NCC Ltd

To the Members,

Your Directors take pleasure in presenting the 35^th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

The Company's financial performance (Standalone) for the year ended March 31, 2025 is summarized below:

( in crores)

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended March 31, 2025 amounted to 19205.30 crores as against 18314.41 crores in F.Y 2023-24 and earned a Profit before Interest, Depreciation, Exceptional Items and Tax (PBIDT) of 1932.61 crores for the F.Y 2024-25 as against 1772.22 crores in the previous year. After deducting financial charges of 652.70 crores, providing a sum of 212.92 crores towards depreciation and 267.27 crores for income tax, the operations of the Company resulted in a net profit of 761.09 crores for the F.Y 2024-25 as against 631.48 crores in F.Y 2023-24.

During the year under review, the Revenue from Operations of the Company on a consolidated basis amounted to 22199.36 crores as against 20844.96 crores in the previous fiscal. Your Company has earned a PBIDT of 2073.62 crores for the F.Y 2024-25 as against 1894.83 crores in the previous financial year. The operations resulted in a net profit attributable to the shareholders of the Company of 819.88 crores as against

710.69 crores in the previous financial year.

During the year, the Company, on consolidated basis, bagged new orders valued 32888 crores (including change in scope of work) and after deducting the Orders executed, the Order Book of the company as on March 31,2025 stood at 71568 crores. It is noteworthy that, despite challenges related to receivables, the Company demonstrated resilient financial performance during the fiscal year under review.

The Board at its meeting held on May 15, 2025 has recommended a dividend of 2.20 per Equity Share (110%) of the face value of 2/- each for the financial year ended March 31, 2025 subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The dividend payout for the year under review is in accordance with the Company's policy to pay sustainable dividend linked to long-term growth objectives of the Company. The Board of Directors of the Company has approved and adopted the Dividend Distribution Policy in line with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'). The policy is available on the website of the Company at https://www.ncclimited.com/policies&codes.html.

Out of the amount of 2493.80 crores available for appropriation your Board approved transfer of 350 crores to the Reserves and the remaining amount of 2143.80 crores in the retained earnings.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, detailed review of operations, performance and future outlook of the Company is covered under Management Discussion & Analysis section of the Integrated Annual Report.

There has been no change in the nature of business of the Company.

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.

During the financial year under review, there has been no change in the Authorized and Paid up Share Capital of the Company.

All related party transactions entered into by the Company during the financial year were in the ordinary course of business and conducted on an arm's length basis, with due approval of the Audit Committee and Board of the Company, as applicable. Further, during the year under review, the Company has entered into material related party transactions for the design, construction, and operation of a twin tunnel from Film City, Goregaon to Khindipada (Amar Nagar), Mulund, including a box tunnel (cut and cover) at Film City, along with electrical, mechanical, and associated works. These transactions were undertaken in the ordinary course of business and on an arm's length basis, and are integral to the execution of the Project. The Material Related Party Transactions were approved by the shareholders through Postal Ballot Notice dated September 25, 2024 which was duly passed by the shareholders on November 17, 2024, with requisite majority.

The disclosure of particulars of contracts or arrangements entered into with related parties during the financial year, as required under Section 188(1) of the Companies Act, 2013, is provided in Form AOC-2, as Annexure - I to this Report.

The Policy on Related Party Transactions as approved by the Audit Committee and the Board of Directors is hosted on the website of the Company at https://www.ncclimited.com/policies&codes. html

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm as under: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) We 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 of March 31, 2025 and of the profit of the Company for the financial year ended March 31, 2025; (c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the said 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) The Company had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has 27 subsidiary companies (including step-down subsidiaries) and 6 associate companies as on March 31, 2025. During the financial year, M/s Samashti Gas Energy Limited (a step-down subsidiary company) and M/s Himalayan Green Energy Private Limited (an associate company), on application, were struck off by the Registrar of Companies with effect from March 20, 2025 and January 06, 2025 respectively. M/s Paschal Form Work (India) Private Limited ceased to be an associate company with effect from September 23, 2024.

No other subsidiary, associate, or joint venture was incorporated or ceased during the year.

As per the provisions of Section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the Subsidiary Companies / Associate Companies/ Joint Venture Companies in the prescribed Form AOC-1 is attached to the Financial Statements of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are being made available on the website of the Company and are not attached with the Financial Statements of the Company. The Company will make available the Financial Statements of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. In compliance with Section 134 of the Companies Act, 2013 read with the rules framed thereunder and the provisions of the SEBI Listing Regulations, as amended from time to time the Financial Statements for the F.Y 2024-25 have been prepared in compliance with the applicable Indian Accounting Standards.

As part of the Company's ongoing efforts to streamline operations and enhance organizational efficiency, the Board of Directors, at its meeting held on August 6, 2024, approved a Scheme of Arrangement for the merger of NCC Infrastructure Holdings Limited (NCCIHL), a wholly owned subsidiary, with the Company under Sections 230 to 232 of the Companies Act, 2013, with the appointed date as April 1, 2024. The merger will result in reduction in overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination of duplication of activities and related costs. It will also simplify the group structure by eliminating multiple companies within the group.

The Scheme was filed with the Hon'ble National Company Law Tribunal (NCLT), Hyderabad Bench. The Hon'ble NCLT vide its order dated November 29, 2024 has dispensed with the requirement of convening the meeting of the equity shareholders and unsecured creditors of the Company and directed to convene the meeting of the secured creditors on January 30, 2025. As per the requests from majority of the secured creditors the meeting was adjourned to April 16, 2025. The meeting was further adjourned to June 16, 2025, subject to directions from Hon'ble NCLT.

In compliance with Regulation 34 of the SEBI Listing Regulations, and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards Ind-AS 110 and other applicable

Accounting Standards, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2025, which forms part of the Annual Report.

During the year, the Company has not accepted any public deposits.

A. Conservation of energy

The Company's core activity is civil construction which is not power intensive. The Company is making every effort to conserve the usage of power wherever possible.

B. R&D and technology absorption: Not applicable

C. Foreign exchange earnings and outgo during the F.Y 2024-25 i. Foreign exchange earnings: Nil ii. Foreign exchange outgo: a. Towards travel 1.36 crores b. Towards import of capital goods & material supplies 22.34 crores

Details of Loans, Guarantees, Investments by the Company as of March 31, 2025 form part of the Notes to the financial statements provided in this Annual Report.

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there under, Sri J V Ranga Raju (DIN: 00020547) and Sri A S N Raju (DIN: 00017416) Whole-time Directors are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. During the year under review, Sri Hemant M Nerurkar (DIN:00265887) and Smt Renu Challu (DIN:00157204) completed their second term as Independent Directors and ceased to be Directors of the Company with effect from the close of business hours on September 24, 2024. Further, Sri O.P. Jagetiya (DIN:00546495) upon completion of his tenure as an Independent Director, ceased to be a Director of the Company with effect from the close of business hours on September 26, 2024. Consequent to the completion of term of appointment of Sri Hemant M Nerurkar, Dr. A. S. Durga Prasad (DIN: 00911306), Independent Director, was appointed as the Chairperson of the Board with effect from September 25, 2024.

The Board of Directors places on record its deep appreciation for the valuable guidance and significant contributions made by Sri Hemant M Nerurkar, Smt. Renu Challu, and Sri O.P. Jagetiya during their association with the Company. Their strategic insights and commitment to excellence have played an important role in steering the Company toward sustained growth and value creation.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Sri Rajender Mohan Malla (DIN: 00136657) as an Additional Director in the category of Independent Director at its meeting held on May 15, 2024. He was appointed for a term commencing from July 1, 2024, and ending on May 14, 2028, upon attaining the age of 75 years. The said appointment was approved by the shareholders through a special resolution passed at the Annual General Meeting held on September 14, 2024.

Other than as stated above, there has been no other change in the Directors during the year under review.

The Independent Directors have submitted the requisite declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended. All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Sri. Rajender M Malla who was appointed as an independent director during the year is exempted from the Online Proficiency Self-Assessment test.

During the Year none of the directors of the company are disqualified under the provisions of the Companies, Act 2013. In line with the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has in place a Directors and Officers Liability Insurance policy.

During the year Sri M V Srinivasa Murthy, superannuated as the Company Secretary of the Company on September 30, 2024. Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed Sri Sisir K Mishra as the Company Secretary (Key Managerial Personnel) of the Company w.e.f October 1, 2024.

As on March 31, 2025 Sri A A V Ranga Raju, Managing Director, Sri A G K Raju, Executive Director, Sri A S N Raju, Sri J V Ranga Raju and Sri A V N Raju, Wholetime Directors, Sri Sanjay Pusarla, Chief Financial Officer and Sri Sisir K Mishra, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company's policy on Directors' appointment and remuneration and other matters pursuant to Section 178(3) of the Companies Act, 2013 is hosted on the Company's website at: https://ncclimited.com/ policies&codes.html The requisite information pursuant to Section 178(4) of the Act is given in the Corporate Governance Report which forms part of the Annual Report.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, the Individual Directors, the Chairman of the Company, etc pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and the SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information, and functioning etc.

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

In a separate meeting of Independent Directors, held on February 5, 2025, performance of the Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

Meetings of Board of Directors

The Board Calendar is prepared and circulated in advance to the Directors. During the financial year under review the Board has met nine times i.e., on April 27, 2024, May 15, 2024, August 06, 2024, September 04, 2024, September 14, 2024, November 07, 2024, January 09, 2025, February 06, 2025 and February 28, 2025. The details with respect to the Board and Committee meetings and attendance thereat as required under the Secretarial Standard-1 issued by the Institute of Company Secretaries of India have been provided in the Corporate Governance Report forming part of this Annual Report.

The details of the familiarization programme for Independent Directors is hosted on the Company's website at https://www. ncclimited.com/independent-directors.html

The Company has an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18 of the SEBI Listing Regulations. The details relating to the Audit Committee are given in the report on Corporate Governance forming part of the Annual Report.

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of the SEBI Listing Regulations, the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company has been hosted on the website of the Company at https://ncclimited.com/policies&codes.html. During the year under review the Company has not received any complaint under the said policy.

The Company has established Risk Management process to manage risks with the objective of maximizing shareholders value. The Company has an Enterprise Risk Management Committee to implement and monitor the risk management Policy of the Company. The development and implementation of the risk management policy has been covered in the Management Discussion and Analysis, which forms part of this Annual report.

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has complied with applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations 2015, as amended from time to time. All Directors, Senior Management Personnel, persons forming part of Promoter(s)/Promoter(s) Group and such other Designated Employees who could have access to the Unpublished Price Sensitive Information of the Company are governed by this Code. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company's website at https://www.ncclimited.com/policies&codes.html. During the year under review, there has been due compliance with the said Code.

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the Annual Return for the financial year ended March 31, 2025 is being placed on the website of the Company at https://ncclimited.com/AGM_EGM_Info.html.

Pursuant to Rule 9 of the Companies (Management and Administration) Rules, 2014, the Company Secretary & Compliance Officer of the Company is the designated person responsible for furnishing information and extending cooperation to the ROC in respect of beneficial interest in the Company's shares.

M/s. S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration No.101049W/E300004), who were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting conducted the Statutory Audit for the F.Y 2024-25. The Independent Auditors' Report to the Members of the Company in respect of the Standalone and the Consolidated Financial Statements for the Financial Year ended March 31, 2025, form part of this Annual Report and do not contain any qualification or adverse observation.

The Board of Directors of the Company based on the recommendation of the Audit Committee at its meeting held on May 15, 2025, proposed the appointment of M/s. Ravi & Subramanyam, Practicing Company Secretaries (Peer Review No. 1349/2021) as the Secretarial Auditors of the Company for a five-year term starting FY 2025–26.

The Company has received a written consent, eligibility letter and other necessary declarations and confirmations from M/s. Ravi & Subramanyam, stating that they satisfy the criteria provided under Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations, and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

If approved by the Members, the appointment of M/s. Ravi & Subramanyam, Practicing Company Secretaries as the Secretarial Auditors will be for a period for a term of five (5) consecutive financial years commencing from F.Y. 2025–26 for conducting the secretarial audit of the Company.

As per the provisions of Section 204(1) of the Companies Act, 2013 and the Rules framed there under, M/s. Ravi & Subramanyam, Practicing Company Secretaries conducted Secretarial Audit of the records and documents of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended March 31, 2025 in Form MR-3 is annexed hereto and forms part of this Report - Annexure - II. The Secretarial Auditors Report to the Members of the Company for the Financial Year ended March 31, 2025, does not contain any qualification(s) or adverse observation.

In compliance with the provisions of Section 148 of the Companies Act, 2013 and the Rules framed thereunder and based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on May 15, 2024, had appointed M/s. Vajralingam & Co., Cost Accountants (Firm Registration No.101059) as the Cost Auditors of the Company for the F.Y 2024-25 to conduct audit of the cost accounts and records maintained by the Company to the extent applicable. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for Financial Year 2024-25.

The Company has maintained the requisite Cost Records as specified by the Central Government under the Companies (Audit and Auditors) Rules, 2014.

During the Year, M/s. Deloitte Touche Tohmatsu India LLP, Chartered Accountants, M/s. M. Bhaskara Rao & Co., Chartered Accountants, M/s. K P Rao & Associates, Chartered Accountants, and M/s. Sharp & Tannan Associates, Chartered Accountants, the Internal Auditors of the Company have conducted internal audit and submitted their reports to the Audit Committee of the Company.

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI Listing Regulations, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the members of the Company. The Corporate Governance Report and the certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of the SEBI Listing Regulations, also forms part of this Annual Report.

There were no cyber security incidents or breaches or loss of data or documents during the Financial Year 2024-25.

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of the Managing Director and the Chief Financial Officer in relation to the Financial Statements for the year ended March 31, 2025 forms part of this Annual Report.

As stipulated under Regulation 34 of the SEBI Listing Regulations, Business Responsibility and Sustainability Report forms part of this Annual Report.

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. According to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years shall also be transferred to the IEPF Authority. In compliance with the aforesaid provisions, the Company has transferred the unclaimed dividends and corresponding shares to IEPF. The details of the unclaimed dividend during the last seven years and also the details of the unclaimed shares transferred to IEPF are given in the Report on Corporate Governance forming part of the Annual Report.

During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, involving the Company, before National Company Law Tribunal.

As on the date of this report, two applications under Section 9 of the IBC Code filed by the vendors are pending before the NCLT, Hyderabad. The Company has contested the aforesaid applications as no amount is due to them.

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

There have been no significant or material order passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR activities undertaken by the Company during the year under review are set out in Annexure - III of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. The CSR Policy is available on the website of the Company at https://ncclimited.com/policies&codes.html. As per the provisions of the Companies Act, 2013 and the Rules framed thereunder during the F.Y 2024-25 the Company was required to spend an amount of 13.78 Crore towards CSR activities. After setting off the excess CSR expenses of 3.09 Crores from FY 2023-24, an amount of 10.68 Crores was required to be spent during FY 2024-25. The Company has spent 33.32 Crore towards various CSR activities undertaken during the F.Y 2024-25 as per details given in the website of the Company at https://www.ncclimited.com/social-impact-csr.html. The excess amount of 22.64 Crore spent for the CSR activities for the Financial Year 2024-25 will be carried forward for set off against CSR obligations in the succeeding years(s) as permitted under the Act.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of Section

197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure - IV and forms part of this Report. Details in respect of the remuneration paid to the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time forms part of this report. The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibits. Shareholders interested in obtaining this information may access the same from the Company's website at https://www.ncclimited.com/AGM_EGM_Info.html Protection of Women at Workplace

The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the financial year ended March 31, 2025, the Company has not received any complaint pertaining to Sexual Harassment.

Acknowledgements

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Company's Bankers, Central and State Government Authorities, Associates, JV Partners, Clients, Consultants, Sub-contractors, Suppliers and the Members of the Company and look forward for the same in equal measure in the coming years.