Nuvoco Vistas Corporation Ltd Directors Report

To,

The Members of

Nuvoco Vistas Corporation Limited (the "Company")

The Directors present their 25^th Annual Report (3^rd Integrated Annual Report) on the performance of the Company along with the Audited Financial Statements for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

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Particulars	Standalone		Consolidated
	FY 2023-24 FY 2022-23		FY 2023-24 FY 2022-23
Income
Revenue from operations	8,939.23	8,581.52	10,732.89	10,586.17
Other income	119.97	97.79	33.49	13.21
Total Income	9,059.20	8,679.31	10,766.38	10,599.38
Earnings before Interest, Tax, Depreciation & Amortisation	1,219.64	917.29	1,657.20	1,223.59
Total Expenses	8,851.30	8,811.54	10,560.45	10,838.82
Profit / (Loss) before exceptional item and tax	207.90	(132.23)	205.93	(239.44)
Exceptional item	-	238.22	-	405.80
Profit/(Loss) before tax	207.90	(370.45)	205.93	(645.24)
Tax expenses	54.87	(460.62)	58.56	(661.10)
Profit after tax	153.03	90.17	147.37	15.86
Other comprehensive income
Items that will not be reclassified to Profit or Loss:
Re-measurements gains/ (losses) of defined benefit plans	(3.37)	0.82	(4.50)	2.17
Income tax related to above	1.18	(0.29)	1.57	(0.29)
Total(A)	(2.19)	0.53	(2.93)	1.88
Items that will be reclassified to Profit or Loss:
Net change in fair value of derivatives designated as cash flow hedges	0.12	0.05	0.12	0.05
Income tax related to above	(0.04)	(0.02)	(0.04)	(0.02)
Total(B)	0.08	0.03	0.08	0.03
Other comprehensive income for the year (A+B)	(2.11)	0.56	(2.85)	1.91
Total comprehensive income for the year	150.92	90.73	144.52	17.77

INTEGRATED ANNUAL REPORT

The Company has voluntarily published 3^rd Integrated Annual Report for FY 2023-24 demonstrating its focus on Corporate Governance, compliances and transparent reporting practices.

DIVIDEND

The Company has not declared dividend for FY 2023-24. DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Board of Directors of the Company have adopted a Dividend Distribution Policy. The same is available on the Companys website at www.nuvoco.com/Policies/ DividendDistribution-Policy

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of the total comprehensive income of 150.92 crores for FY 2023-24 in the Retained Earnings.

PERFORMANCE REVIEW Consolidated

The revenue from operations for FY 2023-24 increased to 10,732.89 crores from 10,586.17 crores in the previous year. The Earnings before Interest, Tax, Depreciation and Amortisation ("EBITDA") stood at 1,657.20 crores; an increase of 35.44% as compared to 1,223.59 crores earned in the previous year. This increase was mainly on account of lower fuel cost (coal and pet coke) and cost reduction measures taken by the Company as compared to previous year. The total comprehensive income for the year was 144.52 crores as compared to 17.77 crores in the previous year.

Cement of 18,841 KT was produced in FY 2023-24 as against 18,782 KT in the previous year. Clinker production increased to 10,477 KT as against 10,397 KT in the previous year. Cement sales volume was 18,773 KT as against 18,803 KT in the previous year.

Standalone

The revenue from operations for FY 2023-24 increased to 8,939.23 crores from 8,581.52 crores in the previous year. EBIDTA stood at 1,219.64 crores; an increase of 32.96% as

Marketing Initiatives

In FY 2023-24, the Company launched several strategic initiatives to broaden its market presence and enhance customer service. These efforts included impactful marketing campaigns such as "Seedhi Baat Hai, Duragurad Khaas Hai," "Concreto - Naam hi Kaafi Hai" and "Sabse Khaas Sarpanch." Moreover, the debut of "Duraguard F2F" in Jharkhand highlighted Nuvocos dedication to innovation and superior service. Additionally, there was a significant overhaul in the branding framework, with all product packaging now prominently featuring Mother Brand Nuvoco in the front, symbolising unified commitment to excellence. Concreto - Naam hi Kaafi Hai Campaign

The Company announced its collaboration with the legendary superstar, Prosenjit Chatterjee, for his cinematic marvel, "Dawshom Awbotaar". This unique partnership of Concreto Cements Naam Tai Joteshto campaign with Prosenjit Chatterjee highlights the similarities between the two. Just as the actors name is synonymous with brilliance in the entertainment world, Concretos name is synonymous with excellence in the cement industry. The film made a significant impact on Bengali cinema, reflecting the superior quality and premium standards that Concreto Cement brings to the construction sector.

Seedhi Baat Hai, Duragurad Khaas Hai Campaign

The latest Brand Campaign - "Seedhi Baat Hai, Duraguard Khaas Hai" has been exclusively designed to promote the entire range of Duraguard Cement. The campaign has already taken off in the key markets of Rajasthan, Haryana, Gujarat, Madhya Pradesh, Uttar Pradesh, Punjab and Chhattisgarh. The Company has strategically amplified its presence through diverse content across print, radio, TV, social media, blogs and more.

Sabse Khaas Sarpanch - Brand Activation Campaign The Company launched an interactive brand activation called "Sabse Khaas Sarpanch" under the Duraguard brand campaign "Seedhi Baat Hai, Duragurad Khaas Hai". This unique activation is a celebration and acknowledgment of the efforts of the most exceptional Sarpanch (Village Head) in West Madhya Pradesh. The platform allows the Sarpanch to share impactful stories of their contributions to village development, highlighting their remarkable initiatives. The Company believes that this campaign will help strengthen its position in the market and elevate its brand. This campaign involved 360? promotion across digital, radio and personal outreach to create awareness and encourage Sarpanches to submit entries showcasing their village improvement work. The campaign involves extensive event amplification across print and digital media.

Ready-Mix Concrete ("RMX")

With 58 (fifty eight) plants across India as on March 31, 2024, the Company is one of the leading industry players in the RMX industry. As a preferred partner, it provides concrete solutions to developers, small contractors, builders, architects and individual home builders at large.

The Companys product portfolio includes Concreto (Performance concrete), Artiste (Decorative concrete), InstaMix (Ready-to-use Bagged Concrete), X-Con (M20 to M60 grade), and Ecodure (Special green concrete).

The Company launched 7 (seven) RMX plants in FY 2023-24, bringing the total number of RMX plants in the network to 58 (fifty eight). The new plants commissioned in FY 2023-24 are at Kandivali (Mumbai), Nerul (Mumbai), Pune, Patna, Vizag, Medchal (Hyderabad) and Coimbatore.

Some of the notable landmark projects concluded in FY 2023-24 were New Cricket stadium at Nadhwara (Udaipur), Presidential

House Extension (New Delhi), CAPFIMS (AIIMS) Hospital (New Delhi), Flooring solution-Patna Planetarium (Taramandal), Vizag Airport, Chennai Metro, HPCL Refinery Vizag and Oncology Chamber of Wockhardt Hospitals (Rajkot).

The Company launched 2 (two) new products under RMX category - Artiste Flooring Solution and Instamix Superior Column Concrete.

Artiste Flooring Solution

The Company launched Artiste Industrial Craft Flooring Concrete Solution that redefines the conventional approach to flooring. Its applications ranges from Manufacturing Facilities to Warehouses & Distribution Centers, Parking and Podium areas to Cold Storage units, and even Exhibition & Convention Centers, Data Centers, and Office Spaces.

InstaMix Superior Column Concrete - A Revolutionary Solution for Effortless Column Construction

The Company introduced the revolutionary product, InstaMix Superior Column Concrete. This specialised concrete solution is meticulously designed for column construction, aiming to address the persistent challenges faced by developers and contractors. The products unique formula provides an extended workability duration of up to four hours, effectively clearing the challenges faced during column construction. InstaMix Superior Column Concrete provides a remarkable advantage of early deshuttering of cast columns. Unlike OPC concrete with standard mix design, which often demands 7 to 14 days for de-shuttering of cast columns, InstaMix paves the way for early de-shuttering within just 12 to 16 hours, attaining a strength of up to 6 MPa, depending on weather conditions. This ensures ease of pouring and sets a new standard for efficiency during construction. Modern Building Materials ("MBM")

The Companys MBM business serves as a pivotal distinguishing factor for the Company. Under the Brand name Zero M the Company markets and sells varied range of products namely Construction Chemicals, Multipurpose Bonding and Waterproofing Agents, Wall Putty, Tile Adhesive, Ready-Mix Dry Plaster and Cover Blocks for different construction application.

Zero M provides a complete portfolio for tiling solutions comprising of Tile Adhesive, Tile Grout and Tile Cleaner. It represents a ONE-STOP-SHOP proposition for all tile and stone fixing projects, exceeding industry standards and ensuring precise and efficient applications.

The Company is continuously innovating formulations at its own research centre to deliver best-in-class quality that meets customer requirements. Its versatile product range offers a seamless user experience, superior quality, and excellent customer service. The Companys products are recently approved by CPWD-Raipur, Chhattisgarh for usage in construction activities.

The Company is confident that Zero M Franchisee will revolutionise the tile and stone fixing experience, elevating standards and instilling confidence in all of its endeavours. Unifying Brand Identity

The strategic decision to standardise the Companys packaging was driven by a vision to harmonise the diverse brand identities within Cement, RMX, and MBM businesses under a Mother Brand. The Company proudly introduced the unifying element "NUVOCO" prominently displayed on the packaging of all its brands. This initiative serves to firmly align the Company brand with its sub-brands, fortifying the prominence of NUVOCO Mother Brand and ensuring enduring brand resonance for years to come.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY 2023-24 till the date of this Boards Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

Ongoing Cement Cartelisation Case

In August 2016, the Competition Commission of India ("CCI") passed an Order levying a penalty of 490 crores on the Company in connection with a complaint filed by the Builders Association of India against leading cement companies (including the Company) for alleged violation of certain provisions of the Competition Act, 2002. The Company had filed an appeal against the Order before the Competition Appellate Tribunal ("COMPAT"). The COMPAT had passed an interim order directing the Company to pre-deposit 10% of the penalty amount and granted stay on the remaining 90% of the penalty amount subject to the condition that in case appeal is finally decided against the Company, then Company shall be liable to pay interest of 12% p.a. on the said 90% penalty amount stayed pursuant to the interim order.

The pre-deposit of 10% of the penalty amount was accordingly made pursuant to the Orders of COMPAT. The COMPAT was replaced by the National Company Law Appellate Tribunal ("NCLAT") effective May 26, 2017, and NCLAT vide its judgment dated July 25, 2018, dismissed the Companys appeal and upheld the CCIs order. Against the above judgment of NCLAT, the Company appealed before the Honble Supreme Court, and vide its order dated October 05, 2018, the Honble Supreme Court admitted the appeal of the Company and directed continuation of the interim order as originally passed by the COMPAT.

The Company under the Share Purchase Agreement ("SPA") is indemnified by erstwhile promoter group for loss arising from claims/ demands in case penalty is upheld by Honble Supreme Court. However, the erstwhile promoter has disputed their obligation towards indemnification of any amount including interest beyond the cap of 490 crores. Honble Delhi High Court vide its order dated December 06, 2021, preserved the liberty of the Company to invoke appropriate legal recourse in case such a need arises in future in the event of a dispute in relation to SPA to claim any consequential interest demand beyond the cap, subsequent to disposal of the pending appeal against CCI penalty demand before Honble Supreme Court.

FINANCE

Consolidated

The cash flows from operations were positive 1,592.54 crores in FY 2023-24 (FY 2022-23 1,711.40 crores). Spend on capex was 581.38 crores in FY 2023-24 (FY 2022-23 486.33 crores). The borrowing of the Company as at March 31, 2024 stood at 4,137.03 crores (as at March 31, 2023 4,617.70 crores). Cash and bank balances stood at 106.98 crores (as at March 31,2023 203.15 crores). The Net Debt to Equity stood at 0.45 times (as at March 31,2023 0.50 times).

Standalone

The cash flows from operations were positive 1,048.28 crores in FY 2023-24 (FY 2022-23 1,022.96 crores). Spend on capex was 416.28 crores in FY 2023-24 (FY 2022-23 352.69 crores).

The borrowing of the Company as at March 31, 2024 stood at 2,915.13 crores (as at March 31, 2023 3,199.54 crores). Cash and bank balances stood at 85.37 crores (as at March 31,2023 180.25 crores). The Net Debt to Equity stood at 0.31 times (as at March 31,2023 0.34 times).

CREDIT RATING

The Company has obtained ratings from CRISIL Ratings Limited ("CRISIL") and India Ratings and Research Private Limited ("Ind-Ra") and there has been no revision in credit ratings, during the year under review.

The Companys credit rating denotes a high degree of safety regarding timely servicing of financial obligations. The Company has received the following credit ratings for its long term and short term credit Bank Loan facilities, Commercial Papers and Non-Convertible Debentures from CRISIL and Ind-Ra:

Rating Agency	Instrument/Facility	Rating
CRISIL Ratings	Bank Loan Facilities (Long Term)	CRISIL AA/Stable
Limited	Bank Loan Facilities (Short Term)	CRISIL A1 +
	Non-Convertible Debentures	CRISIL AA/ Stable
	Non-Convertible Debentures (Perpetual)	CRISIL AA-/ Stable
	Commercial Papers	CRISILA1 +
India Ratings and Research	Bank Loan Facilities (Long Term/Short Term)	IND AA/Positive/ IND A1 +
Private Limited	Non-Convertible Debentures (Perpetual)	IND AA-/ Positive
	Commercial Papers	INDA1 +

SHARE CAPITAL

During the year under review, there was no change in the Authorised, Issued, Subscribed and Paid-up Share Capital of the Company.

As at March 31, 2024, the Authorised Share Capital of the Company was 88,01,11,00,000/- divided into 7,80,11,10,000 equity shares having face value of 10/- each and 1,00,00,00,000 preference shares having face value of 10/- each and the Issued, Subscribed and Paid-up Share Capital of the Company was 3,57,15,61,530/- divided into 35,71,56,153 equity shares having face value of 10/- each.

DEBENTURES

During the year under review, the Company had redeemed Secured, Listed, Redeemable and Rated Non-Convertible Debentures aggregating 500 crores on September 25, 2023.

As on March 31, 2024, Secured, Listed, Redeemable and Rated Non-Convertible Debentures aggregating 350 crores and Unsecured, Listed, Redeemable and Rated Non-Convertible Debentures aggregating 600 crores were outstanding.

All the NCDs aggregating 950 crores are listed on the Wholesale Debt Market segment of The National Stock Exchange of India Limited.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements and transparency in all its dealings and places high emphasis on business ethics.

As per Regulation 34 read with Schedule V of the Listing Regulations, a separate report on Corporate Governance together with a certificate from M/s. Parikh & Associates, Company Secretaries, Secretarial Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations, forms part of this Integrated Annual Report.

EVENTS SUBSEQUENT TO THE YEAR UNDER REVIEW Re-appointment of Independent Director

Mr. Achal Bakeri (DIN: 00397573) completed his first term of 3 (three) consecutive years as an Independent Director of the Company on April 07, 2024.

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors and after taking into account the performance evaluation of Mr. Achal Bakeri during his first term and considering his knowledge, acumen, expertise, experience in his field, his substantial contribution and requisite skills sets & expertise possessed by him, the Members of the Company on April 01,2024, by way of a Special Resolution passed through Postal Ballot, approved the re-appointment of Mr. Achal Bakeri as an Independent Director of the Company, for a second term of 5 (five) consecutive years commencing from April 07, 2024 upto April 06, 2029, not liable to retire by rotation.

BOARD OF DIRECTORS Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Hiren Patel (DIN: 00145149), Non-Executive Director (Chairman) of the Company, retires by rotation and being eligible, has offered himself for re-appointment.

The Resolution seeking Members approval for his re-appointment along with the disclosures required pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards-2 on General Meetings forms part of the Notice of the ensuing 25^th Annual General Meeting (the "AGM"). Re-appointment of Managing Director

At the 24^th AGM of the Company held on July 26, 2023, the Members of the Company had approved appointment of Mr. Jayakumar Krishnaswamy (DIN: 02099219) for a further period of 5 (five) years commencing from September 17, 2023 till September 16, 2028.

Appointment of Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had appointed Mr. Shishir Desai (DIN: 01453410) as an Additional Non-Executive Independent Director with effect from August 16, 2023, subject to approval of the Members of the Company.

The Members of the Company on October 17, 2023, by way of a Special Resolution passed through Postal Ballot, approved appointment of Mr. Shishir Desai as a Non-Executive Independent Director for a term upto 5 (five) consecutive years i.e. from August 16, 2023 upto August 15, 2028, not liable to retire by rotation.

Resignation of Independent Director

Mr. Berjis Desai (DIN: 00153675) had resigned from the position of the Non-Executive, Independent Director of the Company w.e.f. August 17, 2023, and he confirmed that there were no material reasons for his resignation. The Board placed on record its sincere appreciation for the valuable contribution and guidance rendered by him.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board of Directors of the Company are of the opinion that the Independent Directors of the Company are leading professionals with high level of expertise and rich experience across a wide spectrum of functional areas such as leadership/ operational, business & industry and strategy planning, financial & risk management expertise, corporate governance, research & development, innovation and sustainability, human resource development. They hold high standards of integrity and are independent of the management.

The Company has received confirmation from the Independent Directors of the Company regarding the registration of their names in the databank maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Familiarisation Programme for Independent Directors

Details of Familiarisation Programme for the Independent Directors of the Company are provided separately in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Board Committees

As on March 31, 2024, the Board has following Committees according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility Committee;

• Stakeholders Relationship Committee; and

• Risk Management Committee.

During the year under review, there were no instances of nonacceptance of any recommendation of the Committees of the Company by the Board of Directors.

The Audit Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee were re-constituted during the year under review. The details of composition of the Board and its Committees, number of meetings held, attendance of Board and Committees Members at such meetings, including Committees terms of reference are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The composition and terms of reference of all the Committees of the Company are in line with the provisions of the Act and the Listing Regulations.

Number of Board Meetings

During the year under review, 6 (six) Board Meetings were convened and held, the details of which are provided in

the Corporate Governance Report, which forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the Listing Regulations.

BOARD EVALUATION

The Company has devised a framework for performance evaluation of the Board, its Committees and individual Directors in compliance with the provisions of Sections 134 and 178 of the Act, Regulation 17(10) of the Listing Regulations and the Nomination and Remuneration Policy of the Company.

The Board carried out evaluation of its own performance and that of its Committees and individual Directors. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance of the Chairman of the Board was also reviewed, taking into account the views of the Executive, Non-Executive and Independent Directors.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the corporate strategy etc. The individual evaluation is based on criteria which inter alia includes, competency, knowledge of the industry, attendance and preparedness for the meetings, contribution at meetings and role in the Committees.

Structured questionnaires were circulated to the Directors for providing feedback on functioning of the Board, Committees and the Chairman of the Board and the areas of improvement for enhancing the effectiveness. Based on the inputs received, action plans are drawn up in consultation with the Directors.

In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance of the Board as a whole including the Chairman of the Board taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timelines of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors of the Company were satisfied with the overall functioning of the Board and its various Committees, which displayed a high level of commitment and engagement and appreciated the high standards of corporate governance, timely reporting and complete transparency of information of the Company.

KEY MANAGERIAL PERSONNEL ("KMP")

As at March 31, 2024, in terms of the provisions of Section 2(51) and Section 203 of the Act, following are the KMP of the Company:

- Mr. Jayakumar Krishnaswamy, Managing Director;

- Mr. Maneesh Agrawal, Chief Financial Officer;

- Ms. Madhumita Basu, Sales and Business Development, Cement (North) and Marketing; and

- Ms. Shruta Sanghavi, Company Secretary. REMUNERATION POLICY

The Company has in place a Policy on the appointment and remuneration for Directors and Senior Management Personnel, including criteria for determining qualifications, independence of a Director and other related matters, in accordance with the provisions of Section 178 of the Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The said Policy is available on the Companys website at

www.nuvoco.com/Policies/Remuneration-Policy-for-Directors-

KMP-and-other-Employees.

The salient features of the said Policy are set out in the Corporate Governance Report, which forms part of this Integrated Annual Report.

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender which will help the Company retain competitive advantage. The Policy on the Diversity of the Board of Directors adopted by the Board sets out its approach to diversity.

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Vigil Mechanism and Whistleblower Policy (the "Policy") and established the necessary vigil mechanism, which is in line with the provisions of Section 177 of the Act and Regulation 22(1) of the Listing Regulations. Pursuant to the Policy, the Whistleblower can raise concerns relating to Reportable Matters (as defined in the Policy) such as general malpractice/unethical and improper practices and events, which have taken place/ reasonable apprehension involving: (a) Abuse of authority; (b) Breach of contract; (c) Negligence causing substantial and specific danger to public health and safety; (d) Manipulation of the Companys data/records; (e) Financial irregularities, including fraud or suspected fraud or deficiencies in internal control and check, or deliberate error in preparations of financial statements, or misrepresentation of financial reports; (f) Any unlawful act; whether criminal/ civil; (g) Pilferage of confidential/ propriety information; (h) Deliberate violation of law/regulation; (i) Bribery or corruption; (j) Harassment; (k) Retaliation; (l) Breach of IT security and data privacy; (m) Social media misuse; (n) Wastage/misappropriation of Companys funds/ assets; (o) Taking kickbacks/seeking bribes, forgery, misuse of the Companys resources, etc; (p) Breach of Companys policies or failure to implement or comply with any existing policies of the Company, as notified from time to time, by or against the Directors and employees, etc.

Further, the mechanism adopted by the Company encourages the Whistleblower to disclose the Reportable Matters to the Whistle Officer who in turn reports the matter to the Ethics and Compliance Committee for further action. The Policy sets out a detailed mechanism of investigation and also provides for adequate safeguards against retaliation and victimisation of the Whistleblower, who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee supervises the development and implementation of the Policy, including the work of the Ethics and Compliance Committee. Co-ordination of the investigation of any serious Protected Disclosures concerning the alleged violation of laws or regulations is the responsibility of the Audit Committee. During the year under review, the Company had received 6 (six) complaints under the Policy, which were resolved expeditiously. There were no pending complaints at the end of the year.

It is affirmed that no personnel of the Company has been denied access to the Ethics and Compliance Committee and Audit Committee.

The Policy is available on the Companys website at www.nuvoco. com/Policies/Vigil Mechanism and Whistle Blower Policy.

RISK MANAGEMENT

The Company has a Business Risk Management framework in place to identify, evaluate business risks and opportunities. This framework focuses to assess risks to the achievement of business objectives and to deploy mitigation measures.

The framework has been established across the organisation and is designed to identify, assess and frame a response to threats including fraud risk that affect the achievement of its objectives. The Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together govern how the Company conducts its business and manages associated risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. The Companys internal control systems include policies and procedures, IT systems, delegation of authority, segregation of duties, internal audit, and review framework, etc. Clearly defined roles and responsibilities have been institutionalised and systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Companys operations. Controls were tested during the year under review and no reportable material weakness in the operations or in the design were observed. These controls are periodically reviewed to ensure that they remain updated to the change in environment.

The internal financial controls have been laid down and the management believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls, work performed by the internal, statutory and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023-24 for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy, optimal utilisation of resources and completeness of accounting records and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis for the year under review, as stipulated under the Listing Regulations, forms part of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has always been committed to sustainable development; pursuing a Corporate Social Responsibility ("CSR") strategy that combines industrial know-how with performance, value creation, respect for communities & local cultures, and environmental protection, as well as conservation of natural resources and energy and involving partnership with nearby communities to bring about a meaningful change to improve their quality of life and thus creating shared values both for nearby communities and the Company. Through the 5 (five) pillars of the CSR Policy, namely Sangrahit Bharat (Natural Resource Management), Swasth Bharat (Health), Shikshit Bharat (Education), Saksham Bharat (Livelihood and Skill Development) and Sanrachit Bharat (Rural Infrastructure Development), the Company continues to foster a safe and responsible environment for sustained development.

The Annual Report on CSR activities for FY 2023-24 is annexed as Annexure 1 to this Boards Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Integrated Annual Report.

The CSR policy is available on the Companys website at www.nuvoco.com/Policies/CSR-Policy.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Audited Consolidated Financial Statements together with the Auditors Report thereon, forms part of this Integrated Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Audited Standalone and Consolidated Financial Statements of the Company along with relevant documents and the Financial Statements of NVL are available on the Companys website at www.nuvoco.com/performance-highlights.

Any Member desirous of obtaining copies of the Financial Statements of NVL may write an e-mail to investor.relations@nuvoco.com upto the date of the ensuing AGM.

HOLDING, SUBSIDIARY AND JOINT VENTURE

As on March 31, 2024, Niyogi Enterprise Private Limited is the Holding Company. The Company has 1 (one) unlisted material wholly owned subsidiary, viz. NU Vista Limited, 1 (one) joint venture, viz. Wardha Vaalley Coal Field Private Limited.

A statement containing the salient features of the Financial Statements, including the performance and financial position of the Joint Venture and NVL as per the provisions of the Act, is provided in the prescribed Form AOC-1, which is annexed as Annexure 2 to this Boards Report.

The Company has in place a Policy for determining Material Subsidiary. The Policy is available on the Companys website at www.nuvoco.com/Policies/Policy for Determination of Material Subsidiary.

RELATED PARTY TRANSACTIONS

All Related Party Transactions ("RPTs") entered into by the Company during the year under review were on an arms length basis and in the ordinary course of business. All RPTs were reviewed and approved by the Audit Committee. An omnibus approval was obtained for the RPTs which were repetitive in nature and not foreseen. All RPTs entered pursuant to the omnibus approval so granted were placed before the Audit Committee on a quarterly basis for its review.

During FY 2023-24, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions of the Company.

The Companys major RPTs were generally with its unlisted material wholly owned subsidiary, NVL.

There were no material significant RPTs which could have a potential conflict with the interest of the Company at large. Also, there were no RPTs under the scope of Section 188(1) of the Act. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this Boards Report.

The Policy is available on the Companys website at www.nuvoco. com/Policies/Policy On Materiality of RPT & Dealing With RPTs.

In terms of Regulation 23 of the Listing Regulations, the Company submits the details of RPTs to the Stock Exchanges on a half-yearly basis.

The details of RPTs that were entered into during FY 2023-24 are given in the Notes forming part of the Standalone Financial Statements, which forms part of this Integrated Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Details of Loans, Securities and Investments covered under the provisions of Section 186 of the Act read with the Rules framed thereunder are given in the Notes forming part of the Standalone Financial Statements, which forms part of this Integrated Annual Report.

AUDITORS AND THEIR REPORT Statutory Auditors

At the 23^rd AGM held on August 05, 2022, M/s. M S K A & Associates, Chartered Accountants (Firm Registration Number 105047W) ("M S K A") were re-appointed as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office from conclusion of 23^rd AGM until the conclusion of 28^th AGM to be held in the year 2027.

Pursuant to Sections 139 and 141 of the Act and Rules framed thereunder, M S K A have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and have furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

The Notes on Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any further comments. The Auditors Reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly, it has made and maintained such cost accounts and records.

M/s. D. C. Dave & Co. Cost Accountants, Mumbai (Firm Registration Number 000611) ("D. C. Dave & Co.") have conducted the audit of cost records maintained by the Company for FY 2023-24. The Board at its meeting held on April 30, 2024, based on the recommendation of the Audit Committee have appointed D. C. Dave & Co. as the Cost Auditors of the Company for FY 2024-25 under Section 148 and other applicable provisions of the Act.

In accordance with the provisions of Section 148(3) of the Act read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, a resolution seeking ratification of the remuneration payable to D. C. Dave & Co., for FY 2024-25 has been incorporated in the Notice of the ensuing AGM for approval by the Members.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules framed thereunder, the Board had appointed M/s. Parikh & Associates, Practising Company Secretaries (Firm Registration Number P1988MH009800) ("Parikh & Associates"), to conduct Secretarial Audit of the Company for FY 2023-24. The Report of the Secretarial Auditors in Form MR-3 for FY 2023-24 is annexed as Annexure 3 to this Boards Report.

Further, pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of NVL, an unlisted material wholly owned subsidiary of the Company in terms of Regulation 16(1 )(c) of the Listing Regulations, submitted by Parikh & Associates is also annexed as Annexure 3A to this Boards Report.

In terms of Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report for FY 2023-24 from Parikh & Associates.

The Secretarial Audit Reports and Secretarial Compliance Report do not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Act and Rules framed thereunder, Parikh & Associates, have been appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit for FY 2024-25.

Reporting of Fraud

During the year under review, the Statutory, Cost and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure 4 to this Boards Report.

In terms of provisions of Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing particulars of employees, forms part of this Boards Report. In accordance with the provisions of Section 136 of the Act, this Integrated Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection electronically by the Members of the Company. Any Member interested in obtaining a copy thereof may write an e-mail to the Company Secretary at investor.relations@nuvoco.com.

HEALTH AND SAFETY ("H&S")

At Nuvoco, safety is non-negotiable tenant. The Company prioritises the well-being of its employees, contractors and neighbouring communities. The Companys manufacturing plants and mines have received 25+ prestigious awards for steadfast dedication to safety excellence in FY 2023-24. These accolades, bestowed by esteemed organisations such as the Confederation of Indian Industry ("CII"), Indian Chambers of Commerce ("ICC"), OHSSAI Foundation, and Directorate General of Mines Safety ("DGMS"), highlight the Companys relentless efforts in fostering a safety culture, pioneering innovative safety initiatives, and achieving commendable advancements in safety standards.

The Company maintains its commitment to ensuring a safe and healthy working environment for all its employees. This is monitored through Lost Time Injury frequency rate ("LTIFR"), which is measured as the number of lost-time injuries per million hours worked during a single financial year. The LTIFR was under control in FY 2023-24. The focus areas in FY 2023-24 were:

a. Training and Awareness;

b. Focus on Safety Performance Indicators;

c. Project Safety Measures; and

d. Safety Campaign

a. Training and Awareness

Safety policy, rules and guidelines are the guiding principles for ensuring the safety and well-being of the employees, workers and all stakeholders. The Company is committed to adhering to these standards through various training and awareness programmes for maintaining a safe workplace. The Company conducts regular training sessions for its employees on various safety topics like Work at Heights ("WAH"), Lifting and Rigging, Confined Space Entry ("CSE"), Defensive Driving Training ("DDT"), Electrical safety, etc. In FY 2023-24, the Company dedicated approximately 226,000 man-hours to safety training. Additionally, safety awareness campaigns are conducted throughout the year to promote a culture of safety among workforces.

b. Focus on safety Performance Indicators

Safety leading indicators like unsafe act, unsafe condition, near-miss etc. reported in in-house developed STARS (SHE Tracking Analysis and Reporting System) were thoroughly investigated, and appropriate corrective and preventive actions were implemented to prevent recurrences. In FY 2023-24, leading indicator reporting increased by 14% with respect to FY 2022-23.

In FY 2023- 24, analysis of incidents recorded revealed that most injuries occurred due to low-risk routine activities and road-related incidents, highlighting the need for enhanced safety measures in these areas. The Company have planned appropriate actions to prevent recurrence in FY 2024-25.

c. Project Safety Measures

To enhance the focus on safe project execution amid multiple ongoing projects, a Safety Observation and Resolution Procedure ("SORP") was introduced as a supplement to the existing safety management systems. SORP ensures that any high-risk observations made are promptly addressed and resolved on the same day of their recording. The Company have well established process of Design Safety Review ("DSR") & Pre-Startup Safety Review ("PSSR"), which has reduced chances of hiccups during commissioning and initial start-up. The Company has commissioned Haryana Cement Plant - Grinding Unit expansion project & 7 (seven) RMX project plants without any Loss Time Injury ("LTI").

d. Safety Campaign

The Company conducts monthly safety drives focused on various themes, identified through safety leading & lagging incident analysis. These theme-based monthly safety programs were centrally planned and communicated across all manufacturing plants and offices to ensure a unified system and process to achieve excellence in H&S performance.

In FY 2023-24, the following events were organised in line with national level safety events:

1. Fire Safety month from April 01,2023 to April 30, 2023;

2. Road Safety month from January 01,2024 to January 31,2024;

3. HSE month from February 15, 2024 to March 15, 2024; and

4. National Safety week from March 04, 2024 to March 10, 2024.

The Safety month theme for FY 2023-24 was "PRACTICE SAFETY, KNOWING IS NOT ENOUGH". During this period, the Company emphasised on instilling safety norms not only within worksites but also on roads and at home, aiming to embed safety practices as a habitual part across the organisation.

Additionally, the Company actively collaborated with stakeholders, spanning local communities, regulatory authorities, and industry associations, to enhance safety awareness and foster a shared dedication to safety.

Key achievement in FY 2023-24:

• Leading Indicators reporting increased by 4.5 times in nonmanufacturing compared to FY 2022-23;

• Safety Leadership Development Programme ("SLDP") training for all levels of the employees;

• Fire & AFR guideline rollout;

• Journey Route Management ("JRM") has been implemented in entire sales and business development;

• Cross Function Safety audit conducted in RMX plants;

• Tracking of Vehicle Tracking System ("VTS")/ Global Positioning System ("GPS") including engagement with transporter & driver has resulted in 47% reduction in the Transit Mixer ("TM") violation;

• Reduced rework during execution through Design Safety Reviews at Nimbol Cement Plant project, Haryana Cement Plant project and 7 (seven) RMX projects;

• Pre-startup safety review helped in safe and smooth commissioning of Nimbol Cement Plant project, Haryana Cement Plant project & 7 (seven) RMX projects.

HUMAN RESOURCES

Nuvoco prioritises employee connection, engagement and development to foster a safe, engaging and productive workplace. Recognising people as the greatest asset, various initiatives are implemented to elevate the employee experience, such as digital expense management solutions, AI-driven assessment tools for entry-level recruitment, seamless onboarding, world-class learning platforms, and comprehensive wellness programs.

The Company is committed to developing young talent, hiring fresh graduates and embracing diversity to build a sustainable organisation. The talent assessment system, the Organisation and Human Resource (Talent Review) ("O&HR") process, is established to identify employee potential and serves as the cornerstone for talent development, succession planning and career growth. The Companys dedication to capacity building and learning is evident from the substantial increase in learning hours. Nearly 96% of employees have participated in Nuvocos diverse learning programs, averaging over 30 hours of selfdevelopment per employee.

Health and Safety: Safety is a non-negotiable tenet of Nuvocos vision, and care is one of the core values. Ensuring the well-being of employees is a priority and a commitment from Management. The Compa ny has introduced a comprehensive wellness program focusing on both physical and mental health, developed in partnership with health experts. Furthermore, the ZERO HARM philosophy underscores the Companys commitment to health, safety and the environment. Stringent safety protocols are integrated into operations with on-site resident doctors providing regular check-ups and tailored care. In FY 2023-24, the Company extended extensive medical insurance coverage

for employees and their families, supported by annual health assessments and discounted rates for extended family members.

Employee Engagement: The Company ensures the satisfaction and engagement of its diverse workforce, which is paramount to its success. The Company launched the dynamic spot recognition program, Nu Smiles, that promotes peer-to-peer recognition through the digital HR platform, the Nuvoco Employee Self-Service Tool ("NEST"). Additionally, initiatives like Rewards and Recognitions, including the Nuvoco Edge Awards, celebrate the outstanding contributions of employees and foster a culture of excellence within the organisation. In FY 2023-24, the launch of Nuvocos Travel Expense Portal ("NuTEP"), the digital expense management solution, aimed to enhance the employee experience by offering real-time tracking, faster approvals, and seamless reimbursements. Additionally, the Company conducts the NuView - Employee Engagement Survey biennially, with the assistance of an external partner. This survey has yielded notable enhancements, culminating in an overall Employee Engagement score of 81%.

Learning and Development: To democratise learning, create a future-ready workforce, and foster a culture of continuous learning, the Company invests in its employees professional development through on-the-job and specialised training opportunities. Introductions of digital learning platforms like the Nuvoco University and the Manufacturing and Sales Academy cater to the diverse workforces learning needs. Collaborations with esteemed institutions such as IIT Madras and LinkedIn Learning ensure that employees stay abreast of industry trends. The Company is enhancing its capabilities to gamify virtual learning activities to further enrich the employee learning experience. Integration of digital learning platforms with virtual and classroom trainings underscores the Companys commitment to making learning a USP at Nuvoco.

Employee Lifecycle and Growth: The Companys commitment to the identification and cultivation of the talent has remained resolute. In FY 2023-24, the Company introduced the Employee Value Proposition ("EVP") - "Enabling You to be Future-Ready," initiative. This program aims to boost employee engagement,

foster a supportive environment conducive to personal and professional growth, mitigate attrition rates, and propel organisational success.

Industrial Relations: The industrial relations situation remained positive, with continuous support from unions and employees in achieving optimum production and promoting a safety culture. The plant HR teams have fostered a strong sense of community, ensuring cordial relationships between white and blue-collar workers.

These initiatives are dedicated to the welfare of the employees, nurturing a culture of ongoing learning and advancement, and presenting avenues for career development and growth, all while upholding the unwavering commitment to fostering inclusivity and fairness within the organisation.

INFORMATION TECHNOLOGY

Nuvoco has made a significant progress in its Digital Transformation journey through its Accelerator program called DEN II (Digitally Enabled Nuvoco).

In FY 2023-24, four major Projects were kicked off under DEN II: (i) Master Data Harmonisation across Nuvoco;

(ii) Unification of two independent SAP instances to have single SAP instance with common processes, harmonised data and common interfaces; (iii) Technical upgrade of SAP S/4HANA to the latest version 2023; and (iv) A major initiative of implementation of Customer and Vendor portals, aimed at providing stakeholders with relevant information anytime & anywhere, assuring a secure data access.

During the year under review, the Company has been proactive in implementing impactful IT initiatives. These efforts were aimed towards enhancing efficiency, automating processes, and delivering exceptional customer service. The key highlights are as under:

Unification of SAP Instances: The Company has successfully merged two separate SAP instances of NVCL and NVL into a single cohesive system & processes, resulting in several benefits. Unified SAP instances also have enhanced functionalities of production planning, cross sourcing and product costing. Master data management is now more efficient and consistent, reporting formats are standardised across the Company, and users enjoy a seamless experience with single sign-on access to multiple applications.

Reverse Bidding Engine: During the year under review, the Company has introduced a reverse bidding engine specifically for freight management at Nimbol Cement Plant resulting in cost-effectiveness and operational efficiency. Encouraged by this success, the Company has also replicated the model at Chittor Cement Plant.

Travel and Expense Management Portal: To make the travel and expense management more user friendly NuTEP based on HAPPAY solution was launched. This new system facilitates easy workfiow-based bill submission using OCR via mobile and ensures faster expense reimbursements. Furthermore, it streamlines the accounting and administrative processes related to travel, enabling more control with smart audit, efficient management and facilitating data-driven decisions for improved operational efficiency.

A successful disaster recovery drill for the SAP application was conducted to safeguard business continuity in the event of any disaster. The primary data centre is hosted at Tier 4 data centre near Mumbai and secondary data centre hosted at Amravati in different seismic zone ensuring high availability. Enterprise information landscape is secured with multilayer security and

continuous monitoring mechanism while keeping performance intact.

The Company had rolled out the Nuvo Connect (Intranet portal) fostering a connected workplace by providing easy access to Company news, collaborative tools that enhance teamwork, productivity, and overall employee experience. Additionally, it also provides a central repository for all internal circulars and policies, all on a single platform. The Information Security team places a strong emphasis on safeguarding the organisations intellectual property and data, prioritising their protection. Artificial Intelligence and Machine Learning Ecosystem: The Companys focus on Artificial Intelligence ("AI") and Machine Learning ("ML") aims to create an ecosystem for process automation across all the plants. The pilot projects undertaken includes:

• Development of a dashboard optimising WHRS and kiln operations for maximum output.

• Launch of AI project that determines best fuel combinations based on factors like moisture content, cost and other essential parameters.

Customer Service and IT Service Management: The Companys commitment to customer service is demonstrated through the deployment of the IT Service Management tool NuvoDesk. This tool enables the users to easily log tickets, track progress, and ensure adherence to Service Level Agreements ("SLAs"). Additionally, the Company has prioritised security by undertaking the implementation of secure SD WAN for providing secure connectivity to all plant and major office location. The integration of IP 21 as a Distributed Control System ("DCS") provides real-time visibility and process optimisation, enhancing overall plant reliability. The Company has also introduced a workfiow-based system for project approvals, simplifying new project development and ensuring efficient decision-making.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act and Rules framed thereunder, is annexed as Annexure 5 to this Boards Report.

ENVIRONMENT AND SUSTAINABILITY

Sustainability is not just a commitment, it is a cornerstone of Nuvocos operations, deeply ingrained in its core values and guiding principles. As the Company strives to build a Safer, Smarter, and Sustainable World, its relentless pursuit of sustainability underscores every facet of its business.

The journey towards sustainability at Nuvoco has crafted and presented a steadfast commitment to its Protect Our Planet ("POP") agenda. Overseen rigorously by the Executive Committee members and the Managing Director, the program recognises the environments impact and promotes initiatives that can make positive contributions from the building materials industry to reduce the carbon footprint. Through a comprehensive Materiality Assessment for sustainability conducted in the previous financial year, the following key focus areas had been identified that drives the sustainability agenda:

1. Decarbonisation;

2. Water Management;

3. Circular Economy; and

4. Biodiversity

Progress Highlights:

Under the umbrella of POP program, Nuvoco has initiated several

cross-functional projects, each with well-defined timelines and

targets, aimed at addressing the critical sustainability themes.

The overview of progress is as under:

1. Decarbonisation:

In the relentless pursuit of decarbonisation, Nuvoco has set ambitious targets to reduce its carbon emissions intensity year-on-year. Through strategic investments in green and alternate energy sources, including WHRS, Alternate fuels and Solar Power Plants, Nuvoco has significantly decreased its carbon footprint. Moreover, the Company has maximised operational efficiency by harnessing waste heat generated by the facilities as an alternative energy source, reintegrating this energy into processes resulting in decreased dependency on grid power, thus reducing scope 2 emissions. The emission intensity has dropped from 462 kg CO₂ to 457 kg CO₂ per tonne of cementitious material. Additionally, the emission intensity for Concrete has decreased to 2.64 kg CO₂ per cubic meter from 2.89 kg CO₂ per cubic meter.

Sustainable Product Mix:

While the focus remains on maintaining a sustainable product mix, market dynamics have led to adjustments in Cement-to-Clinker ("C/K") ratio. Despite a slight decrease, Nuvoco continues to promote eco-friendly cement options and explore avenues for continuous improvement. Notably, 10 (ten) additional RMX plants have received GreenPro certification in the financial year, bringing the total to 16 (sixteen). Meanwhile, the C/K ratio for FY 2023-24 stood at 1.76.

2. Water Management:

Nuvocos commitment to responsible water management is evident in its efforts to reduce processed water intensity and optimise overall water use. By conducting internal water audits, implementing water budgeting strategies, and enhancing rainwater harvesting capacity, the Company has made significant strides towards sustainable water practices. The processed water intensity in the cement and clinker manufacturing process has reduced by ~11%, from 58 litres per tonne to 52 litres per tonne of cementitious material (tcm), which was achieved through a comprehensive Plan Do Check Act ("PDCA") cycle and internal water audits, while freshwater consumption reduced from 0.25 KL/cum to 0.24 KL/cum i.e. by 4% for RMX. Nuvoco has also successfully started Nu Aqua Zero Debris Recycling plants at 2 (two) RMX plants in Goa for water reduction with a plan in place for gradual installation in the rest.

3. Circular Economy:

In line with circular economy initiatives, Nuvoco has surpassed Extended Producer Responsibility ("EPR") obligations, processing significant quantities of Refuse- Derived Fuel ("RDF") and plastic waste. This commitment is further evidenced by increased utilisation of alternative raw materials and construction and demolition waste in the Companys products, highlighting dedication to resource efficiency. Specifically, the Company processed 59 KT of RDF and 1.2 KT of plastic. Additionally, the utilisation of alternative raw materials in RMX plants has expanded from 5 (five) plants to 16 (sixteen) plants. With a cumulative use of 47 KT of alternate raw materials, including construction and demolition waste, as a replacement for fine sand.

The Company has embraced the co-processing of AFR in all its integrated cement plants. Additionally, the Company promotes the use of recycled plastic packaging, as evidenced by the production of 79.4 lakhs bags made from recycled polypropylene in FY 2023-24.

4. Biodiversity:

Nuvocos efforts to preserve biodiversity include comprehensive carbon sequestration studies and extensive afforestation endeavours, as witnessed by planting over ~1,19,000 trees in and around the facilities, contributing to the conservation of native fiora and fauna.

Recognition:

Nuvocos dedication to sustainability has garnered recognition through various awards and accolades, which serve as a testament to the teams collective efforts and strive for even greater heights. Notable recognitions include: a 5-star rating from the Indian Bureau of Mines for Sonadih Cement Plant for implementing sustainable development practices, Environment Excellence Award (Gold Category) 1 each from CII & ICC for the Risda Cement plant, and a National Award for Excellence in Energy Management from CII at Panagarh Cement Plant. The RMX business has been recognised for excellence in sustainability from QCFI, Hyderabad & Harit Bharat Award from Realty+ media group, further solidifying its commitment to environmental stewardship.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment at workplace and has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). As per the requirements of POSH Act and Rules framed thereunder, the Company has formed Internal Complaints Committee ("ICC") to redress and resolve any complaint pertaining to sexual harassment at the workplace. During the year under review, the ICC received 1 (one) complaint, which was dealt in line with the POSH Policy and disposed off. The Company has submitted its annual report on the cases of sexual harassment at workplace pursuant to Section 21 of the POSH Act and Rules framed thereunder.

26 (twenty six) Training/Awareness programmes were conducted for educating and creating awareness about the sensitivity for ensuring safe and secured workplace.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act and Rules framed thereunder, the Annual Return as on March 31,2024 is available on the Companys website at www.nuvoco.com/annual-reports.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sections 134(3)(c) and 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that -

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit for the financial year ended March 31,2024;

c) proper and sufficient care has been taken 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 annual accounts have been prepared on a "going concern" basis;

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report disclosing initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Integrated Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to "Meeting of the Board of Directors" and "General Meetings" respectively issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

• There has been no change in the nature of business of the Company which impacted the financial position during the year under review;

• The Managing Director has not received any remuneration or commission from NVL;

• There was no revision in the Financial Statements;

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

• The Company has not accepted any deposits from the public falling within the meaning of the provisions of Sections 73 and 76 of the Act and the Rules framed thereunder;

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its Directors or employees;

• There are no shares lying in the demat suspense account or unclaimed suspense account;

• No application has been made or any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), as amended from time to time.

• The Company was identified as a Large Corporate pursuant to Chapter XII of SEBI Master Circular for issue and listing of Non-convertible Securities, Securitized Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper ("Master Circular"). Pursuant to the provisions of the said Master Circular, the Company was required to raise 25% of its incremental borrowings made during the financial year by way of issuance of debt securities over a contiguous block of three years.

The Company had availed term loan facility from banks aggregating 750 crores in H1 FY 2023-24, out of which 600 crores were drawn as per the requirement till March, 2024. Pursuant to the Master Circular, the Company had next two years (i.e. FY 2024-25 and FY 2025-26) for ensuring compliance (i.e. raising fund through issuance of debt securities to the extent of 25% of incremental borrowing during FY 2023-24). However, SEBI vide circular SEBI/HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023 ("New Circular"), amended the framework of Large Corporates and provided that the Large Corporates shall endeavour to comply with the requirement of raising 25% of their incremental borrowings done during FY 2023-24 by way of issuance of debt securities till March 31, 2024. However, there was no requirement of further borrowing over and above 750 crores as mentioned above in H2 FY 2023-24.

The above disclosure is being made pursuant to paragraph 7.3 of the New Circular.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors appreciate the hard work, dedication, and commitment of all its employees of the Company. The Directors extend their sincere gratitude to the shareholders, government and regulatory authorities, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal counsels, consultants, debenture holders, debenture trustee, customers, vendors, business partners, suppliers, distributors, communities in the neighbourhood of the Companys operations and other stakeholders for their continuous support and the confidence they have placed in the Management.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ("CSR") ACTIVITIES

[Pursuant to the provisions of Section 135 of the Companies Act, 2013 (the "Act") read with the Companies (Corporate Social Responsibility) Rules, 2014, as amended]

1. Brief outline on CSR Policy of the Company:

The Company is committed towards sustainable development, pursuing a strategy that combines industrial know-how wi performance, value creation, respect for community and local cultures, environmental protection and the conservation of natu resources and energy and involving partnership with nearby communities to bring about a meaningful change to improve th quality of life and thus creating shared value both for nearby communities and the Company. The Companys CSR objectives a aligned to United Nations Sustainable Development Goals (UN SDGs).

The themes of CSR activities and programs are:

a. Sangrahit Bharat - Natural Resource Management

b. Shikshit Bharat - Education

c. Swasth Bharat - Health

d. Saksham Bharat - Livelihood and Skill Development

e. Sanrachit Bharat - Rural Infrastructure Development

2. Composition of CSR Committee:

Sr. No.	Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1	Mr. Berjis Desai - Chairman*	Independent Director	2	1
2	Mrs. Bhavna Doshi - Chairperson**	Independent Director	2	1
3	Mr. Kaushikbhai Patel - Member	Non-Executive Director	2	2
4	Mr. Jayakumar Krishnaswamy - Member	Managing Director	2	2

3. Provide the web-link where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the Company:

Composition of CSR Committee: www.nuvoco.com/committee/CSR Committee CSR Policy: www.nuvoco.com/Policies/CSR- Policy CSR Programs: www.nuvoco.com/social

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule(3) of Rule 8, if applicable:

Not Applicable. However, on voluntary basis the Company has carried out Impact Assessment for 3 (three) of its programs viz. Samriddhi, TARA and Nuvo Mason. The report is available on the website of the Company at - www.nuvoco.com/social

5. (a) Average net profit of the Company as per Section 135(5): 750.52 crores

(b) Two percent of average net profit of the Company as per Section 135(5): 71.01 crores

(c) Surplus arising out of the CSR projects or programs or activities of the previous Financial Years: Nil

(d) Amount required to be set off for the Financial Year, if any: 70.68 crores

(e) Total CSR obligation for the Financial Year (b+c-d): 70.33 crores

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): 73.57 crores

(b) Amount spent in Administrative Overheads: 70.13 crores

(c) Amount spent on Impact Assessment, if applicable: 70.08 crores

(d) Total amount spent for the Financial Year (a+b+c): 73.78 crores

(e) CSR amount spent or unspent for the Financial Year:

Total Amount spent for the Financial Year (in 7)	Amount Unspent (in 7)
	Total Amount transferred to Unspent CSR Account as per Section 135(6)	Amount transferred to any fund specified under Schedule VII as per second proviso to Section 135(5)
	Amount	Date of transfer	Name of the Fund	Amount
Date of transfer
3.78 crores	Not Applicable

(f) Excess amount for set off, if any: (Please refer the foot note below the table)

Sr. No. Particular	Amount (? in crores)
(i) Two percent of average net profit of the Company as per Section 135(5)	1.01
(ii) Total amount spent for the Financial Year	3.78
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	3.45
(iv) Surplus arising out of the CSR projects or programs or activities of the previous Financial Years, if any	Nil
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]	3.45

Note: Two percent of average net profit of the Company as per Section 135(5) was 1.01 crores for FY 2023-24, however, excess CSR expenditure of 0.68 crores of FY 2022-23 was set off in FY 2023-24. Accordingly, the obligation under Section 135(5) for FY 2023-24, after setting off the excess CSR expenditure of FY 2022-23 was 0.33 crores, as specified in point 5(e) above. Against the said obligation of 0.33 crores the actual amount spent under CSR expenditure in FY 2023-24 was 3.78 crores, resulting in an excess spent of 3.45 crores.

7. Details of Unspent CSR amount for the preceding three Financial Years:

Sr. No.	Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under	Balance Amount in Unspent CSR Account under	Amount spent in the Financial Year (in ?)	Amount transferred to a fund specified under Schedule VII as per second proviso to Section 135(5), if any	Amount remaining to be spent in succeeding Financial	Deficiency, if any
		Section 135 (6)(in ?)	Section 135 (6)(in ?)		Amount (in ?)	Date of transfer	Years (in ?)
Not Applicable

8. Whether any capital assets have been created or acquired through CSR amount spent in the Financial Year: No

If Yes, enter the number of capital assets created/ acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through CSR amount spent in the Financial Year:

Sr. No.	Short particulars of the property or asset(s) [including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/authority/beneficiary of the registered owner
			CSR Registration Number, if applicable
Name	Registered Address
Not Applicable

9. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as per Section 135(5):

Not Applicable.

FORM AOC-1

[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014]

Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/Joint Ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with the amounts for the Financial Year ended March 31,2024)

Sr. No. Particulars	Details
1. Name of the subsidiary	NU Vista Limited
2. The date since when subsidiary was acquired	July 14, 2020
3. Reporting period for the subsidiary concerned, if different from the holding companys reporting period	-
4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	-
5. Share capital	329.90
6. Reserves & surplus	1,279.17
7. Total Assets	4,111.19
8. Total Liabilities	4,111.19
9. Investments	0.78
10. Turnover	4,000.82
11. Profit before tax	72.45
12. Tax expenses	(27.34)
13. Profit after tax	45.11
14. Proposed Dividend	-
15. % of shareholding	100.00

Notes: 1. Names of subsidiaries which are yet to commence operations: None

2. Names of subsidiaries which have been liquidated or sold during the year: None

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Na me of Associates/Joint Ventures	Wardha Vaalley Coal Field Private Limited
1. Latest audited Balance Sheet date	March 31,2024
2. Date on which the Associate or Joint Venture was associated or acquired	March 20, 2009
3. Shares of Associate/Joint Ventures held by the Company on the year end
Number of shares	8,61,300
Amount of Investment in Associates/Joint Venture	0.86
Extent of Holding %	19.14
4. Description of how there is significant influence	No significant influence, it is a joint control
5. Reason why the Associate/Joint Venture is not consolidated	Not Applicable
6. Net worth attributable to shareholding as per latest audited Balance Sheet	Nil (Refer Note:1 below)
7. Profit/(Loss) for the year
i. Considered in Consolidation	-
ii. Not Considered in Consolidation	Loss of 0.04 (Refer Note: 1 below)

Note 1: The share of loss amounting to Rs.0.04 crores in Joint Venture is not considered in consolidation, as the groups interest in Joint Venture has been reduced to zero and the group does not have any legal or constructive obligations to fund losses beyond its investment in Joint Venture.

1. Names of Associates or Joint Venture which are yet to commence operations: None

2. Names of Associates or Joint Venture which have been liquidated or sold during the year: None

FORM MR-3