NBI Industrial Finance Company Ltd Directors Report

Dear Shareholders,

Your Board of Directors have pleasure in presenting the 89th Annual Report of your Company along with the Audited Financial Statements of the Company for the year ended 31st March, 2024. This report read with the Management Discussion and Analysis include details of the macro-economic scenario, Companys performance and its approach to risk management.

The Annual Report for the financial year 2023-24 is also available on the website of the Company.

FINANCIAL HIGHLIGHTS

The summarised results of your Company are given in the table below:-

(Rs. in lakhs)

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Profit before Depreciation & Provisions	1070.61	788.17
Less : Depreciation	0.06	0.17
Profit before Taxation	1070.55	788.00
Less : Provision for Current Tax (Nett of Tax charged in OCI)	283.22	229.16
Provision for Deferred Tax	0.75	31.53
Profit after Tax	786.58	527.31
Add: Transfer from OCI: sale of shares	0	0
Add: Other Comprehensive Income(net of tax)	1.07	2.12
Add: Transfer from equity instrument through OCI on realisation	1910.34	(4.42)
TOTAL	2697.99	525.01
Add : Balance of Retained Earnings fiom Previous year	11,610.18	11.190.63
TOTAL	14,308.17	11.715.64
APPROPRIATIONS
Transfer to Reserve Fund (as per RBI Guidelines)	157.32	105.46
Dividend Paid	9.83	-
Balance Carried to Balance Sheet	14,141.02	11,610.18
TOTAL	14,308.17	11.715.64

WORKING RESULTS AND STATE OF COMPANYS AFFAIRS

Total income during the year under review amounted to Rs. 1295.83 Lac as against Rs. 1,015.53 Lac in the preceding year. Profit before tax amounted to Rs. 1070.55 Lac as against Rs. 788.00 Lac in the preceding year. Profit aftertax stood at Rs. 786.58 Lac as against Rs. 527.31 Lac in the previous year (before Other Comprehensive Income)

The Company continues to remain registered as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India.

No material changes and commitments have occurred after the close of the year till the date of this report, which affect the financial position of the Company, except as mentioned herein below underthe para "Amalgamation".

DIVIDEND

Reserve Bank of India (R.B.I.) vide its circular dated 24 June 2021 has laid down framework for declaration of dividend by NBFCs. Accordingly, the Board of Directors after taking into account various aspects and in compliance with the said circular, has recommended for consideration of the members at the ensuing Annual General Meeting (AGM), payment of dividend of Rs. 0.50 per equity share (10%) of face value of Rs. 5/-. The total dividend for FY 2023-24 would amount to Rs. 12.28 lac.

The dividend recommended is in accordance with the principles and criteria set out in the Companys dividend distribution policy. Total dividend proposed for the year does not exceed the ceilings specified in said circular/RBI Master Directions.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer Notice of AGM.

In terms of Regulation 43A of SEBI Listing Regulations, the Company has laid down its Dividend Distribution Policy. The Policy is hosted on the Companys website and can be accessed at http://www.nbi-india.co.in/policies/20211227_NBI_Dividend_Distribution_Policy.pdf.

SHARE CAPITAL

The Authorised Share Capital of the Company stands at ^10 crore divided into 2 crore equity shares of Rs. 5/- each. The paid-up equity share capital of the Company stood at ^122.84 Lac as at 31st March, 2024. During the year under review, the Company has not issued any new shares.

TRANSFER TO RESERVE FUND

Pursuant to section 45-IC of Reserve Bank of India Act, 1934, non-banking financial companies (NBFCs) are required to transfer a sum not less than 20% of their net profit every year to reserve fund before declaration of any dividend. Accordingly, the Board proposes to transfer Rs. 157.32 Lac to Reserve Fund and the balance is retained in the Retained Earnings.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

AMALGAMATION

The Board of Directors of the Company, at its meeting held on September 21, 2022, approved a Scheme of Amalgamation of Western India Commercial Company Limited ("Transferor Company") with N. B. I. Industrial Finance Company Limited ("Transferee Company" or "Company") with appointed date being 1st April, 2022. The Company has received Observation Letter from The National Stock Exchange of India Limited and no objection from Reserve Bank of India. The Company has filed an application before the National Company Law Tribunal (NCLT) for directions for holding the meetings of the share-holders and creditors of the two companies. Pending the approval of the Scheme, financial statements have been prepared without considering the effect thereof.

PUBLIC DEPOSITS

Your Company has not accepted any deposit from the public during the year, nor does it hold any public deposit at the end of the financial year.

PARTICULARS OF LOANS AND GUARANTEES

The Company, being a Non-Banking Financial Company (NBFC) registered under Chapter NIB of the Reserve Bank of India Act, 1934 (2 of 1934), is exempt from complying with the provisions of Section 186 of the Companies Act, 2013 with respect to loans and guarantees.

ASSOCIATE COMPANIES

The Company does not have any associate.

UNCLAIMED DIVIDEND

Members are advised to note the provision of Section 124(5) of the Companies Act, 2013 which states that "Any money transferred to the Unpaid Dividend Account of a company in pursuance of this section which remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company along with interest accrued, if any, thereon to the Fund established under sub-section (1) of section 125..."

It is clear that the dividend if not encashed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Further, all the shares in respect of which dividend has remained unclaimed for 7 consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. In view of this, Members are requested to claim their unpaid dividends from the Company for the financial year 2016-17 within the stipulated timeline, i.e. 20.10.2024. However, no such amount of unpaid / unclaimed dividend and shares were transferable by the Company during the year.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. None of the transactions required members prior approval under the Act or SEBI Listing Regulations except remuneration paid to KMP which has duly been approved by the members, wherever required. There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

During the year, the Company had not entered into any significantly material contract / arrangement / transactions with related parties, attracting the requirement of disclosure in this report as per provisions of Section 188 of the Act except for remuneration to the key managerial personnel and sitting fees paid to directors in the ordinary course of business. The details of such transactions with Related Parties as per Ind AS 24 are provided in the accompanying financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act except as aforesaid.

The Company has formulated a policy on materiality of related party transactions and on dealings with related parties. The policy is available on the website of the Company. Related Party Disclosures as required under Schedule V of the Listing Regulations is annexed to this report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate financial controls commensurate with its size, scale, nature of business and operations with reference to its financial statements. The Company has appointed internal auditors who review the internal financial control system. These have been designed to provide reasonable assurance about recording and providing reliable financial information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

RISK MANAGEMENT

The Board of Directors has adopted a risk management policy for the Company which provides for identification, assessment, control and governance of risks which, in the opinion of the

Board, may pose significant loss or threat to the Company. The Policy is formulated in compliance with Regulation 21 and Part D of Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and relevant provisions of the Companies Act, 2013. The policy is available on the website of the Company and also forms a part of the Corporate Governance Report.

The main identified risks at the Company are Commercial Risks, Financial Risks, Operational Risks and Legal & Regulatory Risks. The details of the Risk Management Committee of the Board are given in the Corporate Governance Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on March 31, 2024, the Company has eight Directors with an optimum combination of Non- Executive and Independent Directors including two women directors on its Board. Detailed composition about the Board is disclosed in the Corporate Governance Report. All the Directors have submitted relevant declarations / disclosures as required under the Act and the Listing Regulations.

Shri Ashok Bhandari, Chairman and Independent Director, resigned from the Board on 4th September, 2023. He was appointed on the Board as a Non Excutive Non Independent Director on 20th October, 2023 and was appointed as the Chairman of the Company.

Re-appointment of Directors

Shri Bankat Lai Gaggar (DIN: 00404123) and Smt. Riya Puja Jain (DIN: 01559454), Directors of the Company, retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors), Rules 2014 and the Articles of Association of your Company and being eligible, have offered themselves for re-appointment as Directors.

In accordance with Regulation 17(1A) of the Listing regulations, no person can be appointed or continue as a non-executive director who has attained the age of seventy five years unless a Special Resolution has been passed to that effect. The Company has already taken consent of the members by way of special resolution for continuation of Directorship of Mr. Bankat Lai Gaggar (DIN: 00404123), who has attained the age of seventy five years.

In the Annual General Meeting held on 21st August, 2023, the members of the Company approved with requisite majority, the re-appointment of Shri Tapas Kumar Bhattacharya as a Non-executive Independent Director with effect from 29th June, 2023 for a second term of 5 consecutive years.

Shri Debasish Ray has been re-appointed as a Non-executive Independent Director by the Board on 16th April, 2024 for a second term of 5 consecutive years, with effect from 25th April, 2024, subject to Members approval through postal ballot. Shri Debasish Ray has given a declaration that he meets the criteria of Independence and is Independent of the Management.

The Board recommends the re-appointment / appointment of directors retiring by rotation as aforesaid and accordingly resolutions seeking approval of the members for their reappointments/ appointments have been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile. As required by Regulation 36(3) of the Listing Regulations and provisions of the Secretarial Standards, brief resume and other details of the above-mentioned Director(s) seeking appointment/re-appointment, is attached to the Notice of the ensuing Annual General Meeting.

None of the Directors proposed for appointment/reappointment at the ensuing Annual General Meeting is disqualified from being appointed /reappointed as Director under the provisions of the Act, the SEBI Listing Regulations or any other order, directions of MCA, SEBI or any other statutory authority.

Shri Tapas Kumar Bhattacharya, Shri Debasish Ray, Shri Sundeep Bhutoria and Smt. Priyanka Mohta continue to be Independent Directors of the Company appointed for a period of five years from their respective dates of appointment. The reappointment of Shri Debasish Ray is subject to members approval as aforesaid.

The Independent Directors have appropriate skill, knowledge and experience in their respective fields. The Company has received declarations from the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Companies Act, 2013, the Rules made thereunder and SEBI Listing Regulations and are independent of the management, and are persons of high integrity, expertise and experience. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, business management, accounts & finance and taxation.

All the Independent Directors of the Company have registered themselves with Indian Institute of Corporate Affairs (MCA). In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have completed online proficiency self-assessment test conducted by the said Institute.

ShriS.P. Kumar is the Manager and Chief Financial Officer of the Company.

Shri Ashish Kedia is the Company Secretary of the Company.

The Independent Directors, Directors and Senior Management including the employees have complied with their respective obligations as mentioned under Regulations 25 and 26 of the Listing Regulations.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Act and SEBI Listing Regulations the Board has carried out an annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of the working of its Committees.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boards functioning such as degree of fulfilment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, attendance at the meetings, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of non-executive directors. The Independent Directors reviewed the performance of non- independent directors and the Board as a whole, took into account the views of non-executive directors and to assess the quality, sufficiency and timeliness of flow of information between the management and the Board. The Independent Directors were satisfied with the performance of the Board as a whole and timeliness of flow of information.

Some of the key criteria for performance evaluation are as follows:-

Performance evaluation of Directors:

• Attendance at Board or Committee meetings.

• Contribution at Board or Committee meetings.

• Guidance/supporttothemanagementoutsidetheBoard/Committee meetings.

Performance evaluation of Board and Committees:

• Board structure and composition

• Degree of fulfilment of key responsibilities

• Establishment and delineation of responsibilities to Committees

• Effectiveness of Board processes, information and functioning

• Board culture and dynamics

• Quality of relationship between Board and Management

• Efficacy of communication with external shareholders.

DECLARATION BY INDEPENDENT DIRECTORS

The independent directors have submitted declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended, and regulation 16 of the SEBI Listing Regulations. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declarations and confirmations submitted by the independent directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

ANNUAL RETURN

Pursuant to the provisions of the Companies Act, 2013 as amended upto date, the extract of annual return is no longer required to be part of the Board Report. In Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31st March, 2024 will be placed on the Companys website indue course.

AUDITORS:

Statutory Auditors

M/s Chaturvedi & Co., Chartered Accountants having Firm Registration No. 302137E, who are Statutory Auditors of the Company, were appointed by the Company at the Extraordinary General Meeting ("EGM") held on 27th January, 2022, to hold office from the date of passing of resolution until the conclusion of the 89th Annual General Meeting to be held in the year 2024 subject to the Boards review every year. In accordance with the RBI directives, the present Statutory Auditors will hold office till the conclusion of this Annual General Meeting.

In accordance with the requirement of the RBI Guidelines, the Board of Directors, based on the recommendation of the Audit Committee, has recommended the appointment of M/s. R Kothari & Co LLP, Chartered Accountants, (Firm Registration No. 307069E) as statutory auditors for a

period of 3 (three) consecutive years to hold office with effect from the date of passing of the Resolution in the ensuing Annual General Meeting, until the conclusion of the 92nd AGM of the Company to be held in the calendar year 2027, subject to the said firm continuing to fulfill the applicable eligibility norms.

The Auditors have confirmed that their appointment, if made, will be within the limit specified under the Act and RBI Guidelines. They have also confirmed that they are not disqualified from being appointed as statutory auditors in terms of the provisions of Section 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014 and the RBI Guidelines.

The audit report by M/s Chaturvedi & Co., for the FY2024 is unmodified, i.e., it does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor and Secretarial Audit Report

Section 204 of the Act, inter-alia requires every listed company to undertake Secretarial Audit and annex with its Boards Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form.

Inline with the said requirement of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations and other applicable provisions, if any, the Secretarial Audit for the financial year 2023-24 has been conducted by Ms. Sneha Agarwal, Practicing Company Secretary (PCS).

The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed to this Report. The report does not contain any qualification, reservation or adverse remark requiring explanation or clarification from the Board.

Cost Audit

Pursuant to provisions of section 148 of the Companies Act, 2013 cost audit as specified by the Central Government is not applicable to the Company.

Tax Auditor

The Board of Directors has appointed M/s Chaturvedi & Co., Chartered Accountants, to carry out the Tax Audit for the Assessment Year 2024-25.

Internal Auditor

The Board of Directors on the recommendation of the Audit Committee had appointed M/s D. K. Parmanandka & Co., Chartered Accountants, to carryout the Internal Audit of the Company for the Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the reporting period, neither the statutory auditors nor the secretarial auditor has reported to the audit committee/Board, under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, and hence the requirement to mention the same in this report is not applicable.

BOARD & COMMITTEE MEETINGS:

Meetings of Board and its Committees are held as per statutory requirements and as per business needs. Due to business exigencies, the Board and Committees have also been approving proposals by circulation from time to time.

Board Meeting

During the year, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards-1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

The Company has the following eight (8) Committees, which have been formed in compliance with the relevant provisions of applicable laws, RBI directions and as per business requirements:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Risk Management Committee

4. Stakeholders Relationship Committee

5. Corporate Social Responsibility (CSR) Committee

6. Finance and Assets Liability Supervisory Committee (ALCO)

7. Investment/Credit Committee

8. Grievance Redressal Mechanism Committee

1. Audit Committee

The Audit Committee comprises of two Independent Directors namely, Shri Tapas Kumar Bhattacharya (Chairman) and Shri Debasish Ray and a Non Independent Director Shri Jagdish Prasad Mundra. The Committee met five times during the year.

2. Nomination & Remuneration Committee

The Company has a Nomination & Remuneration Committee comprising of two independent directors and one non- independent director namely, Shri Tapas Kumar Bhattacharya (Chairman), Shri Debasish Ray and Shri Bankat Lai Gaggar. The Committee met twice during the year.

3. Risk Management Committee

The Company has a Risk Management Committee comprising of three members, namely Shri Debasish Ray (Chairman), Shri Bankat Lai Gaggar (Director) and Shri S P Kumar. The Committee met twice duringtheyear.

4. Stakeholders Relationship Committee

Stakeholders Relationship Committee of Directors comprises of three members, namely Shri Bankat Lai Gaggar (Chairman), Shri Jagdish Prasad Mundra and Shri Tapas Kumar Bhattacharya. The Committee held two meetings duringtheyear.

5. Corporate Social Responsibility (CSR) Committee

In terms of Section 135 and Schedule VII of the Act the Board of Directors has constituted a CSR Committee under the Chairmanship of Shri Tapas Kumar Bhattacharya. Shri Debasish Ray, Shri Bankat Lai Gaggar and Shri Jagdish Prasad Mundra are the other members of the Committee. The Committee met once during the reporting period.

The CSR Committee of the Board has framed a CSR Policy which is annexed hereto and forms part of this Report. The same is also available on the website of the Company viz. http://www.nbi- india.co.in/policies/20211109_NBI_CSR_Policy_2021.pdf

6. Finance and Assets Liability Supervisory Committee (ALCO)

Finance And Assets Liability Supervisory Committee (ALCO) of Directors comprises of three members, namely Shri Ashok Bhandari (Chairman), Shri Bankat Lai Gaggar and Shri Jagdish Prasad Mundra. The Committee held four meetings during the year.

7. Investment/Credit Committee

Investment/Credit Committee of Directors comprises of three members, namely Shri Debasish Ray (Chairman), Shri Bankat Lai Gaggar and Shri Jagdish Prasad Mundra. The Committee held four meetings during the year.

8. Grievance Redressal Mechanism Committee

Grievance Redressal Mechanism Committee of Directors comprises of three members, namely

Shri Debasish Ray (Chairman), Shri Bankat Lai Gaggar and Shri Tapas Kumar Bhattacharya. The Committee held four meetings during the year.

POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy, inter alia, for selection and appointment of Directors, Senior Management including criteria for determining qualifications, positive attributes and independence of directors which is annexed hereto and forms part of this Report. Further, Policy relating to remuneration for the directors, key managerial personnel and other employees is also annexed hereto and forms part of this Report.

The Board of Directors of the Company follows the criteria for determining qualification, positive attributes, independence of Directors as per applicable policies of the Company.

Directors are appointed /re-appointed with the approval of the Members for a term in accordance with the provisions of law and the Articles of Association of the Company. All Directors, other than Independent Directors, are liable to retire by rotation, unless otherwise specifically provided under the Articles of Association or under any statute or terms of appointment.

MATERIAL CHANGES AND COMMITMENTS

There have not been any material changes and commitments in terms of Section 134(3)(l) of the Act, affecting the financial position of the Company between the end of the financial year of the Company as on 31st March, 2024 and the date of this report i.e. 16th May, 2024.

DIRECTORS AND OFFICERS LIABILITY INSURANCE (D&O POLICY)

The Company has in place a D&O policy which is renewed every year. It covers directors (including independent directors) of the Company. The Board is of the opinion that quantum and risk presently covered is adequate.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a congenial atmosphere for work that is free from discrimination and harassment, including sexual harassment. Keeping in view the problem of sexual harassment the company has framed a policy to prevent incidents of sexual harassment as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. However, constitution of Internal Committee as required under the Act is not applicable to the Company since the company has less than 10 employees. All employees are covered under this Policy. During the year under review, the Company has not received any complaint of sexual harassment, hence no disclosure is applicable. This Policy is available on our website.

DIRECTORS RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values pursuant to the provisions of the Act and guidelines issued by SEBI. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy. These form part of the Notes to the financial statements.

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) in the preparation of the Annual Accounts for the financial year 2023-24, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Com pa ny for FY 2023-24;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

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

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the

Companys internal financial controls were adequate and effective during FY 2024.

PARTICULARS OF EMPLOYEES AND REMUNERATION

None of the employees is drawing remuneration in excess of the limits set out in Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 appended to the Companies Act, 2013.

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto forming part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

Being an investment company and not involved in any industrial or manufacturing activity, the Companys activities involve very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption. The disclosures relating to Conservation of Energy and Technology Absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, are not applicable.

During the year under review, the Company did not have any foreign exchange expenditure and foreign exchange earnings.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on the National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fee to the stock exchange upto the financial year 2024- 25.

CORPORATE GOVERNANCE REPORT

The Annual Report contains a separate section on the Companys corporate governance practices. It forms an integral part of this Report, as annexed hereto, together with the Certificate from the Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated in Part E of Schedule V to the Listing Regulations. There are no demat suspense account/ unclaimed suspense account as on the date of this Report as required in Part F of Schedule V of the SEBI Listing Regulations. More details about all the Committees of the Board, including details of the role and responsibilities of Committees, the particulars of meetings held and attendance of the Members at such meetings are stated in the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report is set out hereunder and forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section on Business Responsibility and Sustainability Report is annexed herewith and forms an integral part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

This year the Company was not required to spend any amount as the average net profits before tax of the previous three financial years calculated as per Section 198 of the Companies Act, 2013 was negative.

The Annual Report on CSR activities of FY 2023-24 with requisite details in the specified format as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto and forms part of this report.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

Vigil Mechanism (Whistle Blower Policy) and Code of Conduct

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected, fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee Chairman. The Whistle Blower Policy is posted on the website of the Company.

The Companys "Code of Business Conduct and Ethics (Code of Conduct)" is applicable to the employees including KMPs and directors of the Company and is available on the Companys website. All employees including directors of the Company have affirmed compliance to the Code of Conduct.

Code of Conduct to Regulate, Monitor and report trading by Insiders

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Companys Board. Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them.

The Insider Code also requires pre-clearance for dealing in the Companys shares and prohibits dealing in Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company.

TRANSFER OF SHARES ONLY IN DEMAT MODE

In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, transfer of securities of listed entities can be processed only in dematerialized form. Further, pursuant to SEBI circular dated 25th January 2022, securities of the Company shall be issued in dematerialized form only while processing service requests in relation to issue of duplicate securities certificate, renewal / exchange of securities certificate, endorsement, sub-division / splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Companys website and on the website of the Companys Registrar and Transfer Agents- MDPL. It may be noted that any service request can be processed only after the folio is KYC Compliant.

UPDATING KYC DETAILS

The investor service requests forms for updation of PAN, KYC, Bank details and Nomination viz., Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14 are available on our website www.nbi-india.co.in. We urge the shareholders to submit the Investor Service Request form along with the supporting documents atthe earliest.

In respect of shareholders who hold shares in the dematerialized form and wish to update their PAN, KYC, Bank Details and Nomination are requested to contact their respective Depository Participants.

POLICIES

In addition to its Code of Business Conduct and Ethics, key policies that have been adopted by the Company and uploaded on its website are as under:

Name of the Policy	Web link
Policy for selection and appointment of Directors, Senior Management including criteria for determining qualifications, positive attributes and independence of the directors	http://www.nbi- india.co.in/policies/NBIAppointment Policy.pdf
Archival Policy for Website content	http://www.nbi-india.co.in/Dolicies/NBI Archival Policy.pdf
Policy on Determination of Materiality	http://www.nbi-india.co.in/Dolicies/NBI Determination of Materialitv.pdf
Familiarisation Program for Independent Directors	http://www.nbi-india.co.in/Dolicies/NBI Familiarisation Program.pdf
Insider Trading Code	http://www.nbi-india.co.in/Dolicies/NBI Insider Trading Code.pdf
Policy for Determining Material Subsidiary	http://www.nbi-india.co.in/Dolicies/NBI Material Subsidiary.pdf
Policy on Materiality of Related Party Transactions	http://www.nbi- india.co.in/oolicies/20220518 NBI Policy on Materiality of RPT.pdf
Policy relating to remuneration for the directors, key managerial personnel and other employees	http://www.nbi-india.co.in/Dolicies/NBI Remuneration Policy.pdf
Vigil Mechanism and Whistle Blower Policy	http://www.nbi-india.co.in/Dolicies/NBI Whistle Blower Policy.pdf
Prohibition of Insider Trading	http://www.nbi-india.co.in/Dolicies/NBI Prohibition of Insider Trading Policy.pdf
Corporate Social Responsibility Policy	http://www.nbi-india.co.in/Dolicies/NBI CSR Policy.pdf
Prohibition of Sexual Harassment Policy	http://www.nbi-india.co.in/Dolicies/NBI Prohibition of Sexual Harassment Policy.pdf
Dividend Distribution Policy	http://www.nbi- india.co.in/oolicies/20211227 NBI Dividend Distribution Pol icv.Ddf
Risk Management Policy	http://www.nbi- india.co.in/Dolicies/20220518 NBI Risk Management Policy, pdf

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the support the Company continues to receive from its Bankers and Shareholders and acknowledge the valuable contribution from the employees of the Company.

	For and on behalf of the Board
Place: Kolkata	(Ashok Bhandari)
Dated: May, 2024	Chairman
	DIN:00012210