Dear Members,

On behalf of the Board of Directors 62nd Annual Report on the business and opera ons of NBCC (India) Limited along with Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2022 with the Auditors? Report and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India thereon is hereby presented.

Financial Highlights

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

*Restated Refer Note No. 61 of consolidated financial statement

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

Opera ons and Business Performance

For the FY 2021-22, total income of your company was Rs. 5,734.20 crores (standalone) and Rs. 7,884.56 crores (consolidated) whereas profit a er tax was 182.86 crores (standalone) and 237.93 crores (consolidated).

MoU Performance (CPSE's Performance Agreement with Administra ve Ministry & DPE)

NBCC has received nal ra ngs & achieved "Very Good" ra ng For the FY 2020-21, from DPE based on the FY 2020-21 achievements.

For the FY 2021-22, DPE along with Administra ve Ministry have nalised parameters based on consolidated Financial & Physical performance of the company. In terms of financial performance, NBCC has achieved Rs. 7,690.61 Cr Consolidated Revenue from Opera ons and achievement in physical parameters is given hereunder:

Consolidated Capacity li a on - Built up Area stands 15.90 Million Sq. .

Consolidated Revenue from Overseas stands Rs. 273.33 Cr.

Reserves

The Company did not transfer any amounts to its general reserve during the financial year ended March 31, 2022.

Dividend

Your Directors have recommended a nal dividend of Rs. 0.50/- per paid-up equity share of face value of Rs. 1/- each (i.e. @50%) for the financial year 2021-22, subject to the approval of the Members at the ensuing Annual General Mee ng. Dividend has been recommended considering the Dividend Distribu on Policy of the Company and considering the deployment of the NBCC's internal accruals for growth plans of the Company.

Material Changes and Commitments a ec ng financial posi on between the end of the financial year and date of Report

There have been no material changes and commitments, which affects the financial posi on of the Company, that have occurred between the end of the financial year to which the financial statements relates and the date of the report.

The Board of Directors of the Company has decided, in the Board Mee ng held on July 14, 2022, to withdraw the undergoing applica on of scheme of merger of NBCC Interna onal Limited (NIL) and NBCC Environment Engineering Limited (NEEL), wholly owned subsidiaries with NBCC (India) Limited, Holding Company and further decided to close both the wholly owned subsidiary companies i.e. NIL and NEEL through voluntary winding-up. Further, the Ministry of Corporate a airs vide its le er dated August 04, 2022 has closed the first mo on applica on for approval of scheme of merger led with MCA.

With respect to "NBCC Green View Apartment" at Sector 37D, Gurugram, the Company has decided to se le with all the home buyers/allo ees by way of buy-back of their ats/units and to do all such acts, deeds and things, necessary, incidental & ancillary to give effect to the same. At NBCC, the concerns of the home buyers/ customers is the top most priority and Company always endeavors to serve best in their interest.

Disinvestment by Government of India

There was not any disinvestment by the Government of India (GOI) in the company during the FY 2021-22.

The GOI's holding as on March 31, 2022 was 111,15,79,093 equity shares i.e. 61.75% of total paid up equity share capital of the Company.

Awards Conferred During the Year 2021-22

NBCC con nued on the path of excellence and innova on, achieving several accolades and awards during the years follows:

Rajbhasha ir Puraskar: NBCC conferred with the pres gious "Rajbhasha Kir Puraskar" by the Hon'ble President of India for its excellent performance in the eld of o cial language implementa on in September 2021.

Best PSU Award in Na on Building Category: NBCC was awarded with "Best PSU Award in Na on Building category" at the Governance Now 8th PSU Award ceremony held virtually on July 29, 2021. Dr. Kiran Bedi, Former Governor of Pondicherry presented the Award that was received by Shri PK Gupta, CMD, NBCC on behalf of the Company.

"CEO of The Year" award: Sh. PK Gupta, CMD, NBCC has been conferred with the pres gious "CEO of The Year" award at the 11th edi on of World Leadership Congress held in Mumbai on March 24, 2022 for his immense contribu ons towards na on s infrastructure building and outstanding leadership.

NBCC bagged two more coveted awards under the categories "Social Media Campaign on COVID-19" for its social media posts crea ng awareness for the general masses during the pandemic and "COVID-19 Relief Project" for its excellent work towards COVID-19 Vaccina on Program at Leh. The recogni on has been bestowed by World HRD Congress, in a gli ering award ceremony held in Mumbai.

Great place to work award: During the FY 2021-2022 renowned great place to work ins tute has cer ed and included NBCC in the dis nguished list of companies iden ed as "Great Place to Work".

Fixed Deposits

During the FY 2021-22, your Company has not accepted any deposit and no principal or interest was outstanding as on March 31, 2022.

Loan, Guarantees and Investments

Details of Loan, Guarantees and Investments, as required under sec on 186 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, have been given in the notes to the financial statements forming part of this Annual Report.

Subsidiaries, Joint Ventures and Associate Companies

During the FY 2021-22, the Company had total eight (8) subsidiaries in which six (6) are wholly owned subsidiaries (100%) namely; NBCC Services Limited (NSL), NBCC Engineering & Consultancy Limited (NECL), NBCC Interna onal Limited (NIL), NBCC Environment Engineering Limited (NEEL), HSCC (India) Limited (HSCC) and one (1) foreign subsidiary i.e. NBCC DWC-LLC. The two other subsidiaries are Hindustan Steelworks Construc on Limited (51%) and NBCC Gulf LLC, Oman where NBCC held 70% equity.

Your Company also has joint-ventures as follow:

Real Estate Development and Construc on Corpora on of Rajasthan Ltd (a JV with the Government of Rajasthan where both the parties hold 50% of the issued share capital)

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

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

NBCC- RK Milan- where both the parties i.e. NBCC and RK Millen hold 50% share in profit & Loss

Details of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies of NBCC during the year is given hereunder:

In case of NECL, the liquidator has wound-up the a airs of the Company through Voluntary winding-up under IBC 2016 and led a nal applica on before Hon'ble NCLT for dissolu on of the Company during the FY 2021-22. The order of Hon'ble NCLT for dissolu on of the Company is awaited.

NBCC Gulf LLC, Oman has been liquidated and the registra on of the Company has been cancelled w.e.f June 20, 2021.

The merger of NBCC Environment Engineering Limited (NEEL) and NBCC Interna onal Limited (NIL) with the NBCC (India) Limited (Holding Company) was undergoing before Ministry of Corporate A airs ((Approving Authority for merger of Government Companies). However, the Board of Directors of NBCC and NEEL & NIL have approved the withdrawal of the Scheme of undergoing Merger and decided to close both the Wholly Owned Subsidiary Companies through Voluntary Winding-Up. Further, the Ministry of Corporate A airs (MCA) vide its le er dated August 4, 2022 has informed NBCC that the first mo on applica on for approval of scheme of merger led with MCA has been treated as closed.

NBCC has won arbitra on award in respect of disputes with JV partner i.e. NBCC R K Milan. The award is par ally realised and the amount of investment in JV has been adjusted against it in the year 2019-20. The dissolu on of the defunct partnership would be pursued a er receiving award amount in full.

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

A statement containing the financial performance and salient features of financial statements of the Company?s subsidiaries in Form AOC-1 in terms of the provisions of Sec on 129(3) of the Act, is provided in note No. 54 in consolidated financial Statement.

Further, pursuant to the provisions of Sec on 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company h p www.nbccindia.in

Company Response to Covid-19

During the FY 2021-22, in view of the various guidelines issued in India by the Central and State Governments on the Covid-19 pandemic, your Company immediately took several measures to ensure health and safety of its workers and other employees and therea er, steps were taken to ensure business con nuity of essen al services and projects development. The Company, in ght against COVID-19-pendamic, has installed 2 oxygen genera on plants and two diesel genera on plants at Siddarathnagar (UP). The Company has also made procurement of 12 oxygen concentra on as CSR ini a ves.

Human Resource Development

The strong, dedicated and highly mo vated Human Resources Management Team of NBCC performed their duties efficiently, despite the challenges posed by the COVID-19 pandemic. NBCC takes pride in its resilient workforce, which has contributed its best to bring the Company to its present heights. Employees are the driving force behind the sustained stellar performance of the Company over all these years of the Company's ascendancy. As a commitment towards our Company's core values, employees' par cipa on in Management was made e ec ve based on mutual respect, trust, and a feeling of being a progressive partner in growth and success.

The Company has maintained cordial industrial rela ons with all the Unions & Associa ons during these years and con nued to provide comprehensive welfare facili es to its employees to take care of their health, efficiency, economic be erment, social well being etc. which has mo vated employees to perform with their best efforts at the workplace.

During the COVID-19 pandemic, the HRM Team has played the key role of Covid Warriors and the runners to drive the ini a ves taken by the organisa on. They were able to do this by arranging & providing food packets to needy people, facilita ng Covid-19 Vaccina on to their employees & their dependants, arranging hospitalisa on, oxygen concentrators, and medicines for their employees & their dependants. Company has also provided financial assistance to its employees in mes of extreme distress by way of "NBCC Family Financial Assistance Scheme".

NBCC has in place well defined employee centric Human Resource Policies covering all aspects of the employee lifecycle. The policies have been formulated under the broad ambit of DPE guidelines for compliance along with adequate customiza on for the Company. The Company uses employee surveys in order to take data driven decisions with regards to modi ca on, revision and introduc on of new policies regularly. These efforts have also helped the Company to maintain its standing of being declared a Great Place to Work for the third consecu ve year along with being cer ed as the "Best In Industry: Construc on & Infrastructure" and "India's Best Employer Among Na on Builders 2022" by the GPTW Ins tute.

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

NBCC is compliant with Government of India direc ves on all ma ers related to reserva on for SC/ST/OBC/Ex-Servicemen/ Physically disabled Candidates in all recruitment drives.

Addi onally, the Company has cons tuted SC/ST, OBC, PwD Cell which is led by a senior o cer along with a dedicated liaison o cer who ensures that jus ce is delivered to employees from the reserve category. The Company has also cons tuted the Internal Grievance Redressal Commi ee (IGRC) for employees belonging to the Scheduled Castes.

To ensure harmonious rela ons, various meetings are organized by the Company with SC/ST Employees Welfare Associa ons to amicably resolve any issues that may arise. Further, during F.Y. 2021-22, the company had organised recruitment drives to ll the backlog vacancies. Details of same are given below

No. of regular employees /NMR/PRW/WE Employees as on March 31, 2022

Working status of Women Employees in the Company (category wise) during the FY 2021-22:

Discipline and Category wise manpower during the year FY 2021-22

Training

Human Resource Development is the prime importance for any Organiza on to achieve the Organiza on Goal. Keeping in view the present innova ve & challenging market, this Division has arranged need based In-House Training Programs / Technical Workshops to make our o cials / employees aware of latest trends / techniques & changes taking place in their respec ve elds and to enhance their knowledge so that they work with more poten al & zeal to achieve the Organiza onal goal.

Discipline-wise details of O cials / Employees imparted training during 2021-22 is as under:

Total mandays achieved 4125.5 for Group A & B employees during the FY 2021-22.

Industrial Rela ons

During the year 2021-22 In order to maintain cordial IR environment, the structured meeting were arranged quarterly with representa ve of all Unions. Minutes of the meeting issued along with ac on taken report to all func onal unions. This helps in se lement of grievances which promotes harmonious industrial rela ons.

Safeguard of Women at Workplace

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

The Company has complied with provisions rela ng to the cons tu on of internal complaints committee under the Sexual Harassment of Women at Workplace (Preven on, Prohibi on and Redressal) Act, 2013. The Internal Commi ee has been cons tuted to redress complaints received regarding sexual harassment. The committee func ons in accordance with the model code of conduct developed by National Commission for woman/ Ministry of Woman and Child Development. The committee spread awareness amongst the employees regarding ‘Zero Tolerance? for sexual harassment at work place. The committee also inves gates reported cases of sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has been employing 115 women employees in various cadres at the Project and officepremises. There were NIL cases led during the financial year ended 31st March, 2022.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V to the Lis ng Regulations with the stock exchanges forms part of this Report as Annexure - I.

Your Directors con rm that: a. In the prepara on of annual accounts for the financial year ended March 31, 2022, the applicable Indian Accoun ng Standards, along with proper explana on to material departure; have been followed; b. The directors had selected such accoun ng policies and applied them consistently and made judgments and es mates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the profit and loss of the Company for the period ; c. The directors have taken proper and sufficient care for the maintenance of adequate accoun ng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es; d. The directors have prepared the annual accounts on a going concern basis;

e. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are opera ng e ec vely and; f. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and opera ng e ec vely.

Corporate Governance Report

The Company complies with the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regulations, 2015 and guidelines issued by DPE on Corporate governance.

The requisite certificate from the Statutory Auditors of the Company, Dhawan & Co., Chartered Accountants, confirming compliance with the condi ons of corporate governance as s pulated under the aforesaid Lis ng Regulations is a ached to Corporate Governance Report. The Corporate Governance Report for the year ended March 31, 2022 forms part of this report as

Contracts and Arrangements with Related Par es

During the year under review, the Company had not entered into any contract/arrangement/transac on with related parties, which could be considered material in accordance with the policy of the company on materiality of related party transac on. The policy on materiality of related party transac ons is available on the Company?s website, at the link h ps //nbccindia.com/webEnglish/policies.

The remunera on paid to Key Managerial Personnel (KMPs) is disclosed in the financial statement of the Company. The related party transac ons referred in sec on 188 of the Companies Act, 2013 in Form AOC-2 and enclosed as Annexure III.

Quality Assurance/Quality Control Manual

During the FY 2021-22 your company has a dedicated ‘Technical and Quality Audit? wing in place, which controls over conduc ng Technical Audit and ensuring Quality Assurance & Quality Control at the projects. NBCC through its ‘Technical and Quality audit Division? conducts the Technical audit and Quality audit of all projects on Pan India basis through a checklist to ensure the QA/QC is being followed at project sites. Apart from carrying out the rou ne audits, the special audits of certain projects are also carried out by the Technical Audit team as and when directed by the competent authority.

NBCC also has Quality Management System (QMS). Quality Assurance (QA) and Quality Control (QC) both are part of Quality Management System (QMS) wherein QA focuses on preven ng the defects while QC focuses on iden fying a defect and rec ca on thereof.

Hence the QA/QC plays a vital role in the eld of construc on. NBCC (I) Ltd., being India?s one of the biggest organiza ons in the Construc on eld, is devoted itself towards QA/QC in the areas of its opera ons.

Interna onal Organiza on for Standardiza on (ISO):

Your Company is a cer ed organisa on with Interna onal Organiza on for Standardiza on (ISO), having licence issued by BIS. NBCC has Quality Management System (QMS) comprising Quality Policy & Quality Objec ves.

NBCC through its ISO Cell conducts the ISO internal Audit of all project sites earmarked in ISO and all service divisions viz RBGs/SBGs/Zones/Units/HOD-HO at a interval of 6 months and 1 year respec vely through a checklist as per ISO manual to ensure that the Quality Policy and Quality Objec ve established by the company in its QMS are being followed properly.

SAFETY:

Your Company is commi ed towards Safety and Health to all its employees and the people associated with the construc on activities. The company is con nuously striving to implement safe prac ces/measures to ensure the goal of achieving Zero harm at its work places. NBCC has ‘Safety Management? wing to implement safety policy at the project sites. As per Safety policy, the projects with value of Rs 50.00 Crores and above are monitored by safety consultants deployed through construc on contracts.

INFORMATION TECHNOLOGY (IT) DIVISION

With the Aim of Digital NBCC, Management envisaged the concept of "Paper Less O ce" towards crea ng employee?s friendly environment. We took ini a ves, and implemented various IT activities in our organiza on to make more efficient, seamless, transparent work environment, and to take a leap towards DIGITAL NBCC. IT Division is providing IT services/ support on PAN India basis to NBCC and 3 subsidiaries namely HSCL, HSCC, NSL. In-house development of various applica ons and portals resulted in lot of saving of the corpora on.

During the lockdown period IT Division has provided full access to each and every user without any addi onal financial implica on and using same resources. Following are the major jobs performed by IT Division:

Dividend Distribu on Policy

As per Regulation 43A of the SEBI (Lis ng Obliga ons and Disclosure Requirements) Regulations 2015, the top 500 listed companies shall formulate a dividend distribu on policy. Accordingly, the policy was adopted to set out the parameters and circumstances that will be taken into account by the Board while determining the distribu on of dividend to its shareholders and/or retaining profits earned by the Company, The policy is available on the Company?s website at h p://www.nbccindia.com/webEnglish/policies.

Corporate Social Responsibility Commi ee (CSR) & Sustainability Development

The company has Corporate Social Responsibility (CSR) committee in compliance with provisions of Sec on 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and the Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. The details of CSR policy, projects and programmes are available on the Company?s website, at the link h p://www.nbccindia.com/webEnglish/policies.

During the FY 2021-22 your Company spent Rs. 255.53 lakh in CSR activities.

The Company also has a Sustainability Policy to ensure healthy well-being of its stakeholders and protec ng the environment. The policy guidelines are integral to the way the Company conducts its construc on as well as other business opera ons. NBCC is commi ed to ensure that it meets its business goals without compromising on the aspira ons of the present and future genera ons. The Annual Report on CSR activities forms part to this Annual Report as Annexure-IV.

Compliance of DPE Guidelines and Policies

During the FY 2021-22 your Company has complied with the guidelines and policies issued by Department of Public Enterprises from me to me.

MSME Implementa on

Your Company is complying with the mandatory public procurement policy 2012, no ed by Ministry of Micro, Small and Medium Enterprises (MSME), Govt of India, under which CPSE is mandated to procure 25 % from MSME of total procurement and out of 25%, 4 % to be procured from MSME SC/ST vendor.

The details of procurement for the FY 2021-22 are as follows:

a) Procurement of Goods & Services through MSME - Rs. 0.84 cores

b) Procurement of Goods & Services through SC/ST MSME - Rs. 0.04 crores

c) Procurement of Goods & Services through Women MSME - Rs. 0.01 crores

It is also per nent to men on here that No payment is outstanding to any MSME for the FY 2021-22.

Risk Management

NBCC recognizes that it is exposed to a number of uncertain es, which are inherent for the construc on and Real Estate sectors that it operates in. The vola lity of these sectors exposes the business to various external and internal risks which may affect its financial and non- financial results. NBCC has a Risk Management Policy to help itself mi gate the risks and manage risks in day-to-day opera ons to achieve those objec ves. NBCC has 3 er repor ng structure for risk management as given hereunder:

1. At top level, the Company has Risk Management Commi ee, which comprises of func onal Directors and Independent Directors.

2. At middle level, the Company has Risk Assessment Commi ee, who has HOD's of BD, Finance & RE and RBG/SBG Heads of the 4 ver cals in which NBCC is opera ng as Members and Execu ve Director (PMG) as Chief Risk Officer.

3. At lower level, the Company has Risk Co-ordinators, which comprises of all RBG/SBG Heads.

Development & Implementa on of Risk Management Framework

Risk management policy for NBCC was formulated in the year 2011 which was reviewed and updated in 2015 wherein the Principles, framework and processes were updated to incorporate regulatory requirements and changing business landscape. The Company review the policy periodically based on changes in the business environment, regula ons, standards and best Prac ces in the industry.

At the Recommenda on of Audit Commi ee, The Company is under process of preparing an in-house risk management framework for e ec ve implementa on of Risk Management Policy in line with ISO 31000:2018.

Risks, Threats and Concerns: The challenges for the company are to sustain the growth trajectory.

a. The crisis arising out of COVID-19 pandemic: There has been disrup on in the progress of works at all ongoing sites subsequent to na onwide lockdown from 23.03.2020. However, subsequent to par al easing of restric ons works have been resumed in sites with available labour at site except in those States where restric ons con nued due to increase in Covid-19 cases, so also in containment zones. With the easing of restric ons by Govt; the problem was compounded with migrant labour leaving for na ve states and remobilizing of labour remains a big issue The risks arising out of the pandemic includes disrup on of supply chain for various materials/non-availability of labour a ec ng progress of works at sites.

b. Project Execu on and Management: Inability to ensure seamless and mely execu on of projects within the defined budget leads to li ga on with client and contractors, resul ng in reduced pro tability and opera ng margin of the project. Any failure to adhere to agreed melines adversely affect the reputa on of the Company.

c. Real Estate (Unsold Inventory/ Unused Land Parcels): Presently there is substan al unsold inventory and unused land parcels in NBCC Real Estate posing a risk to the Company.

d. Re-development Projects: Inability to assess or iden fy the risks and liabili es during feasibility studies, adversely affect the business. Legal issues/court stay order and recent pandemic scenario also affected the pace of work and sales & marke ng in some redevelopment projects.

e. Aged Receivables and Payables: Delays associated with the collec on of receivables from the clients, results in further delayed payment to the contractor, leading to li ga ons, cost & me overrun in addi on to Expected Credit Loss (ECL).

f. Compe on Risk: Other PSU's have started opera ng in construc on sector and are quo ng very low rates and ge ng jobs by compe ng against NBCC. This is resul ng in erosion of the core PMC business of the company and low PMC charges. The resultant loss of business and low PMC margin could slow momentum and pro tability.

g. Taking Over External Projects (Unitech, Amrapali etc.): Any unforeseen liability in connec on with the takeover of external projects leads to li ga ons and may adversely affect business and financial condi on of NBCC.

Internal Financial Control

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explana on to Sec on 134(5) (e) of the Companies Act, 2013. For the year ended March 31, 2022, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business opera ons and opera ng e ec vely and no material weakness exists. The Company has a process in place to con nuously monitor the same and iden fy gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company?s opera ons.

Internal Financial Controls over financial repor ng are audited through external auditors on an annual basis. The controls have been designed to provide assurance with respect of maintenance of proper accoun ng records, ensuring the orderly and efficient conduct of its business including adherence to the Company?s policies, safeguarding of its assets, preven on and detec on of frauds and errors and ensuring reliability of financial and opera onal informa on. The internal control systems

(including Internal Financial Controls over Financial Reporting) are reviewed on an ongoing basis and discussed at Audit Commi ee meetings. Necessary changes are carried out by the management to align with the changing business requirements. In addi on to the above, the Company has a well-de ned delega on of financial powers to its various o cers. The Company has in-house Internal Audit and Technical Audit Departments commensurate with its size of opera ons. The internal audit program, scope of audit and audit plan is approved from the Audit Commi ee. Internal audit is conducted through external audit rms and reports are deliberated with the management as well as the Audit Commi ee. The Statutory Auditors and Audit Commi ee of the Board regularly reviews significant audit findings covering opera onal, financial and other areas and provides guidance on internal controls.

VIGILANCE ACTIVITIES AND INTITIATIVES

The Vigilance func on with the NBCC (India) Ltd., is an integral part of the Management. It is the nodal sec on for handling all Vigilance ma ers of the NBCC. It is believed that with best prac ces, adequate controls and transparency in place, decisions will be taken in a professional, efficient and e ec ve manner and same would be consistent, leading to good governance and corporate excellence. The Vigilance Division of Corpora on is under the charge of Chief Vigilance Officer (of the rank of Joint Secretary).

NBCC has observed 'Vigilance Awareness Week' with full enthusiasm from October 26 to November 1, 2021 on the theme "Independent India @ 75: Self Reliance with Integrity". The week-long awareness campaign was lined up with insigh ul interac ve sessions on the theme, relevant workshops & compe ons to generate awareness on vigilance administra on among employees. Informa on of Vigilance cases, required pursuant to O ce memorandum issued by Ministry of Parliamentary A airs vide its le er dated F. No. 28(1)2016-Leg.I, Dated January 24, 2018, the details of status of Cases during the FY 2021-2022:-

A er inves ga on of complaints, where lapses/ irregulari es are established, the disciplinary proceedings are ini ated against the delinquent employees. Further, with an ul mate aim of eradica ng corrup on in the Corpora on, a four pronged strategy is followed which has also been appropriately incorporated in the Annual Ac on Plan rela ng to an -corrup on measures:

Preven ve Vigilance

Detec ve Vigilance and Surveillance

Puni ve Vigilance

Use of IT innova ons to curb malprac ces and ensure transparency.

Systemic Improvement Undertaken:

APR in respect of all employees in A&B category has been uploaded on the website for promo ng transparency.

Implementa on of Provision of EMD Release Payment Voucher.

Streamlining of financial power six months prior to superannua on of o cers holding the key posi ons is one more ini a ve taken to improve transparency.

Online Proba on Con rma on System is now opera onal

In order to ensure paperless working by using e-o ce, system has been introduced to restrict the movement of physical papers from Central Dispatch to various Division/ Department/Sec ons.

Capital Budget Monitoring for Company as a whole on real me basis. Client Bank Guarantee Report.

Vigil Mechanism/Whistle Blower Policy

The ‘NBCC Whistle Blower Policy? has been formulated to seek (i) to ensure greater transparency in all aspects of the Company's func oning by formula ng a procedure for further enabling employees to bring to the a en on of Company incidents of improper activities or viola on of the company's Service(conduct) Rules and the Code of Business Conduct & Ethics for Board Members and Senior Management and (ii) to provide necessary safe-guards for protec on of employees from reprisals of vic miza on for whistle blowing in good faith. A vigil mechanism for directors and employees to report genuine concern about unethical behavior, actual or suspected fraud or viola on to the Company?s Code of Conduct has been established which includes the duly adopted Whistle Blower Policy, uploaded on the Company?s website at the linkh p://www.nbccindia.com/ webEnglish/policies

Investors Rela ons Cell

Your Company is commi ed to providing mely, accurate and comprehensive informa on relevant to all aspects of our opera ons and in compliance with SEBI regula ons. The purpose of the Investor Rela ons Policy is to ensure transparent and fair informa on dissemina on. The Company recognizes that e ec ve communica on with investors assists in development and maintenance of an informed market in the Company?s securi es and enhances corporate governance by encouraging a culture of transparency in rela on to the Company?s corporate activities and proposals.

As per the guidelines issued by Department of Investment and Public Asset Management (DIPAM), Ministry of Finance, Government of India, on Investor Rela ons for Listed Central Public Sector Enterprises, the Company has been organising/ par cipa ng in various Investors Conferences / Conference calls in order to communicate with stakeholders, to enhance and strengthen its corporate governance & investor rela ons and to develop a strong bond with stakeholders.

The Company maintains a corporate website (h p://www.nbccindia.in). The Company's business developments, financial reports, announcements, analyst meet & Investor conferences schedules, news releases and other informa on are posted on the corporate website. Both current informa on and archives of previously released informa on including presenta on slides and announcements can be found under the "Investors" sec on of the corporate website. The Company keeps investors and the market fully equipped with the informa on that may have a material effect on the price or value of the Company?s securi es by mely disclosure of informa on through Stock Exchanges.

Corporate Communica on

The division during the year has strived to integrate Corporate Communica on activities with the company?s overall vision and strategy in order to serve the interest of all external and internal stakeholders and reinforce the posi ve corporate image of the company. The division accomplished number of activities during the period and major ones include:

Extensive news coverage in print, electronic and online and social media by way of releasing Press Releases, crea ves, text contents, pictures.

In-house content management for scheduled calender events, Earth Day, Environment Day, Public Sector Day, Women?s Day and na onal fes vals etc.

Brand building exercises for the company by pu ng out adver sements, informa on, infographics etc. in print & electronic media highligh ng the achievements of the Company.

Organizing Interviews, Press Meets.

Leveraging the social media pla orms like Facebook, Twi er, and YouTube for extensive brand building and dissemina ng important informa on and achievements of the company.

Content genera on, designing, edi ng & co-ordina on of Prin ng of Annual Reports of NBCC and its subsidiaries, Content Wri ng, Edi ng

Providing support for in-house events and activities such as Founda on Day, Annual General Mee ngs, Vigilance Week and other such events.

Website content development and regular upda on of informa on on the pla orm.

Crea ve design work meant for dissemina on through Social Media pla orms.

Statutory Auditors

M/s Dhawan & Co., Chartered Accountants, was appointed as Statutory Auditors for the financial year 2021-22 by the Comptroller & Auditor General of India (C&AG). The notes on Standalone financial statement referred in the Auditor?s Report are self-explanatory and do not call for any further comments. The Auditors? Report is a ached with financial statements and forms part of this Annual Report. However, Statutory Auditor placed a qualified Audit Report on Consolidated financial Statement before the Board of Directors forming part of this Annual Report.

Cost Auditors

The Company has prepared and maintained cost records as specified under Sec on 148 of The Companies Act 2013. The cost audit report for the FY 2020-21 has been led within the prescribed meline with MCA. The Board has appointed M/s Chandra Wadhwa & Co., Cost Accountants (FRN 000239), to audit cost records of the Company for the FY 2021-22.

Secretarial Auditors

During the FY 2021-22 your company has appointed M/s P. C. Jain, Prac cing Company Secretary, to conduct Secretarial Audit for the FY 2021-22. The Secretarial Audit Report for the financial year ended 31st March, 2022 is at Annexure-V. Further, the Secretarial Audit Report of Material Subsidiary companies as per SEBI (LODR) 2015 forms part of this Annual Report. The Secretarial Audit Report contains following observa ons

1) Under Regulation 17(10) & 25(4) of the Securities and Exchange Board of India (Lis ng Obliga ons and Disclosure requirements) Regulations, 2015, the company has not carried out the performance evalua on of the directors.

2) The composi on of the Board of Directors did not comprise with sufficient number of Independent Directors as required under regula on 17(1)(a) and 17(1)(b) of the SEBI (LODR) Regulation, 2015, Sec on 149 of the Companies Act, 2013 read with the Companies (Appointment and Quali ca ons of Directors) Rules, 2014 and Para 3.1.2 and 3.1.4 of DPE Guidelines on Corporate Governance of CPSEs, 2010.

3) The composi on of the Audit Commi ee was not in accordance with the requirement of Regulation 18(1) (b) and 18(2) (b) of SEBI LODR Regulation, 2015, Sec on 177 of the Companies Act, 2013 and Para 4.1.1 of DPE Guidelines on Corporate Governance of CPSEs, 2010.

4) The composi on of the Nomina on and Remunera on Commi ee was not in accordance with the requirement of Regulation 19(1)(c) with the requirement of SEBI (LODR) Regulation, 2015 and Sec on 178 of the Companies Act, 2013.

Comments of C&AG

Comptroller & Auditor General of India (C&AG) have given "NIL" comments on the financial statements (standalone and consolidated) of the Company for the FY 2021-22, forming part of this Report.

Audit Commi ee

During the FY 2021-22, NBCC?s Audit Commi ee comprises of Dr. Jyo iran Shukla (Chairperson), Shri Asim Misra (Member), Sh. Meghjibhai Chavda (Member), Sh. Shyam Sunder Dubey (Member) and Shri TLN Reddy (Member).

Number of Mee n of Board of Directors

Pursuant to the Companies Act, 2013 and the Rules framed there under, 24 (Twenty Four) Board meetings were held in the

financial year 2021-22. The details of the meeting are at Annexure-II i.e. Corporate Governance Report forming part of this Annual Report.

Appointments/Cessa ons

During the FY 2021-22, following appointments and cessa ons were made:

The strength of the Board of Directors of NBCC as on March 31, 2022 was Ten (10), comprising of Three (3) Execu ve Directors (including CMD), two (2) Government Nominee Directors and Five (5) Independent Directors.

During the financial year 2021-22, the Ministry of Housing and Urban A airs (MoHUA) vide O ce Order No: O-17034/42/2021-PS (e-9118230) dated November 10, 2021 entrusted the addi onal charge of the post of Director (Projects), NBCC (India) Limited to Shri Tadi Lakshmi Narayan Reddy, Managing Director (HSCL) for a period of one year w.e.f. June 01, 2021 or ll a regular incumbent joins the post or un l further orders, whichever is the earliest. A ccordingly, Shri Tadi Lakshmi Narayan Reddy, Managing Director (HSCL) has assumed the addi onal charge of Director (Projects) of NBCC (India) Limited w.e.f. November 11, 2021 and appointed as hole- me Director(Director-Projects) of the Company with effect from the assump on of charge subject to approval of shareholders in Annual General Mee ng. The tenure of Shri Reddy ended on May 31, 2022. Further, the Ministry of Housing and Urban A airs (MoHUA) vide O ce Order No: O-17034/42/2021-PS dated July 27, 2022, extended addi onal charge of the post of Director (Projects), NBCC to Shri Tadi Lakshmi Narayan Reddy , MD-HSCL for a period of six months w.e.f. 01.06.2022 or ll a regular incumbent joins the post or un l further orders, whichever is the earliest. Accordingly, Shri Reddy was appointed as Director (Projects) w.e.f. July 27, 2022 by Board of Directors.

Further, Dr. Jyo Kiran Shukla (Independent Director) has been ceased from the Company w.e.f July 17, 2022. The Independent Director, in the opinion of the Board, appointed during the FY 2021-22 possess integrity, requisite exper se and experience.

Details of Key Managerial Personnel

The following are the Key Managerial Personnel of the Company for the FY 2021-22 are:

- Shri Pawan Kumar Gupta, Chairman & Managing Director

- Smt. B K Sokhey, Director (Finance) & CFO

- Smt. Deep Gambhir, Company Secretary

The Ministry of Corporate A airs has vide its no ca on dated June 05, 2015 no ed the Exemp ons to Government Companies from the provisions of the Companies Act, 2013, which inter-alia provides that Sec. 134(3) (p) regarding statement on formal annual evalua on shall not apply to Government Companies in case the Directors are evaluated by the Ministry which is administra vely in-charge of the company as per its own evalua on methodology. Further, in line with aforemen oned exemp ons, Sub-Sec ons (2), (3) & (4) of Sec. 178 regarding appointment, performance evalua on and remunera on shall not apply to Directors of Government Companies.

Declara on by Independent Director

All the Independent Directors appointed during the FY 2021-22 have met the requirements specified under Sec on 149(6) of the Companies Act, 2013 for holding the posi on of Independent Director' and necessary declara on from each Independent Director under Sec on 149 (7) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015 was received.

Training of Directors

Your Company undertakes on-boarding training for its Independent Directors to ini ate them to the organiza on and its various opera ons including strategy, opera ons, organiza on structure, human resource, technology, risk management etc. During the FY 2021-22, Your Company has conducted the familiariza on programme and provided them outbound trainings to make them abreast about the latest developments in Corporate Governance to gain deeper insights into their roles and responsibili es. Further, the Company also invests in the learning of Board-level execu ves through seminars and conferences held in associa on with reputed ins tu ons. The company has made the arrangement for internal training/outbound trainings of Independent Directors. The Company?s policy on Directors? Training can be accessed on the corporate website at the link, h p://www.nbccindia.com/webEnglish/policies.

ANNUAL RETURN

A copy of the Annual Return required under sec on 92 of the Companies Act, 2013, would be placed at the website of the company at h ps://www.nbccindia.com/webEnglish/announcementNo ces.

BUSINESS RESPONSIBILTY REPORT

The BRR describes the ini a ves taken by the Company from social, environmental and governance perspec ves. As a socially-responsible organiza on, NBCC conducts all its business activities in complete respect of the environment and society, and in line with its Corporate Governance guidelines. A detailed Business Responsibility Report is enclosed as Annexure-VI.

RESEARCH & DEVELOPMENT

The Research and Development (R&D) Policy of NBCC is:-

To provide a framework for the development of a research culture within NBCC, to improve research performance and to achieve high quality technology outputs.

To promote R&D activities as complimentary to construc on activities so as to improve the quality of work and sustainability.

To contribute towards crea on of wealth and well-being of the company and further the construc on sector as a whole.

To be suppor ve of the organiza on?s aspira on to be a world class Construc on Company.

NBCC?s all new projects are conceived/conceptualized in line with Bureau of Energy E ciency (BEE) and GRIHA norms. Some of the Green Buildings executed by the NBCC are:-

Vanijya Bhawan , Delhi - GRIHA 3-Star ra ng

SPG Dwarka LEED Pla num ra ng.

Garvi Gujarat Sadan - GRIHA 3-star ra ng.

New Madhya Pradesh Bhawan - GRIHA 3-Star ra ng

Central Informa on Commission Headquarters - GRIHA 4-star ra ng.

Income Tax o ce, Lucknow - GRIHA 3-star ra ng.

NIA Headquarters, Delhi - GRIHA 3-star ra ng.

MSTC Corporate O ce, Kolkata - GRIHA 3-star ra ng.

India?s first and largest Green Home Campus at New Mo Bagh- IGBC-LEED Silver ra ng.

Na onal Ins tute for Solar Energy (NISE), Gurugram - GRIHA 5-star ra ng.

Indian Ins tute of Corporate A airs, Manesar- LEED Gold ra ng.

Civil Services Officers Ins tute (CSOI) New Delhi - GRIHA 3-Star ra ng.

Coal India Building Headquarters, Kolkata (WB) - GRIHA 4-Star ra ng.

Central Bureau of Inves ga on (CBI) H.Q. LEED Silver ra ng.

Group Head Quarter for CISF at Ahmadabad - GRIHA 3-Star ra ng.

Besides the above, NBCC has setup a C&D waste recycling plant at the East Kidwai Nagar redevelopment for the manufacturing of bricks, which have been used in the project.

A) Conserva on of Energy:

i. Steps undertaken or impact on direc on of Conserva on of Energy and absorp on of technology, threats, Risk and Concern:

NBCC has signed a Memorandum of Understanding (MoU) on December 18, 2017 with the Energy and Resources Ins tute (TERI) for the period of 5 years. Under the MoU, TERI will be providing advice and consultancy to NBCC on iden fying solu ons for sustainable development and implementa on of GRIHA for new projects. TERI will also be assis ng NBCC in formula ng sustainable development policy and long term sustainable development plan. Further, it will be giving consultancy for conduc ng environment assessment and energy management in the exis ng projects among others.

ii. Steps taken by the Company for u li ing alterna ve sources of energy:

Installa on of Roof Top solar power panels, solar heater, solar street ligh ng etc. iii. Capital investment on energy conserva on equipments:

As most of the projects executed by NBCC are in line with the GRIHA norms, the equipments used are all energy efficient.

Installa on of LED based ligh ng in all NBCC Buildings.

B) TECHNOLOGY ABSORPTION:-

i) The efforts made towards technology absorp on:

Presenta ons of new products and innova ve technologies of best in class companies are being organized.

ii) The benefits derived like product improvement, cost reduc on, product development or import subs tu on:

Awareness about the new technologies and products is being imparted to the senior management for u lizing the same in the projects.

A circular has been issued for adoption of 54 nos. innova ve technologies for the benefits of me saving, social benefits and environmental benefits.

A laboratory on Durable Construc on tes ng has been set up for durable construc on, tes ng, durability inves ga on and durability assessment of reinforced Concrete and masonry structures.

iii) In case of imported technology- NA

iv) Expenditure incurred on R&D activities in the FY 2021-22 was Rs. 26.11 Lakh.

C) Foreign Exchange Earnings and Out-go

The details of foreign exchange earnings or out-go during the period under review are as under: Foreign Exchange Earning: Rs. 224,11,26,640/- Foreign Exchange Outgo: Rs. 28,60,81,316/-

PROGRESSIVE USE OF HINDI

The provisions of the O cial Language Policy of the Government of India have been implemented in the company. Employees are encouraged to do their o cial work in Hindi. In the company, schemes like Hindi No ng-Dra ing Incen ve Scheme, Hindi Dicta on Incen ve Schemes etc. of the Department of O cial Language, Ministry of Home A airs have been implemented in which employees par cipate. Apart from this, In order to encourage the employees to do o cial work in Hindi more and more, an internal compe on named Quarterly "Hindi Vyavhar Pra yogita" has also been implemented for ‘A?, ‘B? and "C? Region. During the year, several efforts have been made in the company towards increasing the progressive use of Hindi. During the year 2021-22, quarterly meetings of O cial Language Implementa on Commi ee (OLIC) were organized regularly to review the progressive use of O cial Language Hindi in the Company.

During the year, your Company organized Hindi workshops to promote o cial use of Hindi typing, Unicode, Hindi no ng and dra ing etc. in which par cipants from Corporate O ce, RBG, SBG and Zonal O ces par cipated.

Hindi Pakhwada was organized from September 01, 2021 to September 14, 2021 with the objec ve to increase use of Hindi in o cial work in the corporate o ce. During this period, online Hindi quiz compe on based on "Azadi Ka Amrit Mahotsav" and o cial language was organized from 03rd September to 09th September, 2021 in which the employees ac vely took part. As per the direc ons of the Department of O cial Language, Ministry of Home A airs, a saransh digital board was installed at NBCC's officeat Praga Vihar in which daily one Hindi word and its English meaning and epigram of great men etc. are displayed. NBCC (India) Limited was conferred with the highest and pres gious Rajbhasha Kir Award for the year 2020-21 in the Public Sector Undertaking category of Region 'A' for its outstanding performance in the eld of O cial Language in a grand ceremony held at Vigyan Bhawan on 14th September, 2021 in the august presence of Hon'ble Home & Coopera on Minister Shri Amit Shah, Hon'ble State Home Minister Shri Nityanand Rai, Shri Ajay Kumar Mishra and Shri Nisith Pramanik.

RIGHT TO INFORMATION

Right to Informa on (RTI) Act, 2005 has empowered the Indian ci zen to access informa on from public authori es, resul ng in transparency and accountability to the working of the authori es. Your Company has appropriate mechanism to provide informa on to ci zens under the provisions of Right to Informa on (RTI) Act, 2005.

The status of RTI received during the year 2021-22 is as follows:

Signi cant and Material Orders

There is no significant and material orders during the financial year 2021-22.

Insolvency and Bankruptcy Code, 2016

During the FY 2021-22, no applica on made or any proceeding pending under the Insolvency and Bankruptcy Code 2016. However, one wholly owned subsidiary Company of NBCC i.e. NBCC Engineering & Consultancy Limited (NECL) has been wound-up by liquidator through voluntary winding-up under sec on 59 of the Insolvency and Bankruptcy Code, 2016 and an applica on was led before Hon'ble NCLT for dissolu on order of the Company. The order of Hon'ble NCLT for dissolu on of the Company is awaited.

Repor ng of frauds by Auditors

During the FY 2021-22, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Sec on 143 (12) of the Companies Act, 2013, any instances of fraud commi ed against your Company.

One me se lement and valua on

During the financial year 2021-22, no event has taken place that give rise to repor ng of details w.r.t. difference between amount of the valua on done at the me of one me se lement and the valua on done while taking loan from the Banks or Financial Ins tu ons.

Pa ula s of Employees

The provisions of Sec on 134(3)(e) of the Act are not applicable to a Government Company. Consequently, details on Company's policy on Directors? appointment and other ma ers as required under Sec on 178 (3) of the Act, are not required. Similarly, Sec on 197 of the Act is also exempt for a Government Company. Consequently, there is no requirement of disclosure of the ra o of the remunera on of each Director to the median employees remunera on and other such details, including the statement showing the names and other par culars of every employee of the Company, who if employed throughout / part of the financial year, was in receipt of remunera on in excess of the limits set out in the rules are not provided in terms of Sec on 197 (12) of the Act read with Rule 5 (1) / (2) of the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014.

GENERAL:

Directors hereby state that no disclosure or repor ng is required in respect of the following items as there were no transac ons on these items during the year under review: 1. There was no issue of shares under ESOS to the employees.

2. Neither the Chairman & Managing Director nor the Whole Time Directors (except Shri TLN Reddy - Director (Projects) - Additional Charge, who is Managing Director of HSCL, the subsidiary company) received any remunera on or commission from the subsidiary companies.

3. The company is compliant of the Secretarial Standards issued by the ICSI from me to me.

4. All direc ons issued by the Government of India during FY 2021-22 have been duly complied with by the Company.

5. The company have prepared the policies as required under the Companies Act 2013 and SEBI (Lis ng Obliga ons and Disclosure Requirements) Regulations, 2015. The link of the major policies on the website is given hereunder.

ACKNOWLEDGEMENT

The Directors of your Company acknowledge and appreciate the co-opera on received and support received from the Government of India, State Governments, different ministries par cularly Administra ve Ministry i.e. Ministry of Housing and Urban A airs, DPE and MCA.

The Board also appreciates the contribu on of contractors, vendors and consultants in the implementa on of various projects of the Company. Your Directors thank all share-owners, business partners and all members of the NBCC Family for their faith, trust and con dence reposed in the Board. We wish to place on record our apprecia on for the un ring efforts and contribu ons made by the employees at all levels to ensure that the company con nues to grow and excel.