that investor perspectives are duly considered in key policy and operational matters.

Defined Scope and Engagement Framework

The Investor Relations cell function at NBCC operates within a clearly defined and proactive engagement framework, which includes:

Quarterly Investor Conference Calls

Conducted quarterly earnings release to update stakeholders on performance, outlook, and address investor queries.

One-on-One & Group Investor Meetings

Numerous structured meetings are held with a broad base of domestic, global investors and analysts to communicate NBCCs strategic direction and performance.

Domestic & Global Roadshows

NBCC regularly organizes domestic and global investor roadshows to enhance engagement with the investment community, showcase the Companys growth strategy, business outlook, and key developments, and strengthen relationships with existing and prospective investors across global and domestic capital markets.

Open-Door Policy

NBCC encourages open and ongoing dialogue with all investor segments, ensuring timely resolution of queries and fostering an environment of transparency.

NBCC Investor Day 2026

NBCC successfully concluded Investor Day in June, 2026 in Mumbai under the leadership of the Chairman & Managing Director and Director (Finance). The event brought together more than 120 investors, analysts, and market participants, providing a platform for meaningful discussions on the Companys business performance, growth strategy, redevelopment opportunities, infrastructure transformation initiatives, and outlook.

The event showcased NBCCs evolving role as a key partner in Indias urban transformation through redevelopment, asset monetisation, project management consultancy, and infrastructure development. The interactions reinforced stakeholders confidence in the Companys long-term growth prospects and its commitment to contributing towards the vision of Viksit Bharat @2047 through sustainable value creation and nation-building initiatives.

Research Coverage Expansion:

During the year, NBCC further strengthened its capital market visibility with the initiation of equity research coverage by Elara Capital and Ventura Securities Limited. The expanded analyst coverage is expected to enhance investor awareness, improve market understanding of NBCCs business fundamentals, and support broader engagement with the investment community.

DigitalEnablementandReal-TimeCommunication

NBCC also leverages digital platforms and analytics to maintain ongoing and informed investor engagement. All investor presentations, earnings releases, and key updates are promptly published on the Companys website and stock exchange portals for wider accessibility and regulatory compliance.

Technology is employed to monitor shareholding trends, price movements, and investor sentiment enabling the IR team to proactively advise management and respond swiftly to emerging concerns or opportunities.

The IR team remains consistently responsive to queries from shareholders, analysts, and institutions, reinforcing the Companys reputation for openness, credibility, and good governance. These efforts collectively contribute to long-term trust and informed investor decision-making.

Corporate Communication

NBCC, through its Corporate Communications Department, plays a pivotal role in enhancing the companys brand visibility and stakeholder engagement. The department employs a multi-channel approach including social media, print, electronic media, exhibitions, and audio-visual content to highlight NBCCs achievements across sectors. A revamped, user-friendly website launched in 2021 serves as a digital gateway for project updates, services and publications. The company maintains active social media presence on Twitter, Facebook, LinkedIn and YouTube, effectively showcasing project progress, CSR initiatives, employee highlights and corporate videos to a broad audience.

NBCC also engages in regular media outreach through press releases, interviews and participation in National events to ensure a strong public presence. Corporate films, coffee table books, brochures and advertisements further strengthen brand identity. Participation in exhibitions, sponsorship of cultural and technical events have helped reinforce NBCCs position as a trusted public sector entity. Moving forward, NBCC aims to expand its communication efforts with a stronger digital footprint and more innovative storytelling to continue building a powerful, recognizable brand.

Auditors and Auditors Report

Statutory Auditors

M/s D. K. Chhajer & Co., Chartered Accountants was appointed as Statutory Auditors for the FY2025-26 by the Comptroller and Auditor General of India (CAG). The notes on standalone financial statement referred in the Auditors 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.

Further, Statutory Auditor placed an Unmodified Audit Report on Standalone and consolidated financial Statement of the Company for the FY 2025-26 before the Board of Directors.

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 2025-26 has been filed within the prescribed timeline with MCA.

The Board had appointed M/s. Chandra Wadhwa & Co., Cost Accountants, (Firm registration no. 000239) to audit cost records of the Company for the FY 2025-26.

Secretarial Auditors

Your Company has appointed M/s. Agarwal S. & Associates, Practising Company Secretaries (Firm Registration Number P2003DE049100) as Secretarial Auditor of the Company for one term of 5 consecutive years i.e.from April 01, 2025, to March 31, 2030 (‘the Term) in their 65th Annual General Meeting (AGM), on such terms & conditions, including remuneration as may be determined by the Board of Directors. The NBCCs Secretarial Audit Report for FY 2025-26 and Managements reply thereon are forming part of this Report at Annexure-V.

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

Comments of CAG

Comptroller and Auditor General of India (CAG) have given "NIL" comments on the financial statements (standalone and consolidated) of the Company for the FY 2025-26, forming part of this Report.

Audit Committee

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

Pursuant to the Companies Act, 2013 and the rules framed thereunder, 17 (Seventeen) Board meetings were held during the FY 2025-26. The details of the meeting are forming part of Corporate Governance Report attached to this report.

Board of Directors and Key Managerial Personnel

Appointments/Cessations

Details of the changes in the Board of Directors/ Key Managerial Personnel are given hereunder:

S. No. Name of the Directors Appointment Cessation
1. Shri Saleem Ahmad (Director (Projects) - 23.12.2025
2. Shri Vishal Puri (Independent Director) 23.05.2025 -
3. Shri Rajeev Kumar (Independent Director) 09.05.2025 08.05.2026
4. Shri Bhimrao Panda Bhosale (Independent Director) 23.04.2025 22.04.2026
5. Dr. Deepak Singh (Independent Director) 23.04.2025 22.04.2026

The strength of the Board of Directors of NBCC as on March 31, 2026 was Nine (09), comprising of Three (03) Executive Directors (including CMD), Two (02) Government Nominee Directors and Four (04) Independent Directors. During the current FY 2025-26, pursuant of the Office Order No. O-17034/39/2014-PS(Part-1) dated April 23, 2025, the Ministry of Housing and Urban Affairs has conveyed approval of competent authority for appointment of Dr. Deepak Singh and re-appointment of Shri Bhimrao Panda Bhosale as Independent Director of NBCC (India) Limited, for a period of 01 year from the date of notification of their appointment/ re-appointment or until further orders whichever is earlier. Further, pursuant of the Office Order No. O-17034/39/2014-PS and order No. O-17034/39/2014-PS(PART-I) dated 09.05.2025 and 20.05.2025 respectively, the Ministry of Housing and Urban Affairs (MoHUA) has conveyed approval of competent authority for re-appointment of Shri Rajeev Kumar and appointment of Shri Vishal Puri as Independent Director of NBCC (India) Limited, for a period of 01 year and 03 years respectively from the date of notification of their appointment/re-appointment or until further orders whichever is earlier.

During the FY 2025-26, the company has regularised the appointment of Shri Anjeev Kumar Jain, Shri Rajeev Kumar, Dr. Deepak Singh, Shri Vishal Puri and Shri Bhimrao Panda Bhosale in 65th Annual General Meeting (AGM) held on September 24, 2025. The Independent Director, 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 2025-26:

Shri K. P. Mahadevaswamy, Chairman and Managing Director

Dr. Suman Kumar, Director (Commercial)

Shri. Anjeev Kumar Jain, Director (Finance) & Chief Financial Officer (CFO)

Shri. Saleem Ahmad, Director (Projects) till December 23, 2025

Smt. Deepti Gambhir, Company Secretary & Compliance Office The Ministry of Corporate Affairs vide its notification dated June 05, 2015 notified the Exemptions to Government Companies from the provisions of the Companies Act, 2013, which inter-alia provides that Sec.134 (3) (p) regarding statement on formal annual evaluation shall not apply to Government Companies in case the Directors are evaluated by the Ministry which is administratively in-charge of the Company as per its own evaluation methodology.

Further, in line with exemptions, Sub-Sections (2), (3) & (4) of Sec.178 of the Companies Act, 2013 regarding appointment, performance evaluation and remuneration shall not apply to Directors of Government Companies.

Declaration by Independent Director

All the Independent Directors till the date of cessation during the FY 2025-26 have met the requirements specified under

Section 149(6) of the Companies Act, 2013 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 by the Company.

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 2025-26 are given hereunder:

Sl. No. Name of the Program Offline/ Online Internal/ External Number of BODs who attended the program Duration in days Total Mandays Date
1 Institute Of Directors Elite Masterclass for Directors Certification: Designed for Boardroom Excellence Offline External 3 3 9 04.04.2025 - 06.04.2025
2 Residential Workshop on Board Governance Offline External 2 3 6 04.09.2025 - 06.09.2025
3 ICSI Board Mentorship Programme Offline External 2 4 8 18.09.2025 - 21.09.2025
4 Directors Certification in ESG Leadership Offline External 3 3 9 27.10.2025 - 29.10.2025
5 Directors Certification Master Class Offline External 3 3 9 07.01.2026 - 09.01.2026
6 Three Day Capacity Building Program Offline External 1 3 3 22.12.2025 - 24.12.2025
7 Financial Intelligence for Directors Offline External 2 3 6 07.01.2026 - 09.01.2026
8 Directors Certification in Risk Governance & Leadership Offline External 4 2 8 12.03.2026 - 13.03.2026
9 BRSR Compliance Training Session of BOD & KMP on Sustainability & ESG Strategy Online External 6 0.5 3 20-Mar-26
10 BRSR Compliance Training Session of BOD & KMP on Familiarization Programs ESG risks and regulations related to the business Online External 6 0.5 3 20-Mar-26
11 BRSR Compliance Training Session of BOD & KMP Climate Risk Governance and Enterprise Risk Management Online External 6 0.5 3 20-Mar-26
12 BRSR Compliance Training Session of BOD & KMP on POSH Online External 6 0.5 3 20-Mar-26
13 BRSR Compliance Training Session for BOD & KMP on Data Privacy & Cybersecurity Online External 3 0.5 1.5 25-Mar-26
14 BRSR Compliance Training Session for BOD & KMP on Anti- Bribery & Anti-Corruption Online External 3 0.5 1.5 25-Mar-26
15 BRSR Compliance Training Session for BOD & KMP on Human Rights Oversight Online External 3 0.5 1.5 25-Mar-26

The Companys policy on Directors training can be accessed on the Companys website at the link https://www.nbccindia.in/webEnglish/policies

Annual Return

A copy of the Annual Return required under section 92 of the

Companies Act, 2013, would be placed at the website of the Company at nbccindia.in/webEnglish/AnnualReturn

Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and sustainability Report (BRSR) describes the Companys 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 2025-26, 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 available on Companys website at https://nbccindia.in/webEnglish/annualReport.

Research & Development

NBCC is also engaged in promoting Research and Development (R&D) activities in the area of civil engineering. The primary focus is on developing construction practices, processes, technologies and materials that are innovative and sustainable having positive Environment, Social and Governance (ESG) impact.

NBCC formally notified its "Research and Development (R&D) Policy" in the year 2026 in compliance with DPE Guidelines. Key objectives of the NBCC R&D policy are stated as under:-

To provide a framework for the development of research culture within NBCC, to improve research performance and to achieve high quality technological outputs

To promote R&D activities as complimentary to construction activities so as to improve the quality of work and sustainability

To contribute towards creation of wealth and well-being of the company and the construction sector as a whole

To be supportive of the organizations aspiration to be a world class Construction Company To enhance "Sustainability & Durability" in the construction sector as a whole, NBCC sponsors Research & Development (R&D) projects in the following identified focus-areas:

1. Design & Engineering: To develop design approaches that focus on

standardization and simplification of the design processes lowering overall consumption of energy and resources the use of sustainable, eco-friendly materials that are locally available ensuring that the constructed assets are easy to operate, maintain and deconstruct

increasing Service Life of under-construction or existing buildings increasing productivity, comfort and flexibility in usage

minimizing waste generation and promotes environmental friendly waste management methods

2. Sustainable Material & Conservation of Natural Resources: In order to reduce carbon footprints and dependency on depleting natural mineral resources, NBCC encourages the development of new sustainable construction materials that are energy efficient and derived out of alternative/ recycled/environment-friendly materials\bio-degradable products such as agro-wastes, bamboo fibers etc.

reduce the consumption of natural resources such as stone aggregate, natural sand, cement, water etc.

lower overall embedded energy in production of materials used in construction prevent corrosion in RCC members exhibit better water-proofing properties under different ambient conditions in RCC

3. Construction Techniques & Technologies: To keep pace with the technological upgradation worldwide in construction landscape, NBCC encourages the development and use of new construction techniques & technologies that promote speedy construction to reduce overall construction time and cost of the project enhanced usage of precast products and lean construction techniques

streamlined concrete production and placement techniques

automation in construction and operation to enhance productivity and safety reduction in life cycle cost of the constructed structures/utilities collection, recycle and reuse construction materials

4. Information & Communication Technology (ICT) For Better Project Implementation and Increased Safety: The use of ICT in construction helps builds a collaborative work environment for better information exchanges and communications resulting in efficient project implementation and monitoring. R&D projects in this area may focus on collaborative project planning and monitoring systems material management during construction, operation & maintenance phase

optimized Operation & Maintenance of constructed assets monitor health and safety of construction workers and building occupants and take corrective actions so as to reduce injuries/illness easy knowledge transfer and management by creating databases of materials, suppliers, contractors, construction machinery, skilled manpower, etc., facilitate training through e-learning, and easy availability of applicable codes and regulations to all stakeholders Apart from the above, NBCC is also investing in-house research projects with a focus on identifying the root cause of deterioration/damage in some of NBCCs existing assets, exploring multiple potential remedial solutions and its effective implementation. These initiatives are aimed at increasing the service life of existing built-up assets.

As per MoU of FY 2025-26, R&D expenditure is fixed at 3% of the average PBT of last 3 financial years. Accordingly, the Board sanctioned a budget of RS. 13.98 Crs., against which Rs. 14.00 Crs (approx.) have been incurred on R&D activities in FY 2025-26.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out-go

A) Conservation of Energy

Materials used in construction are derived from different raw materials (ores, wood, and oil or plant origin). They have different energy requirement for its production, transformation, & transportation. Also they have varying degradability. As such, materials used in the construction have different embedded energy are not equal in terms of their impact on environment. i) Steps undertaken for Conservation of Energy

NBCC encourages development of designs and practices which conserve energy and resources, As such, NBCC sponsors several Research Projects aimed developing new sustainable construction materials which have lower embedded energy and help reduce overall carbon footprint. Some of the projects sponsored under this theme are identified as under:- a. Design & development of thermally efficient walling unit b. Extraction of nano-materials from agricultural waste residue and its applications in the construction industry c. Creating Innovative structural systems for housing using straw and stubble d. An efficient sustainable concrete construction with GGBS based GRAC with inclusion of waste products e. Development of eco-friendly Heat Reflective Bricks and manufacturing of eco-friendly shuttering material from various Agro-wastes f. Research and Development Opportunities in Net-Zero Carbon Built Environment g. Impact Assessment Of Water Bodies, Watershed Management And Perennial Plantation Interventions On Sustainable Campus Development h. Development of a Sustainable and Climate-Resilient Blueprint for Public Infrastructure Apart from the above, NBCC also promotes the use of locally available materials in construction

minimize waste generation and promotes environmental friendly waste management methods develop new technologies to collect, reuse and recycle construction materials the use of LED instead of CFL lighting or incandescent bulbs educating employees on energy-saving practices and encouraging them to participate in energy conservation efforts

regular maintenance of equipment and machinery to ensure operating efficiently installation and use of energy-efficient appliances and office equipment ii) Steps taken by the company for utilizing alternate sources of energy

Most of NBCC projects have solar panels on rooftops as per extant government guidelines for public infrastructure. Further, as stated above several research projects are underway (as stated above) to develop construction materials using straw, stubble, nano-particles and other agro-wastes which may keep and maintain naturally ambient conditions inside the constructed assets.

B) Technology Absorption

1) Efforts made toward technology absorption

R&D division frequently proposes demonstration of new technology (products, equipment, processes) that industry innovators bring to R&D division. NBCC encourages the use of best in industry design tools and softwares such as CADD, CAE, 3D system, REVIT etc to develop analytical models to assess effects of fire, wind, rain and earthquakes and adopt techniques/ methodologies which enhance productivity, safety etc. Also, computer based construction simulation are done to assess risks and adopt risk reduction/ mitigation measures.

2) 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., improvement in efficiency of processes

improvement in efficiency of equipment such as improved quality of water in STP

reduced consumption of cement or natural sand, quicker construction, etc.

improvement in operational productivity and safety leaner construction

C. Foreign Exchange Earnings and Out-go

The details of foreign exchange earnings or out-go during the period under review are as under:

Total Inflow of Foreign currency during FY 2025-26: Rs. 2,75,28,69,179

Total Outflow of Foreign currency during FY 2025-26: Rs. 2,65,71,90,525

Progressive Use of Hindi

The progressive use of Hindi in official work has been accepted as a significant aspect by all level employees. The company aims to promote Hindi as an official language while ensuring smooth administrative functioning.

The Company has implemented the Official Language Policy of Government of India in accordance with the Constitutional provisions regarding Official Language Hindi; the provisions of the Official Languages Act, 1963 and the Official Languages (Use for Official Purposes of the Union) Rules, 1976 and the orders issued from time to time by the Department of Official Language, Ministry of Home Affairs.

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 Pratoyogita 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 2025-26, 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.

Different awards have been achieved by NBCC in the half-yearly meeting of the Town Official Language Implementation Committee (TOLIC) Delhi (Undertaking-2) held on August 20, 2025 and January 21, 2026.

Hindi Fortnight was organized from September 14, 2025 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, "Rajbhasha Hindi General Knowledge and Translation Competition" was organized on September 16, 2025 and "Hindi Extempore Competition" was organized on September 17, 2025 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 30,

2025 for the General Manager level and above level officers posted in the Corporate Office of NBCC (India) Limited and RBGs / SBGs / Zonal Offices located in Delhi / NCR. During this period, the company registered its participation in the Fifth All India Official Language Conference organized by the Department of Official Language, Ministry of Home Affairs at Gandhinagar (Gujrat) on 14th and September 15, 2025. The Nineteenth and Twentieth issues of NBCCs Hindi In-

House 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 2025-26 is as follows:

Nos. RTI applications
Mode of application Nos. of RTI Application received Rejected Information provided Transferred to other public Authority Returned to Applicant Nos. of Pending RTI applications
Hard Copy 109 0 103 1 0 5
Online 430 7 385 17 0 21
Total 539 7 488 18 0 26

Significant and Material Orders

There was no significant and material order issued during the FY 2025-26.

Insolvency and Bankruptcy Code, 2016

During the FY 2025-26, no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

Reporting of frauds by Auditors

During the FY 2025-26, 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 2025-26, 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 Companys policy on Directors appointment and other matters as required under Section 178 (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 FY, was in receipt of remuneration in excess of the limits set out in the rules are not required to be 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.

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

The Board of Directors of the company in its meeting held on July 14, 2026 approved the draft scheme of Arrangement for Merger of HSCC(India)Limited (Transferor Company),a wholly owned subsidiary of NBCC with NBCC (Transferee Company) under section 230-232 of the Companies Act 2013 and Rules made thereunder. The Scheme has been filed with Ministry of Corporate Affairs (MCA) on July 17, 2026.

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. No remuneration or commission or sittings fee is paid to the any functional Director of NBCC or subsidiary company for holding additional charge entrusted by the Administrative Ministry or directorship in the group companies.

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 FY2025-26 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. The link of the major policies on the website is given hereunder.

S. No Policy Weblink
1. Dividend Distribution Policy NBCC-Dividend Distribution policy_16012025
2. NBCC Whistle Blower Policy NBCC WHISTLE BLOWER POLICY_12042022 after IA comments approval.docx
3. Corporate Social Responsibility(CSR)Policy CSR_POLICY_UPDATED 2024_62085_692523_02_06_2025.pdf
4. Policy on Materiality of Related Party Transactions and Reporting of Related Party Transaction https://www.nbccindia.in/pdfData/policies/NBCC_RPT_ Policy%20F_196901.pdf
5. Training of Directors Training of BOD.docx
6. NBCC Policy on Determination of Materiality of Event/ Informations NBCC Policy of determination of event information_23022024_1.pdf
7. NBCC Policy on Material Subsidiaries NBCC Policy on Material Subsidiaries_Final_ KGMA.docx
8. Policy on Diversity of Board of Directors Policy on Diversity of Board_NBCC _Fin_29.01.2020
9. NBCC Fraud Prevention & Detection Policy NBCC_Fraud_Policy_01022023.pdf
10. Risk Management Policy Risk Management Policy
11. Policy on Business Responsibility and Sustainability Report (BRSR) Business Responsibility Sustainability Report Policy€FIN. docx

Acknowledgement

The Board places on record its sincere gratitude to the Government of India, State Governments, and all concerned Ministries and Departments, including the Ministry of Housing and Urban Affairs, Ministry of Finance, Department of Public Enterprises, C&AG, SEBI, and MCA, for their continued guidance and support.

The Board also appreciates the contribution of the Auditors, business associates, contractors, vendors, and consultants in the successful implementation of the Companys projects.

We acknowledge with thanks the dedication and commitment of the employees and their families, whose efforts have enabled the Company to achieve sustained growth and operational excellence.

The Board further expresses its appreciation to all shareholders for their continued trust and confidence in the Company.

On Behalf of the Board of Directors
Sd/-
K. P. Mahadevaswamy
Date: August 11, 2026 Chairman and Managing Director
Place : New Delhi (DIN:10041435)

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