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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
year's 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 Company's
business operations. The Company remained debt-free and continued to maintain adequate
cash reserves to support its strategic initiatives and operational needs. The Company's
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 Company's 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 Company's 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 Company's 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
Company's 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 auditor's report, constitute an integral part of the annual report.
With the incorporation of Nesco Retail Private Limited, the Company's 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 Company's 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
Company's 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 criteria's 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 Company's 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
Company's 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 Company's 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 Company's 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 Company's 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 Company's 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 auditor's 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 shareholder's 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 Company's 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 Company's 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 Company's 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 Company's continued operations.
Details of the Committee's composition are provided in the corporate governance report.
A dedicated section on the Company's 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 Company's 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 Company's 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 arm's 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 Company's 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 Company's 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 auditor's certificate on corporate governance has
been obtained from S G D G & Associates LLP, chartered accountants, the Company's
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 Company's 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 Company's 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 |
|