NBCC (India) Ltd Directors Report

Dear Shareholders,

On behalf of the Board of Directors, 65th Annual Report on the business and operations of NBCC (India) Limited along with Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31,2025 with the Auditors Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India thereon is hereby presented.

Financial Highlights

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

(Rs in Cr)

Particular	FY 2024-25		FY 2023-24
	Consolidated	Standalone	Consolidated	Standalone
REVENUE FROM OPERATION
i. Revenue from operation	12,038.57	8,725.36	10,406.79	8,026.73
ii. Other Income	234.42	218.35	234.04	201.19
Total Income(A)	12,272.99	8,943.71	10,640.83	8227.92
EXPENDITURE
Purchases of Stock-in-Trade/ Land & Material Consumed	241.79	21.33	69.17	3.99
Change in Inventories of Real Estate Projects	142.98	147.98	96.17	96.17
Work & Consultancy Expenses	10,351.63	7,512.75	9277.13	7141.23
Employees Benefit Expenses	348.09	267.05	328.70	252.19
Finance Cost	0.06	0.01	0.05	0.02
Depreciation and Amortisation Expense	7.44	3.80	5.30	1.95
Other Expenses	116.23	88.17	102.84	77.49
Impairment losses/ (Reversal of Impairment Losses)	(62.39)	(76.21)	(19.45)	(22.13)
Write offs	276.14	253.11	38.92	36.95
Total Expenses(B)	11,421.97	8,217.99	9,898.83	7,587.86
Share of Profit/(Loss) in Joint Ventures (Net of Tax) (C)	(0.05)	-	0.11	-
Exceptional Items (D)	(95.96)	(95.96)	(183.57)	(183.57)
Profit Before Tax (PBT) (E)	755.01	629.76	558.54	456.49
Tax Expense (F)
i. Current Tax	140.55	93.56	126.73	100.20
ii. Deferred Tax	55.64	59.33	21.12	15.81
iii. Tax w.r.t. Earlier Years	1.40	0.76	(3.69)	(3.88)
Profit After Tax (PAT) (E-F)	557.42	476.11	414.38	344.36
Earnings Per Share (Basic & Diluted) -on face value of Rs 1 per equity share	2.00	1.76	1.49	1.28

Note: Please refer note no. 65 of Consolidated Financial Statements and Note No. 61 of Standalone Financial Statements for Regrouping/Reclassification.

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

Operations and Business Performance

For the FY 2024-25, total income of your Company was Rs 8,943.71 Cr (standalone) and Rs 12,273.00 Cr (consolidated) whereas profit after tax was Rs 476.11 Cr (standalone) and Rs 557.42 Cr (consolidated).

MoU Performance (CPSEs Performance Agreement with Administrative Ministry & DPE) NBCC Achieves Excellent Rating from DPE, Ranked 2nd Among All CPSEs and No. 1 in Consultancy & Construction Sector for FY 2023-24 NBCC, 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 2023-24. According to the consolidated performance ratings released by the Department of Public Enterprises (DPE), which evaluated 84 CPSEs, NBCC achieved an impressive score of 98.50. This accomplishment places NBCC as the 2nd highest-ranked CPSE nationwide and 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 2024-25, NBCC has delivered robust financial results along with notable achievements in key physical parameters.

For FY 2024-25, the company recorded a consolidated capacity utilization of 29.66 million sq. ft. of built-up area and overseas revenue of Rs444.50 crore.

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

Reserves

The Company did not transfer any amounts to its general reserve during the Financial Year ended March 31,2025.

Dividend

Your Directors has recommended a Final Dividend of Rs 0.14 per equity share on face value of Rs 1.00 per equity share for total 270 crore No. of Equity Shares for the financial year 2024-25 which is subject to approval of shareholders in ensuing annual general meeting of the company.

This is in addition to the Interim Dividend paid of Rs 0.53 per share (face Value of Rs 1.00 per share) for total 270 crore number of Equity Shares declared by your directors.

Accordingly, the total dividend for the financial year 2024-25, including the Interim and proposed Final Dividend, amounts to Rs 180.90 Crore (H 0.67 per equity share on 270 crore equity shares).

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

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

Share Capital

During the financial year 2024-25 the company increased its Authorised share capital from Rs 200 crore divided into 2.00. 00.00.000/- (Two Hundred Crore) equity shares of Rs 1/- (Rupee One only) each to Rs 1,000 crore divided into 1000.00. 00.000/- (One Thousand Crore) equity shares of Rs 1/- (Rupee One only) each ranking pari passu with the existing equity shares in all respects as per the Memorandum and Articles of Association of the Company.

Further, your company had issued 90 crore Bonus equity of Rs 1 each at the ratio of 1:2 [i.e. 1(one) fully paid-up equity shares of Rs 1 each for every 2 (Two) existing fully paid up equity shares of Rs 1 each] by capitalising its reserves in accordance with various applicable provisions, regulations and acts which increased the companys paid-up capital from 180 crore to 270 crore divided into 270,00,00,000/- (Two Hundred Seventy Crore) Equity Shares of Rs 1/- (Rupee One only) each as on March 31,2025.

Disinvestment by Government of India

No disinvestment has been made by the Government of India (GOI) in the Company during the FY 2024-25.

Further, during the financial year 2024-25 consequent to the issue of Bonus Shares by NBCC the GOIs shareholding increased from 1,11,15,79,093 equity shares of Rs 1/- (Rupee One only) each to 1,66,73,68,639 equity shares of Rs 1/- (Rupee One only) each as on March 31, 2025. The GOI holds 61.75% of total shareholding of the Company as on March 31,2025.

Awards Conferred

NBCC (India) Limited continued its journey of excellence and innovation in FY 2024-25, earning multiple prestigious accolades across sustainability, construction, CSR, digital transformation, and public sector excellence. Key highlights include:

1. Sustainability and Environment

• Sustainability Champion Editors Choice Award at the Outlook Planet Sustainability Summit & Awards 2024.

• Harit Ratna Award for the WHO SEARO Redevelopment Project for Clean Construction.

• GRIHA 5-Star Rating for Vanya Bhawan

• GRIHA 4-Star Rating for Bharat Mandapam

• GRIHA 4-Star Rating for IIM Sambalpur

• GRIHA 3-Star Rating for AIMS Bilaspur, Himachal Pradesh.

2. Construction and Infrastructure Excellence

• Indian Built Environment Awards 2024: Trophy in Office and Commercial Buildings category for Kaushal Bhawan.

• Top Rankers Excellence Award 2024: Company of the Year for contribution to construction and infrastructure.

• Indian Concrete Institutes Construction Excellence Awards 2025 for Sowa Rigpa Hospital and Namo Ghat.

• Best Infrastructure Construction PSE of India at the 9th Atal Shastra MarkenomyAwards 2024.

3. Corporate Social Responsibility (CSR) and Human Resources

• 16th Exceed Environment, CSR &

HR Awards 2024:

o Goldin CSR and HR Wellness categories

o Silverin HR Training Excellence

• Fortune Leadership Award 2024 in CSR category.

• Appreciation by National Culture Fund for CSR initiative - Rejuvenation of Purana Qila Lake.

4. Digital and Cyber Excellence

• Digital Transformation Excellence Award at the 9th PSU IT Forum.

• Excellence in Cybersecurity Award at the 3rd PSU Transformation Awards 2024.

5. Communication and Language Promotion

• TOLIC Shield for promoting Hindi, publishing Nirman Bharti, and securing 1st position in Quiz Competition.

• Best PR Campaign of the Year at the Governance Now 11th PSU Awards.

6. Recognition for Organizational Excellence

• Award of Appreciation from BIS for 25 years of consistent quality standards.

• Certified as a Great Place to Work® for the 5th consecutive time by Great Place To Work® India.

Membership

During the FY 2024-25 NBCC enrolled as member in following organisations/Associations:

• PHD Chamber of Commerce

• Projects Export Promotion Council

• NAREDCO

• SCOPE

• Project Management Associates

• National Institute of Personal Management

• Confederation of Indian Industry (CII)

Fixed Deposits

During the FY 2024-25, your Company has not accepted any deposit and no principle or interest was outstanding as on March 31,2025.

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 2024-25, the Company had total Four (04) subsidiaries out of which Three (03) are wholly owned subsidiaries (100%) namely; NBCC Services Limited (NSL), HSCC (India) Limited (HSCC) and NBCC DWC-LLC foreign subsidiary and one subsidiary i.e. Hindustan Steelworks Construction Limited (51% Shareholding).

Further, a new wholly owned subsidiary of NBCC named as M/s NBCC Overseas Real Estate LLC incorporated on April 23, 2025 in Dubai Mainland, UAE.

Your Company also has joint-ventures as follow:

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

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

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

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

• 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 2024- 25	Nil
Details of the Company that has become a Joint-Venture/Associate during the FY 2024-25	Nil
Details of the Company that has Ceased to be a subsidiary during the FY 2024-25	Nil
Details of the Company that has Ceased to be a Joint-Venture/Associate during the FY 2024-25	Nil

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

The Company has formulated a policy on identification of material subsidiaries as per the SEBI (LODR) Regulations, 2015 and the same is placed on the website of the Company at https://www.nbccindia.in/webEnglish/policies

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 at Note no. 55 of 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/webEnglish/Subsisdiarie Fin

Human Resource Development

Human Resource policies are foundation to build a cohesive and well-functioning organization. They help align employee behaviour with organizational goals and create a work environment that is legally compliant, respectful, and productive. In the ever-evolving areas of organizational dynamics, a sound HR policy platform serves as the lighthouse that guides us through turbulent waters. It stands as a testament to our dedication to promoting openness, fairness, and ethical practices in all facets of dealing with human resources.

NBCC has well laid policies and procedures which depicts our unwavering dedication to transparency, growth, and employee welfare.

As a step forwards, with the aim to prioritize the health and wellbeing of the employees, NBCC has introduced NBCC OPD Reimbursement Scheme / Guidelines for the regular employees who are covered under Medical Insurance Policy of NBCC.

Apart from OPD Reimbursement, with an aim to enhance employees long term financial security and provide better retirement benefits, NBCC has revised employers contribution towards National Pension Scheme from 7% to 10% of Basic Pay + Dearness Allowance. This will ensure more robust pension corpus for their future. Besides, keeping into consideration health of the employees various health camps have been organized at NBCC Offices and Project sites for employees as well as Shramjeevis.

Category wise details on recruitment of General/OBC/SC/ST categories:-

S. No.	Group	General (No.)	OBC(No.)	EWS(No.)	SC		ST		Total (No.)
					(No.)	%	(No.)	%
1.	A	7	6	1	1	6.25%	1	6.25%	16
2.	B	-	-	-	-	-	-	-	-
3.	C	-	2	1	-	-	1	25%	4
	Total	7	8	2	1	5.00%	2	10.00%	20

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, 2025

S. No.	Employees\u2019 Particulars	Numbers
1.	No. of Regular	1,172
2.	No. of NMR( Non Master Roll)	NIL
3.	No. of WE/PRW (Work Establishment/Piece Rated Worker)	NIL

Working status of Women Employees in the Company (category wise) during the FY 2024-25:

(In Nos.)

General	OBC	EWS	SC	st	PWD	Total
59	24	1	18	7	2	111

Discipline and Category wise manpower as on March 31, 2025

Category	CVO	Engineer(C/ E/M/ PHE/ ARCH/ SYS/ ENGG/ PLNG/STR	Finance	HRM	Market	OTHERS (RB/LAW/ BOARD/CC/ PROTOCOL/ INV. REL)	Secreteriats	Technical (OtherThan ENGG.) i.e. DPM/SPE/PE/ ASM/JSE/JEI/ JE II	Opera- tivelevel	Total
Board	-	3	1		-	-	-	-	-	4
CVO	1	-		-	-	-	-	-	-	1
A	-	582	122	60	10	22	6	8	-	810
B	-	43	-	3		2	2	2	-	52
C(S1)	-		-	-	-	-	-		72	72
C(S2)	-		-	2		1	1		13	17
C(S3)	-	84	-	-	-	-	-		1	85
C(W3)	-						3			3
C(W4)	-								22	22
C(W5)	-								67	67
C(W6)	-								39	39
TOTAL	1	712	123	65	10	25	12	10	214	1172

Training

Your company understands that investing in its employees skill and knowledge is essential for achieving organizational goals and contributing to notional development. The Human Resource department plays a vital role in the growth and success of any organization. Moreover, Human Resource Development initiatives strive to maintain high standards of productivity and quality, reduces errors, and fosters innovation. Keeping in view the present innovative & challenging market, the Training Division has regularly arranged need based In- House Training Programs / Technical Workshops to make our employees aware of latest trends / techniques & changes taking place in their respective fields and to enhance their knowledge so that they work with more potential & zeal to achieve the Organizational Goal. All out efforts are made to ensure that the employees are well equipped with the skills, knowledge, and competencies required to perform their roles effectively and adapt to changing business demands.

During the FY 2024-25, NBCC conducted total 90 training and capacity-building programs tailored to employees across various roles and levels and achieved 2462 man days. Core areas included project management, latest construction technologies, sustainability practices, finance and ERP systems, interpersonal skill and leadership excellence programs. Training needs are identified through annual performance reviews, skill gap analyses, and in alignment with the organizations strategic priorities such as quality execution, digital transformation and sustainable infrastructure development.

Programs are delivered via in-house sessions, external institutes, and online platforms. External Trainings were conducted at various institutions namely IIM, DMRC, SCOPE, IICA, CII, IRILM, ISTM, IIPM, NIPM, SHRM, NMA, IBC and others. The annual training calendar is prepared and circulated internally, outlining themes and targeted employee groups. Regular interactive and open discussion sessions with employees facilitated open communication, allowing management to understand issues and take necessary actions promptly. Progressive policies such as a mentoring and skill development programs for junior employees and special leadership development programs for senior employees have gone towards making the workplace more employee-friendly. Periodic leadership reviews also help us maintain a healthy career progression.

The success of Company was significantly impacted by strategic planning, resorting to proactive measures and innovative solutions put forth by the Human Recourses. The approach adopted by the Management, facilitated success in attracting, engaging and retaining the talent. Through collaborative efforts, NBCC is playing a pivotal role in fostering a skilled workforce, thereby supporting the broader goals of the Skill India Mission. Moreover, Human Resource Development initiatives strive to maintain high standards of productivity and quality, reduces errors, and fosters innovation. By investing in employee development, the training department also contributes to talent retention and prepares future leaders, ultimately giving the organization a competitive edge.

Industrial Relations(IR)

NBCC fosters harmonious and amicable relationships with all its employees across every level. The organization implements an open door policy, ensuring that all efforts are directed towards resolving any issues before they escalate into conflicts. The company upholds positive relations with all its functional Unions and Associations. To evaluate any concerns, the Company holds quarterly meetings with representatives from these Unions and Associations, demonstrating its commitment to addressing any issues or grievances raised during these discussions in accordance with company policy. Over the past decade, there has been no loss of man-hours due to any industrial relations issues. Furthermore, various policies and HR interventions are regularly reviewed, and necessary actions are taken as required. The company has adopted a proactive strategy to maintain a positive industrial relations environment, which has led to the establishment of a supportive work atmosphere within the organization.

Safeguard of Women at Workplace

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

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

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

The committee also investigates reported cases of sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has been employing 111 women employees in various cadres at the Project and office premises. Details of complaints during FY 2024-25 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 Annexure - I.

Directors Responsibility Statement

Your Directors confirm that:-

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, 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, ASA & Associates LLP., Chartered Accountants, along with Management Reply forms part of this Report. The Corporate Governance Report for the year ended March 31,2025 is at Annexure-II.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Related Party Transactions undertaken with subsidiary companies were 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. Accordingly, the disclosure of such transactions in Form AOC-2 is not applicable. Details are given in Annexure-III.

Your Company has formulated the policy on dealing with Related Party Transactions and the same is hosted on the website at NBCC - Policy on Materiality of Related Party Transaction and Reporting of Related Party Transaction

Quality Assurance/Quality Control Manual

During the FY 2024-25, Company had a dedicated Technical and Quality Audit wing in place, which controls over conducting Technical Audit and ensuring Quality Assurance & Quality Control at the projects. NBCC through its Technical and Quality Audit Division conducts the Technical / Quality Audit of all projects on Pan India basis through a checklist to ensure the implementation of guidelines/statutory compliances of QA/QC at project sites. Apart from carrying out the routine audits, the special audits of certain projects are also carried out by the Technical Audit team as and when directed by the competent authority. NBCC also has Quality Management System (QMS). Quality Assurance (QA) and Quality Control (QC) both are part of Quality Management System (QMS) wherein QA focuses on preventing the defects while QC focuses on identifying a defect and rectification thereof. Hence the QA/QC plays a vital role to address the gap of quality aspects at projects. NBCC being Indias one of the biggest organizations in the construction field, has devoted itself towards QA/QC in the areas of its operations.

International Organization for Standardization (ISO)

NBCC is a certified organisation with International Organization for Standardization (ISO), having licence issued by BIS valid upto 29.03.2026. NBCC has Quality Management System (QMS) comprising Quality Policy & Quality Objectives. NBCC through its ISO division conducts the ISO internal Audit of all identified project sites (25 Nos) and all service departments viz RBGs/SBGs/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.

Safety

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. As per Safety provisions in GCC, the projects are monitored by empanelled Safety Consultants deployed through construction contracts.

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 in 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

• Biometric Attendance Module

The ERP system enabled with Audit trails features for each and every transaction and got audited by CERT-In empanelled agency. Information Technology (IT) Security Policy - During the year 2024-25, the Information Technology (IT) Security Policy is enhanced with hardening policy, user access review policy, risk management policy, cloud security policy, incident management policy, BCP & 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.

E-Office:- E-office facilitates paperless work. At NBCC, use of e-office is encouraged for more tranparent working. Further it has been extended to our subsidiaries i.e., Hindustan Steelwork Construction Limited (HSCL), HSCC (India) Ltd. and NBCC Services Limited (NSL).

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

Vendor Portal - (Transparency)

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.

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

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

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

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

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.

Cloud Solution: IT division at NBCC has boldly embarked on a ground-breaking journey. In response to technological advancements and the evolving needs, the IT division at NBCC has transitioned its production environment from physical servers to cloud services accredited by MeitY empanelled GCC service provider. Additionally, the disaster recovery site has been migrated to a cloud-based solution as well. The in-house firewall system, server and core switches are also upgraded in the financial year.

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 secure access.

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

The division has organised multiple sessions, training program on cyber security awareness, artificial intelligence implementation in Company to enhance operation excellency and increase transparency in work.

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 website at https://nbccindia.in/pdfData/policies/ DividendDistributionPolicy .pdf

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 2024-25 your Company spent Rs 169.27 lakh in CSR activities and remaining unspent CSR amount of H360.06 lakhs has been transfered to Unspent CSR Account.

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 2024-25 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 2024-25 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, under which CPSE is mandated to procure 25% from MSME of total procurement and out of 25%, 4% to be procured from MSME SC/ST vendor and 3% from Women MSME vendor. During FY 2024-25 92.80% of total procurement was from MSME.

The details of procurement for the FY 2024-25 are as follows

a) Procurement of Goods & Services through MSME- Rs 11.65 cr

b) Procurement of Goods & Services through SC/ STMSME- Rs 1.00 cr

c) Procurement of Goods & Services through Women MSME- Rs 4.61 cr

It is also pertinent to mention here that no payment is outstanding beyond stipulated timeline to any MSME as on March 31,2025.

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 consists of functional Directors {Director (Projects), Director (Finance) and Director (Commercial)} and two Independent Directors.

Middle level: The Risk Assessment Committee includes the Heads of Departments for Business Development, Finance, IT, Law & Real Estate, with the Executive Director (PMG) serving as Chief Risk Officer.

Lowest level: Risk Coordinators comprise all Regional Business Group/Strategic Business Group Heads and other Heads of Departments.

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 2022, 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. A dedicated Risk Management Committee (RMC), supported by the Chief Risk Officer (CRO), Risk Assessment Committee (RAC), and designated Risk Coordinators, oversees the risk governance framework across all functions and project sites. The policy is applicable to all business verticals—Project Management Consultancy (PMC), Real Estate Development (RED), and Engineering Procurement & Construction (EPC)—and addresses both routine and non-routine risks, including those arising from regulatory changes, operational complexities, and external factors.

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/non- availability 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 Expected 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.

Disclosure on Risk Management Framework & Risk Management Policy

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

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

NBCC has observed Vigilance Awareness Week with full enthusiasm from 28-10-2024 to 03-11-2024 on the theme Culture of Integrity for Nations Prosperity. 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 2024 was also under taken from 16-08-2024 to 15-11-2024 on the following Preventive Vigilance measures as focus areas:-

a. Capacity Building Programs.

b. Identification and implementation of Systemic Improvement Measures.

c. Updation of Circulars/Guidelines/Manuals.

d. Disposal of Complaints received before 30-06-2024.

e. Dynamic Digital Presence.

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 2024-25:-

S. No.	Status of Cases	No. of Cases	Nature of Cases
1.	Number of cases pending at the beginning of Financial Year 2024-25	18	The nature of cases/ complaints are normally tender related, procedural lapses and financial irregularities related matters
2.	Number of Cases received during the Financial Year 2024-25	60
3.	Number of Cases disposed off during the Financial Year 2024-25	75
4	Number of Cases Pending at the end of the Financial Year 2024-25	03

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:

• Strengthening of SOP for immediate security/confiscation of materials, constructional plants, implements, stores, etc in case of termination of contract.

• Linking of duty charter of officials of NBCC approval by RBG/SBG in each bill on e-billing module.

• Execution of deviated quantities and extra items with proper/adequate financial sanction from client.

• Systemic improvements for transparency in sale of flats in NBCCs Amarapali Project.

• Posting of details on award of tenders/ Contracts on websites.

• Identification and incorporation of Sensitive Post in NSL.

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 https://nbccindia.in/pdfData/policies/ NBCC%20WHISTLE%20BLOWER%20POLICY .pdf

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

• Quarterly Investor Conference Calls

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

• One-on-One & Group Investor Meetings

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

• Global and Domestic Roadshows

The Company participates in global investor roadshows in Singapore, Hong Kong, Dubai, and Abu Dhabi, engaging with global institutional investors.

Domestically, two major investor roadshows are organized in Mumbai, deepening relationships with the Indian investment community.

• Open-Door Policy

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

Digital Enablement and Real-Time Communication

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.

Exceptional Shareholder Value Creation

During FY2024-25, NBCC delivers an exceptional Total Return to Shareholders (TRS), driven by its strong fundamentals, strategic execution, and proactive investor-centric approach. This performance is aligned with the benchmarking guidelines set by the Department of Public Enterprises (DPE) under the TRS parameter, underscoring NBCCs consistent focus on delivering long-term value to its shareholders.

Corporate Communication

NBCC (India) Limited, 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 ASA & Associates LLP, Chartered Accountants, was appointed as Statutory Auditors for the FY2024-25 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 financial year 2024-25 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 2023-24 has been filed within the prescribed timeline with MCA.

The Board has appointed M/s R. M. Bansal & Co., Cost Accountants (FRN 000022), to audit cost records of the Company for the FY 2024-25.

Secretarial Auditors

During the FY 2024-25 your Company has appointed M/s Agarwal S. & Associates, (Company Secretaries), to conduct Secretarial Audit for the FY 2024-25. The Secretarial Audit Report of NBCC contains certain observations. The Secretarial Audit Report details of observations 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.

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 2024-25, 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, 15 (Fifteen) Board meetings were held in the FY 2024-25. The details of the meeting are at Annexure-II i.e. Corporate Governance Report forming part of this report.

Board of Directors and Key Managerial Personnel Appointments/Cessations

During the FY 2024-25, changes in the Board of Directors have taken place. Details of the changes in the Board of Directors/ Key Managerial Personnel are given hereunder:

S. Name No.	Appointment	Cessation
1 Smt. Baldev Kaur Sokhey, Director (Finance) & Chief Financial Officer (CFO)	-	30.06.2024
2 Dr. Suman Kumar, Director (Commercial)	02.07.2024	-
3 Shri Anjeev Kumar Jain, Director (Finance) & Chief Financial Officer (CFO)	01.11.2024	-
4 Shri Rajeev Kumar (Independent Director)	-	22.11.2024
5 Shri Asim Misra (Independent Director)	-	22.11.2024
6 Prof. Bhimrao Panda Bhosale (Independent Director)	-	22.11.2024

The strength of the Board of Directors of NBCC as on March 31, 2025 was Six (06), comprising of Four (04) Executive Directors (including CMD) and Two (02) Government Nominee 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 Prof. 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.

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 2024-25:

i. Shri K.P Mahadevaswamy, Chairman & Managing Director.

ii. Shri Saleem Ahmad, Director (Projects), and Chief Financial Officer (CFO) [w.e.f. July 01, 2024 till October 31,2024].

iii. Dr. Suman Kumar, Director (Commercial) w.e.f. July 02,2024.

iv. Shri. Anjeev Kumar Jain, Director (Finance) & Chief Financial Officer (CFO) w.e.f. November 01,2024.

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

vi. Smt. Baldev Kaur Sokhey, Director (Finance) & Chief Financial Officer (CFO) (Till June 30, 2024).

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 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 2024-25 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 introduce 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 2024-25 are given hereunder:

Sl. No.	Name of the Program	Type of Training	In House/ External	Month	Duration in Days	Number of Participants
1	Directors Certification Master Class	Non- Technical	External	July, 2024	3	3
2	Financial Intelligence for Directors	Non- Technical	External	August, 2024	3	1
3	Startup Board Certification Program Mastering governance in startup ecosystem	Non- Technical	External	August, 2024 - November, 2024	120	2
4	Directors Certificate Program in Corporate Governance	Non- Technical	External	September, 2024 - January, 2025	20	1
5	Directors Certification in ESG Leadership	Non- Technical	External	September, 2024	3	2
6	Orientation programme for capacity building of functional Directors (CMD/ MD + Full time Directors) of CPSEs	Non- Technical	External	September, 2024	2	1
7	Executive development program for Senior Management	Non- Technical	External	December, 2024	3	3

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 theCompanyatnbccindia.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 2024- 25, has conducted all its business activities in complete respect of the environment and society, and in line with its Corporate Governance guidelines. A detailed Business Responsibility and Sustainability Report is enclosed as Annexure-VI.

Research & Development

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 2013 in compliance with the DPE guidelines issued vide OM No. 3(9)2010-DPE(MOU) dated 23.09.2011. The policy aims to provide a framework for inculcating and fostering a holistic research culture within the organization and in Civil Engineering Departments of various reputed universities & colleges.

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-friendlymaterials\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 the MoU between NBCC & MoHUA for FY 2024-25, the target expenditure for expense on R&D activities was fixed at 2% of PBT. Accordingly, the NBCC Board sanctioned a budget of H15 Crs. for expenditure on R&D activities against which expenditure to the tune of Rs 14.94 Crs have been incurred on R&D activities on standalone basis as per details tabulated below:

SR. NO.	NAME OF PROJECT	AMOUNT (In Lakhs Rs)
1	Derivation of Mix Design guidelines and Design Parameters for Ultra-High-Performance Fibre Reinforced Concrete (UHPFRC) in Building Applications - IIT Roorkee	149.51
2	Study On By-Products Based Low-Cost Concrete Repairing Agent For Extending Service Life Of Existing Structures - NSUT West Delhi	151.40
3	An efficient sustainable concrete construction with GGBS based GRAC with inclusion of waste products - NIT Delhi	28.63
4	Enhancing Sustainability of RC Frame Buildings Through Seismic Safety and Design Life Elongation using FRP Stirrups - IIT Roorkee	77.36
5	Crystalline water proofing admixtures for exposed surfaces: Performance under combined thermal and humidity cycles - IIT Roorkee	63.31
6	Chloride Adsorption and Corrosion Mitigation: Innovative Solutions for Improving Durability & Service Life of RCC Structures - IIT Roorkee	38.94
7	Calculating Compressive Strength and Permeability of Concrete through its Microstructural Features - SVNIT Surat	97.76
8	Development of eco-friendly Heat Reflective Bricks and manufacturing of eco-friendly shuttering material from various Agro-wastes\u201d - NIT Durgapur	163.87
9	Enhancing Construction Safety, Sustainability, and Project Performance using cutting edge technology - IIT Guwahati	31.91
10	The Establishment of National Mathematics Resource Centre for Hindu College - Hindu College	29.35
11	Research and Development Opportunities in Net-Zero Carbon Built Environment - Create framework for a review, analysis, mitigation strategies through technological interventions and the organizational commitments - School of Planning & Architecture Delhi	118.00
12	Impact Assessment Of Water Bodies, Watershed Management And Perennial Plantation Interventions On Sustainable Campus Development - Central University of Karnataka	114.41
13	Quantifying Vulnerabilities, Empowering Solutions and Optimized Retrofitting Strategies and its Implementation for Environmentally Affected Buildings - VNIT Nagpur	161.61
14	Development of a Sustainable and Climate-Resilient Blueprint for Public Infrastructure - IIT Delhi	41.30
15	Performance Enhancement of Concrete Susceptible to Deterioration and its Retrofitting - NIT Patna	118.00
16	Salaries & Overheads of Staff posted in NBCC R&D Division	109.22
	TOTAL	1494.58

Subsidiary Companies have also spent Rs 347.71 lakh towards R&D Activities. Accordingly, total R&D expenditure on consolidated basis is H1842.30 lakh for FY 2024-25.

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.

iii) Capital investment on energy conservation equipments.

As NBCC is engaged in construction and maintenance of Govt. buildings / infrastructure for various departments, ministries, and subordinate offices of Central and State Govts spread across the country, it is difficult to quantify the capital expenditure incurred on energy conservation equipments/measures at numerous project sites. However, all NBCC owned premises are installed with solar rooftop panels, LED fixtures and high energy rating equipments installed for optimal energy conservation.

B) Technology Absorption:-

i) 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.

Apart from the above, NBCC sponsors several research projects for technological advancement. Some of them are identified as under:

a. Derivation of Mix Design guidelines and Design Parameters for Ultra-High- Performance Fibre Reinforced Concrete (UHPFRC) in Building Applications

b. Enhancing Construction Safety, Sustainability, and Project Performance using cutting edge technology

c. Reinforced Concrete (RC) Column and Steel (S) Beam Technique for Faster and Relatively Sustainable Construction.

d. Enhancing Constructability by the Use of Embedded Steel Trusses in Reinforced Concrete Beams

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

f. A novel bi-directional electromigration rehabilitation (biem) technique for highly corroded reinforced concrete structures due to high admixed chloride.

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

Benefits sought to be achieved are:

• reduction in consumption of water, energy, manpower expense, etc.,

• 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

iii) Increase of imported technology

In line with the directive issued by the Govt of India for procurement of works and services, NBCC encourages the use of only Make In India products for all its projects across the country. Same is incorporated in the form of a Make List in all tenders floated

i) Increase of imported technology- NA

ii) Expenditure incurred on R&D activities in the FY 2024-25 was Rs 14.94 Crore on Standalone basis & Rs 18.42 Crore on Consolidated basis.

C) Foreign Exchange Earnings and Out-go

(Standalone)

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

• Foreign Exchange earned in terms of actual inflows: H3,59,88,00,532/-

• Foreign Exchange Out go in terms of actual outflows: H3,17,71,28,467/-

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.

In accordance with Official Language Policy, the Legal Framework & foundation provided under the Official Languages Act, 1963 and the Official Languages (Use for Official Purposes of the Union) Rules, 1976 Company spontaneously observed implemented up to the mark and in line with the Annual Programme issued by the Department of Official Language.

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 2024-25, 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 04th September, 2024.

Hindi Fortnight was organized from 14 September 2024 with the objective to increase the use of Hindi in official work in the Corporate Office and to disseminate the possibilities of working in Hindi. During this period, Hindi Cross Word Competition was organized on 17th September, 2024 and Hindi Extempore Competition was organized on 18th September, 2024 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 27th September, 2024 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 fourth All India Official Language Conference organized by the Department of Official Language, Ministry of Home Affairs at Bharat Mandapam, New Delhi on 14th and 15th September, 2024.

The Seventeenth and eighteenth 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 2024-25 is as follows:

(In Nos.)

Opening Balance as on 01/04/2024	No. of RTI Application received	No. of RTI Applications Information provided / Transferred to other Public Authorities / Rejected / Returned to Applicant	No. of Pending RTI applications as on 31/03/2025
123	529	568	84

Significant and Material Orders

There was no significant and material order issued during the Financial Year 2024-25.

Insolvency and Bankruptcy Code, 2016

During the FY2024-25, no application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016.

Reporting of frauds by Auditors

During the FY 2024-25, 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 2024-25, 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 one time 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 Financial Year, was in receipt of remuneration in excess of the limits set out in the rules are not provided in terms of Section 197 (12) of the Act read with Rule 5 (1)/(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

General:

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

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

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

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

4. All directions issued by the Government of India during FY2024-25 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.

Dividend Distribution Policy	NBCC-Dividend Distribution policy
NBCC Whistle Blower Policy	NBCC Vigil/Whistle Blower Policy
Corporate Social Responsibility(CSR)Policy	CSR Policy
Policy on Materiality of Related Party Transactions and Reporting of Related Party Transaction	NBCC RPT Policy FINAL
Training of Directors	Training of BOD
NBCC Policy on Determination of Materiality of Event/ Informations	NBCC-Policy to Determine Materiality of Ev
NBCC Policy on Material Subsidiaries	NBCC Policy on Material Subsidiaries
Policy on Diversity of Board of Directors	Policy on Diversity of Board NBCC
NBCC Fraud Prevention & Detection Policy	NBCC Fraud Prevention & Detection Policy
Risk Management Policy	Risk Management Policy
Policy on Business Responsibility and Sustainability Report (BRSR)	Business Responsibility Sustainability Report Policy

Acknowledgement

We acknowledge and appreciate the co-operation received and support received from the Government of India, State Governments, different Ministries particularly Administrative Ministry i.e. Ministry of Housing and Urban Affairs, MoF, DPE, C&AG, SEBI and MCA.

Your Directors thank all business partners, contractors, vendors and consultants in the implementation of various projects of the Company.

Board also thanks for the untiring efforts and contributions made by the employees and their families at all levels to ensure that the Company continues to grow and excel.

We also thank all Shareholders, Statutory Auditors, Secretarial Auditor and Cost Auditors for their faith, trust and confidence reposed on the Board of Directors of NBCC.

	On Behalf of the Board of Directors
	Sd/-
	K.P. Mahadevaswamy
Date: August 7, 2025	Chairman & Managing Director
Place : New Delhi	(DIN: 10041435)