NESCO Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present herewith the 66th annual report of Nesco Limited along with the audited standalone and consolidated financial statements for the financial year ended 31 March 2025.

1. Overview of Financial Performance

Key financial highlights of the Company for the year ended 31 March 2025 is summarised below:

(Rs.Rs. in lakhs)

	Audited Financial Results (standalone)		Audited Financial Results (consolidated)
Particulars	2024-25	2023-24	2024-25	2023-24*
Income	84,566.75	78,312.87	84,566.75	78,312.87
Profit before depreciation and tax	53,909.69	51,715.06	53,909.00	51,715.06
Depreciation	4,992.64	5,416.51	4,992.64	5,416.51
Profit before taxes	48,917.05	46,298.55	48,916.36	46,298.55
Tax expenses	11,395.07	10,020.19	11,395.07	10,020.19
Net profit after taxes	37,521.98	36,278.36	37,521.29	36,278.36
Opening balance of retained earnings	50.00	50.00	50.00	50.00
Amount available for appropriations	37,569.58	36,407.65	37,568.89	36,407.65
Appropriations:
Dividend	4,227.60	3,170.70	4,227.60	3,170.70
Transfer to general reserve	33,291.98	33,186.95	33,291.29	33,186.95
Closing balance of retained earnings	50.00	50.00	50.00	50.00
Earning per share (Basic) (in Rs.)	53.25	51.49	53.25	51.49
Earning per share (Diluted) (in Rs.)	53.25	51.49	53.25	51.49

*The figures for year ended 31 March 2024 are standalone figures as holding Company incorporated a Wholly Owned Subsidiary (WOS) Company in the name of Nesco Retail Private Limited on 21 February 2025.

2. Review of Operations

The revenue for FY 2024-25 was 84,566.75 lakhs, higher by 7.99% over the previous years revenue of 78,312.87 lakhs in FY 2023-24. The Profit After Tax (‘PAT) for FY 2024-25 was 37,521.98 lakhs registering a growth of 3.43% over the PAT of 36,278.36 lakhs in FY 2023-24.

During the year under review, there was no change in the nature of the Companys business operations. The Company remained debt-free and continued to maintain adequate cash reserves to support its strategic initiatives and operational needs. The Companys strong working capital management framework, supported by a systematic and disciplined approach, ensured effective monitoring and control over receivables, inventories, and other key financial parameters.

The Companys performance has been discussed in detail in the Section ‘Management Discussion and Analysis Report forming part of this annual report.

3. Declaration and payment of Dividend

In keeping with the Companys practice of returning substantial free cash flow to its shareholders and in view of its financial performance, the Board of Directors is pleased to recommend a final dividend of 6.50 (325%) per equity share of 2/- each for the financial year ended 31 March 2025 (dividend of 6.00 (300%) per equity share was declared and paid in the previous year). The total dividend payout for the financial year ended 2024 25 would result in an aggregate outflow of 4,579.90 lakhs. The proposed dividend is subject to approval by the members at the forthcoming Annual General Meeting (‘AGM). If approved, the final dividend will be distributed to those shareholders whose names appear in the Register of Members as on the Record Date i.e. Wednesday, 23 July 2025, as per the list of shareholders/beneficiaries provided by the Registrar and Share Transfer Agents (‘RTA), the depositories namely National Securities Depository Limited (‘NSDL) and Central Depository Services (India) Limited (‘CDSL).

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

Dividend Distribution Policy:

The dividend payment is based upon the parameters mentioned in the dividend distribution policy approved by the Board of Directors of the Company which is in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations).

This policy is uploaded on the Companys website at https:// www.nesco.in/resources/images/pdf/policy/dividend-distribution-policy.pdf

4. Changes in Share Capital

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

5. Transfer to Reserves

The closing balance of the retained earnings of the Company for FY 2024-25, after all appropriations and adjustments was 50 lakhs.

6. Review of Subsidiaries

Nesco Foundation for Innovation and Development:

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

Nesco Hospitality Private Limited:

Nesco Hospitality Private Limited (‘NHPL) erstwhile WOS had gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 and other applicable provisions read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 w.e.f. 17 January 2022. During the year under review, voluntary liquidation of NHPL was completed and the Company was dissolved w.e.f. 2 August 2024.

Nesco Retail Private Limited:

Nesco Retail Private Limited was incorporated on 21 February 2025 as a WOS of the Company. This WOS will be inter-alia carrying on the business of developing, operating, running, managing, and maintaining various amenities including (fuel and non-fuel activities) hospitality, realty and other related activities across locations in India. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the Act), read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, statement containing the salient features of financial statements of the Companys subsidiary Company is provided, in prescribed Form AOC-1 which forms part of consolidated financial statements of the annual report.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

7. Financial Statements

The Company has prepared its financial statements in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (‘Ind AS) as prescribed by the Ministry of Corporate Affairs (‘MCA). These statements also comply with the applicable provisions of the Act, and relevant circulars issued by the MCA from time to time. The significant accounting policies, applied consistently throughout the year, are described in detail in the accompanying notes to the financial statements. The standalone and consolidated annual financial statements, together with the auditors report, constitute an integral part of the annual report.

With the incorporation of Nesco Retail Private Limited, the Companys Wholly Owned Subsidiary on 21 February 2025, the preparation of consolidated financial statements has become applicable to the Company for the FY 2024-25.

8. Directors Responsibility Statement

Your Directors, based on the representations received from the operating management and after due enquiry, confirm in pursuance of Sections 134(3) and 134(5) of the Act, that:

i. The annual accounts for the year ended 31 March 2025 have been prepared in accordance with the applicable accounting standards, with proper explanations provided for their application, and there have been no material departures from the prescribed standards;

ii. The Directors have selected and consistently applied appropriate accounting policies and have made reasonable and prudent judgments and estimates, ensuring that the financial statements present a true and fair view of the Companys state of affairs as at 31 March 2025 and of its profit for the financial year ended on that date;

iii. They have taken proper and adequate care in maintaining accounting records, as required under the provisions of the Companies Act, 2013 to safeguard the assets of the Company and to prevent and detect any fraud or other irregularities;

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

v. they have laid down adequate internal financial controls to be followed by the Company and such internal financial controls were operating effectively during the financial year ended 31 March 2025 and

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

9. Management Discussion and Analysis

In compliance with Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report is included as an integral part of this report.

10. Directors and Key Managerial Personnel

The Board as on 31 March 2025 comprised of 6 Directors (including 2 women Directors) 4 of which are Non-Executive Independent Directors, 1 Non-Executive Promoter Director and a Managing Director who is also the Chairman of the Company.

Retirement by Rotation:

In accordance with the provisions of the Act, Mrs. Sudha S. Patel (DIN:00187055), Non-Executive Non-Independent Director, who retires by rotation at the ensuing AGM and being eligible has offered herself for re-appointment and continuation as a Director who has attained the age of 75 years in terms of Regulation 17(1A) of the Listing Regulations. A resolution seeking shareholders approval for her reappointment along with other required details forms part of the Notice convening the 66th AGM.

Re-appointment of Independent Director:

The Board of Directors at its meeting held on 13 February 2024, upon the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Ms. Amrita V. Chowdhury (DIN:02178520) as an Independent Director of the Company for a 2nd term of 5 consecutive years, commencing from 14 May 2024 and ending on 13 May 2029. This re-appointment was approved by the shareholders through a postal ballot on 21 March 2024.

Independent Directors:

All Independent Directors of the Company have submitted the necessary declarations confirming their compliance with the criteria for independence as specified under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In accordance with Regulation 25(9) of the Listing Regulations, the Board has reviewed and verified the authenticity of these declarations.

Based on this assessment, the Board is of the opinion that all Independent Directors meet the prescribed conditions of independence and continue to remain independent of the management. Furthermore, all Independent Directors have duly complied with the requirements of sub-rules (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, including registration with the Independent Directors database maintained by the Indian Institute of Corporate Affairs.

There has been no change in circumstances that may affect their status as Independent Directors. The Board affirms that the Independent Directors collectively possess the integrity, experience, expertise, and proficiency necessary to discharge their responsibilities effectively.

Apart from aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company.

Details of Directors and composition of various Committees of the Board are provided in the corporate governance report forming part of the annual report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving dividend on shares if any held by them, sitting fees for attending the Board, Committee and Independent Directors meetings, and reimbursement of expenses, if any.

Familiarisation Programme for Independent Directors:

All Directors including Independent Directors are provided with an overview of the Companys operations and functioning at the time of their appointment, as well as through ongoing initiatives. Further details are available in the familiarisation programme section of the corporate governance report.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, Mr. Krishna S. Patel (DIN:01519572), Chairman and Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer, and Ms. Shalini Kamath, Company Secretary and Compliance Officer are Key Managerial Personnel of the Company as on 31 March 2025 and as on date of this report. There have been no changes during the FY 2024-25.

11. Board, Committees and Annual General Meeting

Board Meetings:

The Board convened 4 meetings during the year under review, with detailed disclosures provided in the corporate governance report, which forms part of the annual report. The interval between Board meetings remained within the limits prescribed under the Act and the Listing Regulations.

Committees of the Board:

In compliance with the requirements of the Act and the Listing Regulations, the Board has constituted the following 5 Committees as under:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee and

• Corporate Social Responsibility Committee

The roles, responsibilities, composition, and details of meetings held by each of these Committees during the year are provided in the corporate governance report, which forms part of the annual report.

Each Committee is entrusted with specific functions and operates within the framework of authority delegated by the Board, enabling focused deliberation and informed decision-making in their respective areas.

During the year under review, the Board accepted all recommendations made by the audit committee.

Annual General Meeting: The 65th AGM of the Company was held on 2 August 2024.

12. Annual evaluation of Board performance and performance of its Committees and Directors

In terms of the provisions of the Act, the rules made thereunder, Listing Regulations and the Nomination and Remuneration policy of the Company, the Board of Directors have carried out an annual performance evaluation of its own performance, Board Committees and individual Directors. In terms of the Nomination and Remuneration policy of the Company, the Board/Nomination and Remuneration Committee (‘NRC) evaluated the performance of the Board, after seeking inputs from all the Directors based on a structured questionnaire containing criteria such as the Board composition and structure, effectiveness of Board processes, information, functioning, etc. The performance of the individual Directors was based on criteria such as the contribution of the individual Director to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

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

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

The Independent Directors at their separate meeting held on 30 January 2025, reviewed the performance of Non-Independent Directors and the Board as a whole, Chairperson of the Company after considering the views of the Non-Executive Directors, the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The performance was thereafter rated based on the criterias set by the Nomination and Remuneration Committee. The Chairperson of the NRC summarised to the Board the entire performance evaluation process. Overall performance evaluation exercise was completed to the satisfaction of the Board.

13. Nomination and Remuneration Policy

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

The policy is available on the Companys website at https:// www.nesco.in/resources/images/pdf/Nomination-and-Remuneration-Policy.pdf The NRC policy provides details of the procedures and criteria for appointment and payment of remuneration to Directors, Key Managerial Personnel, Senior Management Personnel, and other employees of the Company. The salient feature of the policy is as under:

Whole Time Directors:

The NRC shall be responsible for identifying suitable persons for appointment/re-appointment of the Directors of the Company. The proposed persons shall possess appropriate expertise, experience, and knowledge in one or more fields of business of the Company, finance, law, management, sales, marketing, administration, real estate, corporate social responsibility, corporate governance, or such other areas related to the Companys business as determined by the NRC. The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission/performance linked bonus (variable components wherever applicable as per terms of appointment) to its Whole Time Director. Salary is paid based on the recommendations of the Nomination and Remuneration Committee and as approved by the Board of Directors, subject to the approval of the shareholders within the limits stipulated under the Act and the rules made thereunder. The remuneration paid to the Whole Time Director is determined keeping in view the industry benchmark and the relative performance of the Company compared to the industry performance.

Non-Executive Directors:

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

Key Managerial Personnel (other than Executive Director):

The Managing Director shall be responsible for identifying suitable persons for the position of Key Managerial Personnel (‘KMP) i.e. Chief Financial Officer and Company Secretary. While evaluating a person for appointment as KMP, factors such as competence, integrity, qualifications, expertise, skills, and experience shall be taken into consideration. The remuneration of KMP other than the Executive Director largely consists of basic salary, perquisites, allowances and variable pay.

Perquisites and retirement benefits are paid according to the Companys policy. The NRC reviews the performance of the KMPs annually and recommends their increments 2024-25 for the approval of the Board. The Company while deciding the remuneration package, also takes into consideration the expertise contributed by the KMP, current employment scenario and remuneration package prevalent in the industry Annual Report and peer group companies.

Senior Management Personnel (‘SMP):

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

Other employees:

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

14. Corporate Social Responsibility (‘CSR)

The Company has been carrying out various CSR activities in terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure A of this report in the format prescribed in the said rules.

For the financial year ended 31 March 2025, the Companys CSR liability, in accordance with Section 135 of the Act and the rules made thereunder (as amended from time to time), along with the approved CSR annual action plan, amounted to 662.96 lakhs and the Company has fully spent this amount and as of 31 March 2025, and there was no unspent CSR amount pending.

The CSR policy is available on the Companys website at https://www.nesco.in/resources/images/pdf/policy/CSR-policy.pdf. For other details regarding the CSR Committee please refer to the corporate governance report, which is a part of this annual report.

15. Internal Financial Control Systems and their Adequacy

The Company has implemented an effective internal control system aligned with its size and operational complexity. These controls help to ensure that transactions are authorised, properly recorded, and that assets are safeguarded from significant misuse or loss. The system supports compliance with accounting standards and includes a comprehensive internal audit program guided by pre-approved plans. Oversight is provided by management and the audit committee through regular reviews and discussions with the governance risk committee. Internal audits are independently conducted across key risk areas, reinforcing accuracy in financial reporting and regulatory compliance. Details on internal controls are outlined in the Management Discussion and Analysis section of this report.

16. Material changes and commitment, if any, affecting the financial position of the ^{Company from the end of the financial year} till the date of this report

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

17. Statutory Auditors and Audit Report

The shareholders at the 65th AGM held on 2 August 2024 approved the appointment of S G D G & Associates LLP (‘S G D G) Chartered Accountants (Firm Registration No.: W100188), as statutory auditors of the Company for a term of 5 consecutive years from the conclusion of the 65th AGM to hold office till the conclusion of the 70th AGM of the Company at such remuneration as may be determined by the Board of Directors and the said auditors from time to time on the recommendation of the audit committee.

The Company has received their willingness certificate to continue as statutory auditors of the Company. They have also submitted their eligibility certificate stating they are not disqualified to continue to hold the office of statutory auditors. They also continue to hold a valid peer review certificate. The auditors have issued an unmodified opinion report on the standalone and consolidated financial statements of the Company for FY 2024-25 which forms part of the annual report. During the year under review, the auditors have not reported any matter under Section 143(12) of the Act and therefore no details are disclosed under Section 134(3)(ca) of the Act.

18. Cost Auditors and Audit Report

Your Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, your Company has been making and maintaining such cost records as per the requirements. In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the audit committee recommended and the Board of Directors has appointed Y. S. Thakar & Co., Cost Accountants, (Firm Registration No. 000318) being eligible, as cost auditors of the Company, to carry out the cost audit of the products manufactured by the Company in relation to the financial year ending 31 March 2026 for its Indabrator division at Gujarat. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The cost auditors have confirmed they are not disqualified to be appointed as the cost auditors of your Company for the year ending 31 March 2026. The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of the audit committee. In terms of the Act and rules made thereunder, the requisite resolution for ratification of remuneration of the cost auditors by the members has been set out in the Notice convening the 66th AGM. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the cost auditors would be reasonable, fair and commensurate with the scope of work carried out by them.

The cost audit report for the year ended 31 March 2024 was filed with MCA on 11 June 2024.

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

19. Secretarial Auditor and Audit Report

In accordance with the provisions of Section 204 of Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Ms. Neeta H. Desai of ND & Associates, Practicing Company Secretary, to conduct the secretarial audit for the financial year ended 31 March 2025.

The annual secretarial compliance report issued by the secretarial auditor in terms of Regulation 24A of Listing Regulations, was submitted to the stock exchanges within the statutory timelines.

The secretarial audit report for financial year ended 31 March 2025 does not contain any qualification, reservation, or adverse remark, except for the comments detailed in the report which is self-explanatory and is attached as Annexure B to this report.

Furthermore, pursuant to Section 204 of the Act, read with the relevant rules and the Listing Regulations, as amended from time to time, the Board of Directors based on the recommendation of the audit committee has recommended the appointment of Ms. Neeta H. Desai (FCS No. 3262; COP No. 4741) of ND & Associates as the secretarial auditor of the Company for one term of 5 consecutive years to hold office commencing from the financial year 2025-26 till financial year 2029-30. Her remuneration shall be determined by the Board of Directors and the secretarial auditor, based on the recommendation of the audit committee, from time to time. Details of the remuneration proposed for the FY 2025-26 and her brief profile is detailed in the Notice convening the ensuing AGM.

Ms. Neeta H. Desai has confirmed that she is eligible and has given her consent for appointment as secretarial auditor of the Company for one term of 5 consecutive years and holds a valid peer review certificate, in compliance with the applicable provisions of the Act and the rules framed thereunder. A resolution seeking shareholders approval for her appointment has been included in the Notice convening the 66th AGM.

20. Risk Management

The Company has formulated and implemented a Risk Management policy, in line with the requirements of Listing Regulations. A Risk Management Committee has been constituted by the Board of Directors to oversee the Companys risk management framework. This includes identifying and assessing key risks, implementing mitigation measures, monitoring their effectiveness, and reporting in accordance with regulatory guidelines. The Committee plays a key role in supporting the Board in discharging its oversight responsibilities related to enterprise risk management.

The Risk Management Committee functions under defined terms of reference set by the Board and is responsible for framing, implementing, and reviewing the Companys risk management plan. The audit committee provides additional oversight specifically in relation to financial risks and internal controls.

The Risk Management policy is available on the Companys website at https://www.nesco.in/resources/images/pdf/ policy/Risk-Management-Policy.pdf.

During the year, the Board was of the view that no risk elements were identified that could pose a threat to the Companys continued operations.

Details of the Committees composition are provided in the corporate governance report. A dedicated section on the Companys risk management practices is also included in the Management Discussion and Analysis Report, forming part of this report.

21. Whistle Blower Policy and Vigil Mechanism

The Company maintains a zero-tolerance stance towards unethical conduct and upholds the highest standards of integrity in all its business dealings. To support this commitment, a whistle blower policy and a vigil mechanism are in place, enabling stakeholders, employees, and directors to report concerns related to unethical behaviour, suspected fraud, or violations of the Companys Code of Business Conduct and Ethics.

The policy ensures confidentiality and provides safeguards against any form of victimisation for individuals who raise concerns. It also allows for direct access to the Chairperson of the audit committee when necessary. The Company affirms that no individual has been denied access to the audit committee. Concerns can be reported via email at whistleblower@nesco.in. The Whistle Blower policy is accessible on the Companys website at https://www.nesco. in/resources/images/pdf/policy/whistle-blower-policy. pdf and is also available on the internal Human Resource Management System (‘HRMS) portal. To reinforce awareness and compliance, the Company conducted both online and offline training sessions for employees and workers on this policy.

No complaints were reported under this policy for the year under review.

22. Particulars of Loans, Guarantees, and Investments

Particulars of loans, guarantees and investments covered 2024-25 under Section 186 of the Act, forms part of note no. 38 to the standalone financial statements provided in this annual report. Annual Report

23. Related Party Transactions

All Related Party Transactions (‘RPTs) entered into during the year were conducted in its ordinary course of business and on an arms length basis. Accordingly, there are no transactions requiring disclosure under Section 188(1) of the Act and Form AOC-2 is not applicable for FY 2024 25 and hence do not form part of this report. There were no materially significant RPTs that could pose a conflict of interest with the Company.

Wherever required, prior approval of the audit committee was obtained for RPTs. Disclosures as per Ind AS-24 are provided in Note No. 42 of the standalone audited financial statements.

The policy on Related Party Transactions is available on the Companys website at https://www.nesco.in/resources/ images/pdf/Policy-on-Materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party.pdf

24. Significant and Material Orders passed by the Regulators/Courts/Tribunals

During the year under review, no significant or material orders were passed by any regulators, courts, or tribunals that would impact the Companys going concern status or its future operations.

25. Compliance with Secretarial Standards

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India, as required under Section 118(10) of the Act for the financial year ended 31 March 2025.

26. Corporate Governance Report and Certificate

Pursuant to Regulation 34 of the Listing Regulations, the corporate governance report is included as an integral part of this annual report. In compliance with Schedule V of the Listing Regulations, an Independent auditors certificate on corporate governance has been obtained from S G D G & Associates LLP, chartered accountants, the Companys statutory auditors.

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

The details relating to energy conservation, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act and the applicable rules, are provided in Annexure C to this report.

28. Particulars of Employees and Related Disclosures

The disclosures required under Section 197(12) of the Act, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure D to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of said rules is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary at companysecretary@nesco.in.

29. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://www.nesco.in/financials. (under section annual reports-annual return).

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

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has implemented a policy on Prevention, Prohibition, and Redressal of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. An Internal Complaints Committee (‘ICC) has been constituted to address and resolve complaints related to sexual harassment in a fair and transparent manner. The policy outlines the procedures for reporting and investigating such incidents and applies to all women employees, including those who are permanent, temporary, contractual, or trainees. It also includes safeguards to protect complainants from any form of retaliation or victimisation. During the year under review, the Company did not receive any complaints under this policy. To reinforce awareness and compliance, the Company conducted training sessions for its employees and workers.

The policy is accessible on the Companys website at https:// www.nesco.in/resources/images/pdf/policy/policy-on-sexual-harrassment-at-workplace.pdf and is also available on the intranet.

31. Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR) forms part of this annual report, outlining the Companys Environmental, Social, and Governance (‘ESG) initiatives for the financial year ended 31 March 2025. The BRSR provides disclosures aligned with the 9 principles of the National Guidelines on Responsible Business Conduct (‘NGRBC).

32. Credit Rating

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

During the year SES ESG Research Private Limited (‘SES) has, assigned an ESG Score (Adjusted) as 68.8 for the Company based on the BRSR data pertaining to FY 2023-24.

33. Human Resources

For details, please refer to the Human Resources and Industrial Relations section within the Management Discussion and Analysis Report.

34. General Disclosures

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

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

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

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

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

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

35. Acknowledgement

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

For and on behalf of the Board of Directors,	Krishna S. Patel
Mumbai	Chairman and Managing Director
16 May 2025	DIN: 01519572