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Directors Report of NCC Ltd.

Mar 31, 2023

BOARD''S REPORT

To the Members,

Your Directors take pleasure in presenting the 33^rd Annual
Report together with the Audited Statement of Accounts for the
Financial Year ended March 31, 2023.

Standalone Financial Results ('' in crores)

Particulars	2022-23	2021-22
Revenue from Operations	13351.32	9930.03
Other Income	152.25	108.21
Total Income	13503.57	10038.24
Profit before Interest, Depreciation, Exceptional Items and Tax (PBIDT)	1494.77	1104.32
Less: Finance Costs	510.00	459.60
Profit before Depreciation, Exceptional Items and Tax	984.77	644.72
Less: Depreciation and Amortisation Expenses	199.81	182.34
Profit before exceptional item & tax	784.96	462.38
Exceptional items (Net)	-	145.64
Profit before tax	784.96	608.02
Provision for Tax (Including earlier Year Taxation)	215.75	117.90
Profit after Tax	569.21	490.12
Other comprehensive income / (loss) for the year	(4.56)	(2.82)
Total comprehensive income for the year	564.65	487.30
Retained earnings- Opening Balance	1669.75	1478.42
Add: Profit for the Year	569.21	490.12
Less: Transferred to General Reserve	350.00	250.00
Less: Dividend paid during the year	125.57	48.79
Retained earnings - Closing Balance	1763.39	1669.75
Paid up Capital	125.57	121.97

Standalone

Your Board takes pleasure in reporting that the Revenue from
Operations of the Company for the Financial Year ended
31^st March 2023 amounted to '' 13,351.32 crores as against
'' 9930.03crores in F.Y 2021-22 and earned a Profit before

Interest, Depreciation, Exceptional Items and Tax (PBIDT) of
'' 1494.77 crores for the F.Y 2022-23 as against '' 1104.32 crores
in the previous year. After deducting financial charges of '' 510
crores, providing a sum of '' 199.81 crores towards depreciation
and '' 215.75 crores for income tax, the operations of the
Company resulted in a net profit of '' 569.21 crores for the
F.Y 2022-23 as against '' 490.1 2 crores in F.Y 2021-22.

Consolidated

During the year under review, the Revenue from Operations of
the Company on a consolidated basis amounted to '' 15,553.41
crores as against '' 11,137.96 crores in the previous fiscal. Your
Company has earned a PBIDT of '' 1 606.58 crores for
the F.Y 2022-23 as against '' 1094.52 crores in the previous
Financial Year. The operations resulted in a net profit attributable
to the shareholders of the Company of '' 609.20 crores as against
'' 482.41 crores in the previous financial year.

During the year, the Company, on consolidated basis, bagged
new orders valued around '' 25,895 crores (including change
in scope of work) and after deducting the Orders executed, the
Order Book of the company as on March 31, 2023 stood at
'' 50,244 crores.

You will be happy to note that the Company has exhibited robust
financial performance during the fiscal year under review.

Dividend

Your Board takes pleasure in recommending payment of Dividend
of '' 2.20/- (110%) per Equity Share of '' 2/- each as against
'' 2/- per Equity Share in the previous year for the consideration
and approval of the members of the Company at the forthcoming
Annual General Meeting.

The dividend recommended is in accordance with the Company''s
Dividend Distribution Policy. The Dividend Distribution Policy of
the Company is available on the Company''s website and can be
accessed at https://www.ncclimited.com/policies&codes.html

Transfer to Reserves

Out of the amount of '' 2113.39 crores available for appropriation
your Board approved transfer of '' 350 crores to the Reserves
and the remaining amount of '' 1763.39 crores in the retained
earnings.

Management Discussion and Analysis

Business overview and outlook and the state of the affairs of
the Company and the Industry in which it operates, is discussed
in detail in the section relating to Management Discussion &
Analysis which forms part of this Report.

Change in nature of business

There has been no change in the nature of business carried on by
the Company during the year under review.

Material Changes and Commitments affecting the financial
position of the Company

There are no Material Changes and Commitments affecting the
financial position of the Company which occurred between the
end of the financial year to which the financial statements relate
and the date of this Report.

Conversion of Warrants issued to Promoters to into Equity
Shares

Pursuant to the provisions of the Companies Act, 2013, SEBI
(Issue of Capital and Disclosure Requirements) Regulations,
2018 (SEBI ICDR Regulations) and the approval accorded by the
members of the Company, the Company had issued 1,80,00,000
Convertible Warrants on Preferential basis to the Promoters /
Promoter Group Shareholders of the Company at a price of
'' 59/- per warrant (including premium of '' 57/- per warrant) as
per the applicable SEBI ICDR Regulations and upon receipt of the
consideration amounting to '' 26.55 crores (towards 25% of the
issue price) the Company had allotted partly paid warrants to the
allottees on 12^th February 2021. As per terms of the preferential
issue these warrants were converted into equity shares of the
Company upon receipt of the balance 75% amounting to '' 79.65
Crore from the allottees. The Equity Shares allotted consequent
to the conversion of the Warrants are listed and traded on NSE
& BSE.

Share Capital

During the financial year under review, the Issued & Paid-up
Capital of the Company increased from '' 121.97 crores to
'' 125.57 crores consequent to the allotment of equity shares
to the Promoters. There has been no change in the Authorised
Share Capital of the Company.

Particulars of Contracts or Arrangements with Related
Parties

All related party transactions entered during the financial year
were in the ordinary course of the business of the Company
and were on an arm''s length basis. There were no materially
significant related party transactions entered by the Company
during the year with the Promoters, Directors, Key Managerial
Personnel or other persons which may have a potential conflict
with the interest of the Company.

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 and the link for the same is:
https://ncclimited.com/policies&codes.html

Directors'' responsibility statement

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
31^st March 2023 and of the profit of the Company for the
financial year ended 31^st March 2023;

(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.

Subsidiary / Joint Venture Companies:

The Company has 24 subsidiaries (including step-down
subsidiaries) as on 31^st March 2023.

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 is prepared in Form AOC-1 and 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 Obligations and Disclosure Requirement) Regulations,
2015, as amended from time to time the Financial Statements
for the F.Y 2022-23 have been prepared in compliance with the
applicable Indian Accounting Standards.

Consolidated financial statements

In compliance with Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 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, 2023, which forms part of the Annual Report.

Disclosures: Deposits

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

Conservation of energy, technology absorption and foreign
exchange earnings and outgo

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 2022-23

i. Foreign exchange earnings: '' 1.77 crores.

ii. Foreign exchange outgo:

a. Towards travel: '' 0.46 crores

b. Towards import of capital goods & material
supplies: '' 87.04 crores

During the year under review no significant and material orders
were passed by the regulators or courts or tribunals impacting the
going concern status and the Company''s operations in future.

Particulars of loans, guarantees or investments under
Section 186;

Details of Loans, Guarantees, Investments under the
provisions of Section 186 of the Companies Act, 2013 read with
Companies (Meetings of Board and its Powers) Rules, 2014 as of
31^st March 2023 form part of the Notes to the financial
statements provided in this Annual Report.

Directors:

In pursuance of Section 152 of the Companies Act, 2013 and
the rules framed there under, Sri A S N Raju (DIN 00017416),

Whole-time Director and Sri A G K Raju (DIN 00019100), Executive
Director are liable to retire by rotation, at the ensuing Annual
General Meeting and being eligible have offered themselves for
reappointment.

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 provided in sub-section (6) of Section 149 of the
Companies Act, 2013 read with sub rule (1) and (2) of Rule 6 of
Companies (Appointment and Qualification of Directors) Rules,
2014 as amended.

Key Managerial Personnel

As on 31^st March 2023 Sri AAV Ranga Raju, Managing
Director, Sri AG K Raju, Executive Director, Sri A S N Raju,
Sri J V Ranga Raju and Sri A V N Raju, Wholetime Directors,
Sri K Krishna Rao, EVP (F&A) and CFO and Sri M V Srinivasa
Murthy, Company Secretary & Sr. EVP (Legal) continued as 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.

Policy on Directors'' Appointment and Remuneration and
other details

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 and the web link thereto is: 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.

Board Evaluation

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 SEBI (LODR) Regulations, 2015.

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, 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 6 times i.e., on April 28, 2022, May 1 1, 2022, August 9,
2022, September 27, 2022, November 08, 2022, and February
8, 2023. The details with respect to the Board and Committee
meetings and attendance there at 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.

Familiarization Programme

The details of the familiarization programme formulated for
Independent Directors is hosted on the Company''s website and
the web link thereto is https://ncclimited.com/independent-
directors.html.

Audit Committee

The Company has in place 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 (LODR)
Regulations, 2015. The details relating to the Audit Committee
are given in the section relating to Corporate Governance
forming part of the Annual Report.

Whistle Blower Policy/ Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the
Rules framed there under and pursuant to the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 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
https://ncclimited.com/policies&codes.html. During the year
under review the Company has not received any complaint(s)
under the said policy.

Risk Management

The Company has established Enterprise Risk Management
process to manage risks with the objective of maximizing
shareholders value.

The Board of Directors of the Company has formed a 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 report.

Internal Financial Controls and their adequacy

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.

Compliance with Secretarial Standards

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.

Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013
a copy of the annual return for the financial year ended
31^st March 2023 has been placed on the website of the Company
at https://ncclimited.com/AGM_EGM_Info.html.

Statutory Auditors and their report

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 2022-23. The Independent
Auditors'' Report(s) to the Members of the Company in respect
of the Standalone and the Consolidated Financial Statements
for the Financial Year ended March 31, 2023, form part of this
Annual Report and do not contain any qualification(s) or adverse
observations.

Secretarial Audit Report

As per the provisions of Section 204(1) of the Companies
Act, 2013 and the Rules framed there under, the Company
has appointed M/s. BS & Company Company Secretaries LLP,
Practicing Company Secretaries to conduct Secretarial Audit of
the records and documents of the Company for the Financial
Year 2022-23. The Secretarial Audit Report for the Financial Year
ended 31^st March 2023 in Form MR-3 is annexed hereto and
forms part of this Report - Annexure - I. The Secretarial Auditors''
Report to the Members of the Company for the Financial Year
ended March 31, 2023, does not contain any qualification(s) or
adverse observations.

Cost Audit

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 11, 2022, had appointed M/s. Vajralingam & Co., Cost
Accountants (Firm Registration No.101059) as the Cost Auditors
of the Company for the F.Y 2022-23 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 FY-2022-23.

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance
has been incorporated in the Annual Report for the
information of the members of the Company. A certificate from
the Secretarial Auditors of the Company regarding compliance
with the conditions of Corporate Governance as stipulated under
the said Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 also forms part of this Annual
Report.

Business Responsibility and Sustainability Report

As stipulated under Regulation 34 of the SEBI (LODR) Regulations,
2015, Business Responsibility and Sustainability Report is
attached hereto and forms part of the Annual Report.

Investor Education and Protection Fund (I EPF)

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
dividend are required to be transferred by the Company to the
IEPF established by the Government of India, after the completion
of seven years. Further, according to the said Rules, the shares on
which dividend has not been paid or claimed by the shareholders
for seven consecutive years or more shall also be transferred to
the demat account of 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.

Details of any proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016)

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

The Consortium formed amongst Maytas Infra Ltd and
NCC Ltd was awarded the Road Project between Pondicherry
and Tindivanam by National Highways Authority of India (NHAI)
in the year 2005 on Build, Operate and Transfer (BOT) basis. The
said Consortium had formed Pondicherry Tindivanam Tollway
Pvt. Limited (PTTL), a Special Purpose Vehicle for execution
of the said Road Project. The Company had along with other
Promoters of Pondicherry Tindivanam Tollway Pvt. Limited
(PTTL), among others executed the Amended and Restated
Promoters'' Undertaking (Undertaking) dated 25th June 2008 in
relation to the Financial Assistance extended by the Consortium
of Banks to the said PTTL. The execution of the road project
was completed by PTTL in December, 2011, but on account
of breach of the contract on the part of National Highways
Authority of India (NHAI), PTTL had sought termination of the
Concession Agreement entered into with NHAI and referred the
contractual disputes and raised claims against NHAI, which were
initially referred to arbitration and thereafter to the Conciliation
Committee of Independent Experts (CCIE) set up by NHAI.

While the disputes are sub-judice before the CCIE, Axis Bank
being Lead Lenders to PTTL filed an Application u/s 7 of the IBC
against the Company and illegally claimed an amount of '' 84.04
Crores alleged to be due to them under the said Undertaking
and which application is pending for admission by the NCLT,
Hyderabad. As no amount is due by the Company to the said
Axis Bank under the said Undertaking, the Company has filed an
application under section 65 of the IBC Code for dismissal of the
frivolous application filed by Axis Bank and the same is subjudice
before the Hon''ble NCLT.

As on the date of this report, three applications u/s 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.

Reporting of Frauds

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 there under either to the Company
or to the Central Government.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (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-II 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 https://ncclimited.com/policies&codes.html . As
per the provisions of the Companies Act, 2013 and the Rules
framed thereunder during the F.Y 2022-23 the Company was
required to spend an amount of '' 7.8 0 Crore towards CSR
activities. During the F.Y 2022-23, the Company had spent the
entire amount towards various CSR activities undertaken during
the F.Y 2022-23 as per details given in the said Annexure-II.

Particulars of Employees

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.

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-III and forms
part of this Report.

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 an Internal Complaints
Committee for providing a redressal mechanism pertaining to
sexual harassment of women employees at workplace. During
the financial year ended 31^st March 2023, the Company has not
received any complaints 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
Members of the Company and look forward for the same in
equal measure in the coming years.

For and on behalf of the Board

Hemant M Nerurkar

Place: Hyderabad Chairman

Date: May 26, 2023 (DIN: 0265887)

Mar 31, 2022

Your Directors take pleasure in presenting the 32^nd Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2022.

Standalone Financial Results	(''	in crores)
Particulars	2021-22	12020-21
Revenue from Operations	9930.03	7256.02
Other Income	108.21	115.60
Total Income	10038.24	7371.62
Profit before Interest, Depreciation, Exceptional Items and Tax (PBIDT)	1104.32	970.97
Less: Finance Costs	459.60	457.81
Profit before Depreciation, Exceptional Items and Tax	644.72	513.16
Less: Depreciation and Amortisation Expenses	182.34	174.09
Profit before exceptional item & tax	462.38	339.07
Exceptional items (Net)	145.64	_-
Profit before tax	608.02	339.07
Provision for Tax(Including earlier Year Taxation)	117.90	77.58
Profit after Tax	490.12	261.49
Other comprehensive income / (loss) for the year	(2.82)	(11.67)
Total comprehensive income for the year	487.30	249.82
Retained earnings- Opening Balance	1478.42	1429.14
Add: Profit for the Year	490.12	261.49
Less: Transferred to General Reserve	250.00	200.00
Less: Dividend paid during the year	48.79	12.21
Retained earnings - Closing Balance	1669.75	1478.42
Paid up Capital	121.97	121.97

Operational performanceA. Standalone

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended 31^st March 2022 amounted to '' 9930.03 crores as against '' 7256.02 crores in FY 2020-21 and earned a Profit before Interest, Depreciation, Exceptional Items and Tax (PBIDT) of '' 1104.32 crores for the F.Y 2021-22 as against '' 970.97 crores in the previous year. After deducting financial charges of '' 459.60 crores, providing a sum of '' 182.34 crores towards depreciation, '' 117.90 crores for income tax and after exceptional items of '' 145.64 crores, the operations of the Company resulted in a net profit of '' 490.12 crores for the F.Y 2021-22 as against '' 261.49 crores in F.Y 2020-21.

B. Consolidated

During the year under review, the Revenue from Operations of the Company on a consolidated basis amounted to '' 11137.96 crores as against '' 7949.42 crores in the previous fiscal. Your Company has earned a PBIDT of '' 1094.52 crores for the F.Y 2021-22 as against '' 1034.99 crores in the previous Financial

year. The operations resulted in a net profit attributable to the shareholders of the Company of '' 482.41crores as against '' 268.31 crores in the previous financial year.

During the year the Company, on consolidated basis, bagged new orders valued around '' 12158 crores (including change in scope of work) and after deducting the Orders executed, the order Book of the company as on March 31, 2022 stood at '' 39361 crores.

Aftermath of COVID 19 in the FY 2020-21 and the first half of the FY under review, there has been a gradual improvement in the operations of the Company consequent to the proactive steps taken by the Company. The Company is putting in all efforts to achieve higher levels of growth and post a further improvement in its performance in the FY 2022-23.

Dividend

Your Board takes pleasure in recommending payment of Dividend of '' 2/- (100%) per Equity Share of '' 2/- each as against '' 0.80 per Equity Share in the previous year for the consideration and approval of the members of the Company at the forthcoming Annual General Meeting.

Transfer to Reserves

Out of the amount of '' 1919.75 crores available for appropriation your Board approved transfer of '' 250.00 crores to the Reserves and the remaining amount of '' 1669.75 crores in the retained earnings.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis which forms part of this Report.

Change in nature of business

There has been no change in the nature of business carried on by the Company during the year under review.

Material Changes and Commitments affecting the financial position of the Company

There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Merger

NCC Limited and two of its Wholly Owned Subsidiary Companies (WOSs) viz., Aster Rail Pvt. Ltd., and Vaidehi Avenues Ltd., in their respective Board meetings held in December, 2019 subject to requisite approvals including that of NCLT, approved the merger of said WOSs with NCC Limited (Holding Company) with the appointed date as 1^st April, 2019. NCLT vide its Order dated 26^th August 2021 has approved the merger with revised appointed date as 1^st April 2020. The Effective date, being the date of filing of Form INC-28 was 30^th September 2021. All the formalities relating to the merger have been completed.

Share Capital

During the financial year under review the Authorised Share Capital of the Company increased from '' 150.00 Crores to '' 161.50 Crores consequent to the Merger of two Wholly-owned Subsidiaries with the Company as indicated above. There has however been no change in the Paid up Share Capital of the Company.

Preferential Issue of Warrants to Promoters

Pursuant to the provisions of the Companies Act, 2013, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations) and the approval accorded by the members of the Company, the Company has issued 1,80,00,000 Convertible Warrants on Preferential basis to the Promoters / Promoter Group Shareholders of the Company at a price of '' 59/- per warrant (Including premium of '' 57/- per warrant). The Company has received 25% of the total consideration money amounting to '' 26.55 crores as per the applicable SEBI ICDR Regulations and allotted partly paid warrants to the allottees on 12^th February 2021. These warrants are due for conversion into equity shares of the Company within 18 months from the date of Allotment i.e. on or before 11^th August 2022, subject to payment of balance 75% of the consideration amount by the allottees.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered during the financial year were in the ordinary course of the business of the Company and were on an arm''s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

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 and the link for the same is: http:// ncclimited.com/ Policies.html.

Directors'' responsibility statement

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 at 31^st March, 2022 and of the profit of the Company for the financial year ended 31^st March, 2022;

(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.

Subsidiary / Joint venture Companies:

The Company has 24 subsidiaries (including step down subsidiaries) as on 31^st March 2022. During the financial year the entire equity stake held in NCC Vizag Urban Infrastructure Ltd (NCCVUIL), a subsidiary was divested and NCCVUIL ceased to be a subsidiary of the Company. Further, 7 step-down subsidiaries Viz. Vara Infrastructure Private Limited, Sradha Real Estates Private Limited, Siripada Homes Private Limited, NCC Urban Meadows Private Limited, NCC Urban Villas Private Limited, Sri Raga Nivas Ventures Private Limited and Nagarjuna Suites Private Limited and one Subsidiary Viz. NCC International Convention Centre Limited which were not having operations, on application from the respective companies, were Struck-off by the Registrar of Companies during the FY under review.

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 is prepared in Form AOC-1 and 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 Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time the Financial Statements for the F.Y 2021-22 have been prepared in compliance with the applicable Indian Accounting Standards.

Consolidated financial statements

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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, 2022, which forms part of the Annual Report.

Disclosures: Deposits

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo

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 2021-22 Foreign exchange earnings - '' 6.97 crores

Foreign exchange outgo:

i. Towards travel '' 0.10 crores

ii. Towards import of capital goods & material supplies '' 59.93 crores

During the year under review no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Particulars of loans, guarantees or investments under Section 186;

Details of Loans, Guarantees, Investments under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as at 31^st March, 2022 form part of the Notes to the financial statements provided in this Annual Report.

Directors:

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there under, Sri J V Ranga Raju (DIN 00020547), Wholetime Director, and Sri Utpal Sheth (DIN 00081012) Director are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the members of the Company at the ensuing AGM, the Board of Directors at its meeting held on 8^th February 2022 have approved the re-appointment of Sri A A V Ranga Raju as the Managing Director, Sri A G K Raju as the Executive Director and Sri J V Ranga Raju, as a Whole-time Director of the Company for another term of five (5) years w.e.f. 1^st April 2022.

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 provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with sub rule (1) and (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.

Key Managerial Personnel

As on 31^st March 2022 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 K Krishna Rao, EVP (F&A) and CFO and Sri M V Srinivasa Murthy, Company Secretary & EVP (Legal) continued as 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.

Policy on Directors'' Appointment and remuneration and other details

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 and the web link thereto is: http://ncclimited.com/Policies.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.

Board Evaluation

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 SEBI (LODR) 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, 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 7 times i.e. on April 28, 2021, May 28, 2021, August 5, 2021, October 25, 2021, November 9, 2021, February 8, 2022 and March 31, 2022. The details with respect to the Board and Committee meetings and attendance there at 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.

Familiarization Programme

The details of the familiarization programme formulated for Independent Directors is hosted on the Company''s website and the web link thereto is http://ncclimited.com/corporate_ governance. html

Audit Committee

The Company has in place 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 (LODR) Regulations,

2015. The details relating to the Audit Committee are given in the section relating to Corporate Governance forming part of the Annual Report.

Whistle Blower Policy/ Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 http://ncclimited. com/Policies.html. During the year under review the Company has not received any complaint(s) under the said policy.

Risk Management

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

The Board of Directors of the Company has formed a 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 report.

Internal Financial Controls and their adequacy

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.

Compliance with Secretarial Standards

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.

Annual Return

Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the annual return for the financial year ended 31^st March 2022 has been placed on the website of the Company at http://ncclimited. com/AGM_EGM_Info.html.

Statutory Auditors and their report

M/s. S R Batliboi & Associates LLP Chartered Accountants (Firm Registration No.101049W/ E300004), who were appointed by the Members of the Company as the Statutory Auditors of the Company for a term of five years from the conclusion of the 27^thAnnual General Meeting till the conclusion of the 32^nd Annual General Meeting conducted the Statutory Audit for the FY- 202122. The Independent Auditors'' Report(s) to the Members of the Company in respect of the Standalone Financial Statements and the Consolidated Financial Statements for the Financial Year ended

March 31,2022 form part of this Annual Report and do not contain any qualification(s) or adverse observations.

The present Statutory Auditors are eligible for reappointment for a second term of 5 consecutive years. The Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. The Board is of the opinion that continuation of M/s. S R Batliboi & Associates LLP, Chartered Accountants, as the Statutory Auditors of the Company will be in the best interest of the Company and therefore, the members are requested to consider their re-appointment as the Statutory Auditors of the Company, for second term of five consecutive years, from the conclusion of the ensuing Annual General Meeting, till the Annual General Meeting to be held in the year 2027, at such remuneration mutually agreed and approved by the Board.

Secretarial Audit Report

As per the provisions of Section 204(1) of the Companies Act, 2013 and the Rules framed there under, the Company has appointed M/s. BS & Company Company Secretaries LLP, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended 31^st March, 2022 in Form MR-3 is annexed here to and forms part of this Report - Annexure - I. The Secretarial Auditors'' Report to the Members of the Company for the Financial Year ended March 31, 2022 does not contain any qualification(s) or adverse observations.

Cost Audit

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 28, 2021 had appointed M/s. Vajralingam & Co., Cost Accountants (Firm Registration No.101059) as the Cost Auditors of the Company for the FY 2021-22 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 FY-2021-22.

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the members of the Company. A certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Business Responsibility Report

As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015, Business Responsibility Report is attached hereto and forms part of the Annual Report.

Investor Education and Protection Fund (IEPF)

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 dividend are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the said Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / un paid 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.

Reporting of Frauds

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 there under either to the Company or to the Central Government.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (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-II 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 http://ncclimited.com/Policies.html. As per the provisions of the Companies Act, 2013 and the Rules framed thereunder during the F.Y 2021-22 the Company was required to spend an amount of '' 10.68 Crore towards CSR activities. During the F.Y 2021-22 the Company had spent an amount of '' 8.54 crores towards CSR expenditure upto 31^st March, 2022 as per details given in the said Annexure-II. The shortfall in the expenditure was mainly due to delay in finalisation of the drawings and local issues. In compliance with the applicable statutory provisions the unspent CSR amount of '' 2.14 crores has been transferred to a separate bank account to be utilised for completion of the ongoing CSR projects.

Particulars of Employees

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 share-holders excluding the aforesaid exhibits. Shareholders interested in obtaining this information may access the same from the Company''s website.

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 - III and forms part of this Report.

Protection of Women at Work Place

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 an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the financial year ended 31^st March, 2022, the Company has not received any complaints pertaining to Sexual Harassment.

Details of any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)

During the year, no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before National Company Law Tribunal;

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 Members of the Company and look forward for the same in equal measure in the coming years.

For and on behalf of the Board Hemant M Nerurkar

Place: Hyderabad Chairman

Date: May 11, 2022 (DIN No. 0265887)

Mar 31, 2018

Directors'' Report

To the Members,

The Directors take pleasure in presenting the 28^th Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2018.

Standalone Financial Results

Rs, in Million

	2017-18	2016-17
Revenue from Operations	75593.23	78920.73
Other Income	1158.33	1400.76
Total Income	76751.56	80321.49
Profit before Interest, Depreciation, Exceptional Items and Tax	9707.16	8252.52
Less: Finance Costs	3789.40	3956.99
Profit before Depreciation, Exceptional Items and Tax	5917.76	4295.53
Less: Depreciation and Amortisation Expenses	1174.71	1120.63
Profit before exceptional item & tax	4743.05	3174.90
Exceptional item	(1065.64)	(503.37)
Profit before tax	3677.41	2671.53
Provision for Tax(Including earlier Year Taxation)	809.37	416.52
Profit after Tax	2868.04	2255.01
Other comprehensive income / (loss) for the year	(19.70)	(38.85)
Total comprehensive income for the year	2848.34	2216.16
Retained earnings- Opening Balance	4103.64	2250.09
Add: Profit for the Year	2868.04	2255.01
Less: Dividend paid during the year (Including Dividend Tax)	267.65	401.46
Retained earnings - Closing Balance	6704.03	4103.64
Paid up Capital	1201.29	1111.86

Operational performance

A. Standalone

You will note that your Company posted a turnover of Rs, 76751.56 million for the year ended 31st March, 2018 as against Rs, 80321.49 million in FY-2016-17 and earned a PBIDT of Rs, 9707.16million for the F.Y 2017-18 as against Rs, 8252.52 million for the F.Y 2016-17. After deducting financial charges of Rs, 3789.40 million, providing a sum of Rs, 1174.71 million towards depreciation Rs, 809.37 million for income tax and after exceptional items of Rs, 1065.64 million, the operations resulted in a net profit of Rs, 2868.04 million as against Rs, 2255.01 million in FY-2016-17.

B. Consolidated

During the year under review, your Company achieved a consolidated turnover of Rs, 84919.98 million as against Rs, 92044.73 million in the previous fiscal. Your Company has earned a PBIDT of Rs, 9807.49 million as against Rs, 8736.21 million in the previous year. The operations resulted in a net profit attributable to the shareholders of the Company of Rs, 1686.34 million as against Rs, 316.84 million in the previous year.

During the year the Company, on consolidated basis, bagged new orders valued around Rs, 238750.00 million (net of GST) and the order Book of the company as on March 31, 2018 stood at Rs, 325320.00 million.

QIP ISSUE

The QIP Issue made by the Company in January, 2018 received very good response from the Institutional Investors and the Company had successfully raised an amount of Rs, 5500 million. Post the QIP Issue the Paid-Up Capital of the Company had increased from Rs, 1111.86 million to Rs, 1201.29 million.

Proposed Dividend

Your Board takes pleasure in recommending Dividend of Rs, 1/- per Equity Share of Rs, 2/- each (50%) as against Rs, 0.40 (20%) per Equity Share in the Previous Year for the consideration and approval of the members of the Company at the forthcoming Annual General Meeting.

Transfer to Reserves

The Directors have decided to retain the entire amount of Rs, 6704.03 million in the retained earnings.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis.

Change in nature of business:

There is no change in the nature of business carried on by the Company during the year under review.

Material Changes and Commitments affecting the financial position of the Company

There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered during the financial year were in the ordinary course of the business of the Company and were on an arm''s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

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 and the link for the same is (http:// ncclimited.com/ Policies.html).

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm''s length basis, the requirement of furnishing the requisite details in Form AOC-2 is not applicable to the Company.

Directors'' responsibility statement

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 had been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit of the Company for that period;

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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; and

(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.

(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

Subsidiary Companies/ Joint venture Companies / Associate Companies:

The Company has 51 subsidiaries (including step down subsidiaries) as of March 31, 2018. There was no material change in the nature of the business carried on by the subsidiaries. During the year under review the Company has floated a new subsidiary viz., Talaipalli Coal Mining Private Ltd under a Joint Venture with another Company.

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 Ventures is prepared in Form AOC-1 and 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 Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

In compliance with Section 134 of the Companies Act, 2013 read with the rules framed there under and Provisions of SEBI ( Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended from time to time the Financial Statements for the F.Y 2017-18 have been prepared in compliance with the applicable Indian Accounting Standards.

Consolidated financial statements

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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, 2018, which forms part of the Annual Report.

Preferential Issue of Warrants to Promoters

The Board of Directors of the Company at its meeting held on 24th May, 2018 subject to the approval of the members of the Company and other requisite approvals had accorded in principle approval for raising an amount up to Rs,1100 million by issue of convertible warrants to M/s. AVSR Holdings Private Limited one of the promoters of the Company.

Disclosures : Deposits

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo

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.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo during the F.Y 2017-18 Foreign exchange earnings - Nil

Foreign exchange outgo

i. Towards travel Rs, 1.12 million

ii. Towards import of capital goods & material supplies Rs, 887.11 million

iii. Others Rs, 1.04 million

During the year under review no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Particulars of Loans, Guarantees or Investments under Section 186;

In compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the details of Loans, Guarantees, Investments given / made during the Financial Year ended 31st March, 2018 are given in Annexure- 1

Directors :

In pursuance of Section 152 of the Companies Act, 2013 and the Rules framed there under, Sri A G K Raju (DIN-00019100), Executive Director and Sri A S N Raju (DIN-00017416) Whole-time Director are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

During the period under review Sri N R Alluri and Sri Amit Dixit Directors have resigned from the Board due to pre-occupation. Sri Neeraj Mohan, Director had resigned from the Board on 7th May, 2018 due to pre-occupation. Your Board places on record the valuable services rendered by Sri N R Alluri, Sri Amit Dixit and Sri Neeraj Mohan during their tenure as Directors of the Company.

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

Key Managerial Personnel

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, Whole time Director(s), Sri R S Raju, Associate Director (F&A) & CFO and Sri M V Srinivasa Murthy, Company Secretary & EVP (Legal) are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There has been no change in the Key Managerial Personnel during the Financial Year under review.

Policy on Directors'' Appointment and remuneration and other details

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) o the Companies Act, 2013 is hosted on the Company''s website and the weblink thereto is (http://ncclimited.com/Policies.html).

Meetings of Board of Directors

During the Financial Year seven (7) meetings of the Board of Directors were held . The details of the meetings of the Board are given under the Section Corporate Governance Report which forms part of this Report.

The details of the familiarization programme formulated for Independent Directors is hosted on the Company''s website and the web link thereto is http://ncclimited.com/corporate governance. html.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made there under and Regulation 18 of the SEBI (LODR) Regulations, 2015. The details relating to the Audit Committee are given in the section relating to Corporate Governance forming part of the Board Report.

During the year under review Sri Amit Dixit Non-executive Director ceased to be a member of the Audit Committee consequent to his resignation as a Director of the Company.

Whistle Blower Policy/Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 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 (http://ncclimited. com/ Policies.html). During the year under review the Company has not received any complaint(s) under the said policy.

Risk Management

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

Internal Financial Controls and their adequacy

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.

Compliance with Secretarial Standards

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.

Extract of Annual Return

The extract of the Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2018 is given in Annexure- 2 and forms part of the Directors'' Report.

Statutory Auditors and their report

M/s. S R Batliboi & Associates LLP(Firm Registration No 101049W / E300004 ), Chartered Accountants who were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the 27th Annual General Meeting till conclusion of 32nd Annual General Meeting conducted the Statutory Audit for the FY-2017-

18.The Independent Auditors'' Report(s) to the Members of the Company in respect of the Stand alone Financial Statements and the Consolidated Financial Statements for the Financial Year ended March 31, 2018 form part of this Annual Report and do not contain any qualification(s) or adverse observations.

Secretarial Audit Report

As per the provisions of Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. BS & Company, Company Secretaries LLP, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 in Form MR-3 is annexed to the Directors Report - Annexure - 3 and forms part of this Report. The Secretarial Auditors'' Report to the Members of the Company for the Financial Year ended March 31, 2018 does not contain any qualification(s) or adverse observations

Cost Audit

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on May 23, 2017 had appointed M/s. Vajralingam & Co., Cost Accountants (Firm Registration No. 101059) as the Cost Auditors of the Company for the FY 2017-18. 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 FY 2017-18.

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Business Responsibility Report

As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015, Business Responsibility Report is attached and forms part of the Annual Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules''), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven (7) years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / un paid dividend during the last seven (7) 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.

Reporting of Frauds

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

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR)Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-4 of this Report in the format prescribed in the Companies(Corporate Social Responsibility Policy)Rules, 2014.The policy is available on the website of the Company. (http://ncclimited.com/Policies.html)

Particulars of Employees

Details in respect of remuneration paid to 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. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

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 - 5 and forms part of this Report.

Evaluation of performance of the Board, Members of the Board and the Committees of the Board of Directors.

The Nomination and Remuneration Committee has laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and the Board as a whole and also the evaluation process for the same. The Nomination and Remuneration Committee has reviewed the performance evaluation of the Directors, Chairperson, Nomination and Remuneration Committee, Audit Committee and Stakeholders Relationship Committee and the Board as a whole.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and the Board level Committees are given in the report on Corporate Governance, which forms part of this Annual Report.

Protection of Women at Work Place

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. During the financial year ended 31st March, 2018, the Company has not received any complaints 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, Financial Institutions, Central and State Government Authorities, Associates, JV partners, clients, consultants, sub-contractors, suppliers and Members of the Company and look forward for the same in equal measure in the coming years.

For and on behalf of the Board

Hemant M Nerurkar

Chairman

(DIN No. 00265887)

Place: Hyderabad

Date: 24^th May, 2018

Mar 31, 2017

To the Members,

The Directors take pleasure in presenting the 27th Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2017.

Standalone Financial Results (As per Ind AS)

Rs, in million

	2016-17	2015-16
Revenue from Operations	78920.73	83251.55
Other Income	1400.76	2239.85
Total Income	80321.49	85491.40
Profit before Interest, Depreciation, Exceptional Items and Tax	8252.52	9616.29
Less: Finance Costs	3956.99	5088.58
Profit before Depreciation, Exceptional Items and Tax	4295.53	4527.71
Less: Depreciation and Amortization Expense	1120.63	1099.59
Profit before Exceptional Items & Tax	3174.90	3428.12
Exceptional Items (Net)	(503.37)	(203.23)
Profit Before Tax	2671.53	3224.89
Provision for Tax (Including earlier Year Taxation)	416.52	823.20
Profit After Tax	2255.01	2401.69
Other comprehensive income/(loss) for the year	(38.85)	(21.14)
Total comprehensive income for the year	2216.16	2380.55
Paid up Capital	1111.86	1111.86

Operational performance

A. Standalone

You will be glad to note that notwithstanding the difficult phase through which the Indian Construction Industry is passing your Company posted a turnover of Rs, 80321.49 million (inclusive of other income) for the year ended 31st March, 2017 as against Rs, 85491.40 million (inclusive of other income) in FY-2015-16. Your Company earned Gross Profit of Rs, 8252.52 million for the year 2016-17 as against Rs, 9616.29 million in FY-2015-16. After deducting financial charges of Rs, 3956.99 million, providing a sum of Rs, 1120.63 million towards depreciation and Rs, 416.52 million for income tax, the operations resulted in a net profit of Rs, 2255.01million as against Rs, 2401.69 million in FY-2015-16.

B. Consolidated

During the year under review, your Company achieved a consolidated turnover of Rs, 92,044.73 million (inclusive of other income) as against Rs, 96,595.06 million (inclusive of other income) in the previous fiscal. Your Company has earned a consolidated gross profit of Rs, 8736.21 Million before interest and depreciation as against Rs, 11289.77 million in the previous year. The operations resulted in a net profit attributable to share holders of Company of Rs, 316.84 million as against Rs, 1203.25 million in the previous year.

The demonetization announced by the Union Government in November, 2016 and the consequent slow down in the economy in the second half of the Financial Year have resulted in decrease in the turnover posted and the net profit earned by the Company as compared with the previous year. Your Board is optimistic that the Company will post improved performance in the coming years.

During the year the Company, on consolidated basis, bagged new orders valued around Rs, 92258 million and executed projects worth Rs, 87922 million. The Order Book position as on March 31, 2017 stood at Rs, 180885 million.

Proposed Dividend

Keeping in view the tight liquidity situation the Construction and Infrastructure Industry is passing through and the need to conserve and optimize the use of resources, your Board recommends Dividend of Rs, 0.40 per Equity Share of Rs, 2/- each (20%) for the consideration and approval of the members of the Company at the forthcoming Annual General Meeting.

Further information on the Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion & Analysis.

Change in nature of business:

There is no change in the nature of business carried on by the Company during the year under review.

Material Changes and Commitments affecting the financial position of the Company

There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered into during the financial year were in the ordinary course of the business of the Company and were on an arm''s length basis. There were no materially significant related party transactions entered by the Company during the year with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

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 and the link for the same is (http:// ncclimited.com/ Policies.html).

Directors'' responsibility statement

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 had been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit of the Company for that period;

(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

Subsidiary Companies/Associate Companies:

The Company has 52 subsidiaries (including step down subsidiaries) as of March 31, 2017. There was no material change in the nature of the business carried on by the subsidiaries.

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

In accordance with the provisions of the Companies Act, 2013, 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 Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

In compliance with Section 134 of the Companies Act, 2013 read with the rules framed there under and the provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended from time to time the Financial Statements for the F.Y 2016-17 have been prepared in compliance with the Indian Accounting Standards.

Consolidated financial statements

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and 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, 2017, which forms part of the Annual Report.

Disclosures:

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo

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.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo Foreign exchange earnings - Nil Foreign exchange outgo

i. Towards travel '' 2.88 million

ii. Towards import of capital goods & material supplies '' 192.62 million

iii. Others '' 9.80 million

D. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

Particulars of loans, guarantees or investments under Section 186;

In compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the details of Loans, Guarantees, Investments given / furnished / made during the Financial Year ended 31st March, 2017 are given in Annexure - 1

Particulars of Directors

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed there under, Sri N R Alluri (DIN-00026723), Director and Sri J V Ranga Raju, (DIN-00020547) Whole-time Director 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 P. Abraham, Independent Director has resigned from the Board due to pre-occupation. Your Board places on record the valuable services rendered by Sri P.Abraham during his tenure as a Director of the Company.

During the year under review Dr A S Durga Prasad and Sri S Ravi joined the Board of NCC as Independent Directors pursuant to the approval accorded by the Members at the previous AGM held on August 24, 2016.

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

Key Managerial Personnel

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, Sri A V N Raju, Wholetime Director(s), Sri N.R. Alluri, Director, Sri R S Raju, Associate Director (F&A) and Sri M V Srinivasa Murthy, Company Secretary & EVP (L) are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There has been no change in the Key Managerial Personnel during the Financial Year under review.

The Board of Directors at its meeting held on February 9, 2017 subject to the approval of the Members of the Company at the ensuing Annual General Meeting considered and approved the reappointment of Sri A A V Ranga Raju, Managing Director, Sri A G K Raju, Executive Director, and Sri J V Ranga Raju, Whole time Director of the Company for a further period of Five (5) Years commencing from 01.04.2017 to 31.03.2022 and remuneration payable to them.

Policy on Directors'' Appointment and remuneration and other details

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act 2013 is hosted on the Company''s website and the we blink thereto is (http://ncclimited. com/Policies.html).

Evaluation of performance of the Board, Members of the Board and the Committees of the Board of Directors.

The Nomination and Remuneration Committee has laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and the Board as a whole and also the evaluation process for the same. Nomination and Remuneration Committee has reviewed the performance evaluation of Directors, Chairperson, Nomination and Remuneration Committee, Audit Committee and Stakeholders Relationship Committee and the Board as a whole.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and the Board level Statutory

Committees are given in the report on Corporate Governance, which forms part of this Annual Report.

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 six times i.e. on May 02, 2016, May 24, 2016, August 12,

2016, August 24, 2016, November 09, 2016 and February 09, 2017. The details with respect to 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 the Annual Report.

The details of the familiarization programme conducted for Independent Directors are hosted on the Company''s website and the web link thereto is http://ncclimited.com/corporate_ governance.html

Constitution and Composition of Audit Committee

The Company has constituted the Audit Committee under the Chairmanship of Sri R V Shastri an Independent Director and Dr.A S Durga Prasad, Sri Hemant M Nerurkar, Smt. Renu Challu, Independent Directors and Sri Amit Dixit, Non-executive Director as other Members of the Committee.

During the year under review Sri. P.Abraham ceased to be a member of the Committee following his resignation from the Board of the Company.

Whistle Blower Policy/Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 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 (http://ncclimited. com/Policies.html). During the year under review the Company has not received any complaint(s) under the policy.

Risk Management

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

Internal Financial Controls and their adequacy

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.

Extract of Annual Return

The extract of the Annual Return of the Company in Form MGT- 9 for the Financial Year ended 31st March, 2017 is given in Annexure -2 and forms part of the Directors Report.

Joint Statutory Auditors and their report

The term of the existing Joint Statutory Auditors of the Company viz., M/s. M Bhaskara Rao & Co., Chartered Accountants, (Firm Registration No.000459S) and M/s. Deloitte Haskins and Sells, Chartered Accountants (Firm Registration No. 008072S) will conclude at the end of 27th Annual General Meeting being held on 24th August, 2017. Subject to the approval of the members of the Company at the forth coming Annual General Meeting, the Board of Directors of the Company on the recommendation of the Audit Committee of the Board proposed to appoint M/s.S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration No 101049W/E300004) as the Statutory Auditors of the Company for a term of five years i.e. from the conclusion of the ensuing Annual General Meeting up to the conclusion of the 32nd Annual General Meeting of the Company to be held in the Year 2022 on such terms of remuneration as may be mutually discussed and agreed between the Statutory Auditors and the Board / Members of the Company. The appointment of the said Statutory Auditors for the F.Y 2018-19 to FY-2021-22 if approved by the members of the Company at the forthcoming AGM is subject to their ratification at the Annual General Meetings to be held for FY-2017-18 to 2020-21. The Company has received from the proposed Statutory Auditors the necessary declarations / disclosures u/s139, 141 of the Companies Act, 2013 read with the rules framed there under and also a confirmation that their firm has been subjected to Peer Review Process of the Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Independent Auditors'' Report to the Members of the Company on the Stand Alone Financial Statements for the Financial Year ended March 31, 2017 does not contain any qualification(s) or adverse observations.

The Board places on record its sincere appreciation of the services rendered by M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells, Chartered Accountants during their tenure as the Joint Statutory Auditors of the Company.

Secretarial Audit Report

In compliance with the provisions of Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. BS & Company, Company Secretaries LLP, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company for the Financial Year 2016-17. The Secretarial Audit Report for the Financial Year ended 31st March, 2017 in Form MR-3 is annexed to the Directors Report - Annexure - 3 and forms part of this Report. The Secretarial Auditors'' Report to the Members of the Company for the Financial Year ended March 31, 2017 does not contain any qualification(s) or adverse observations

Cost Audit

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on May 24, 2016 had appointed M/s. Vajralingam & Co., Cost Accountants (Firm Registration No.101059) as Cost Auditors of the

Company for the FY 2016-17. 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 FY 2016-17.

Corporate Governance

Pursuant to the provisions of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Business Responsibility Report

As stipulated under Regulation 34 of the SEBI (LODR) Regulation 2015, a Business Responsibility Report is attached and forms part of the Annual Report.

Transfer of Un-Claimed Dividend to the Investor Education and Protection Fund.

Your Company has during the year under review transferred the Unclaimed Dividend (final) pertaining to the Financial Year to the Investor Education and Protection Fund in compliance with the provisions of Section 125 of the Companies Act, 2013

Reporting of Frauds

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

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR)Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-4 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company. (http://ncclimited.com/Policies.html)

Particulars of Employees

The statement containing the 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) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 at the Registered Office of the Company and is also hosted on the website of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

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 - 5 and forms part of this Report.

Policy on Sexual Harassment

The Company has adopted 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. During the financial year ended 31st March, 2017, the Company has not received any complaints 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, Financial Institutions, Central and State Government Authorities, Associates, JV partners, clients, consultants, sub-contractors, suppliers and Members of the Company and look forward for the same in equal measure in the coming years.

For and on behalf of the Board

Hemant M Nerurkar

Chairman

(DIN No. 00265887)

Place: Hyderabad

Date: 23^rd May, 2017

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

Financial results (Standalone)

Rs. in Million

2014-15 2013-14

Turnover 82969.43 61173.02

Profit before interest, depreciation 8444.21 5583.88

and tax

Less: Interest and financial charges 5735.59 4659.85

Profit before depreciation and tax 2708.62 924.03

Less: Depreciation 1118.33 895.13

Profit before tax 1590.29 28.90

Provision for tax 472.37 (376.25)

Profit after tax 1 117.92 405.15

Profit brought forward 3331.28 3136.17

Less : Depreciatoin on transition to 80.40 -

Schedule II of the Companies Act, 2013

Profit available for appropriation 4368.80 3541.32

Appropriations

Proposed Dividend at Rs. 0.40 per 222.37 51.32

share (20%)

Dividend tax on Proposed dividend 45.27 8.72

Transfer to General Reserve 1000.00 150.00

Balance carried forward 3101.16 3331.28

Paid up Capital 1111.86 513.17

Reserves and Surplus 30932.44 24689.56

Operational performance

A. Standalone

You will be glad to note that notwithstanding the difficult phase through which the Indian Construction Industry is passing your Company posted a turnover of Rs. 82969.43 million for the year ended 31st March, 2015 as against Rs. 61173.02 million in 2013-14. Gross Profit increased from Rs. 5583.88 million in 2013-2014 to Rs. 8444.21 million in 2014-15. After deducting financial charges of Rs. 5735.59 million, providing a sum of Rs. 1118.33 million towards depreciation and Rs. 472.37 million for income tax, the operations resulted in a net profit of Rs. 1117.92 million as against Rs. 405.1 5 million in 2013 -14.

B. Consolidated

During the year under review, your Company achieved a consolidated turnover of Rs. 95128.90 Million as against Rs. 74631.51 Million in the previous fiscal. Your Company has earned a consolidated gross profit of Rs. 11263.99 Million before interest and depreciation as against Rs. 8625.24 Million in the previous year. After deducting financial charges of Rs. 7371.19 Million, providing for depreciation of Rs. 2765.93 Million and provision for tax of Rs. 512.06 Million, the operations resulted in a net profit of Rs. 614.81 Million as against Rs. 103.52 Million in the previous year.

During the year the Company, on consolidated basis, bagged new orders valued around Rs. 73810 Million and executed projects worth Rs. 90141 Million. The Order Book position as on March 31, 2015 stood at Rs. 19,3230 Million.

During the year the Company has successfully raised an amount of Rs. 5987 Million through issue of 29,93,47,778 Equity Shares of Rs. 2/- each at a premium of Rs. 18/- on Rights basis. The Issue received very good response from the shareholders and was oversubscribed to the extent of 1.14 times. We thank all the Shareholders for supporting the Company in times of great difficulties for the Construction Industry. Substantial portion of the amount raised through the Rights Issue was utilized for repayment of the Short Term Loans and NCDs, thereby the Company was able to reduce its debt and interest burden.

Proposed Dividend

Keeping in view the working capital requirements of the Company and the tight liquidity situation the Construction and Infrastructure Industry is passing through and the need for conserving the limited resources, your Board recommends Dividend of Rs. 0.40 per Equity Share of Rs. 2/- each (20%) for the consideration and approval of the members of the Company at the forthcoming Annual General Meeting. This is hundred percent increase on the expanded capital compared to previous year's dividend of 10% despite difficult market conditions. Your Board is optimistic that the company will be able to post better performance in the years to come.

Further information on the Business Overview and Outlook and state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the Management Discussion & Analysis.

There is no change in the nature of business carried on by the Company during the year under review.

Material Changes and Commitments affecting the financial position of the Company

There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company during the year with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

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 and the link for the same is (http:// ncclimited.com/Policies.html).

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, the requirement of furnishing the requisite details in Form AOC-2 is not applicable to the Company.

Directors' responsibility statement

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 had been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit of the Company for that period;

(c) We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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; and

(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.

(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

Subsidiary Companies

The Company has 51 subsidiaries (including step down subsidiaries) as of March 31,2015. There was no material change in the nature of the business carried on by the subsidiaries.

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

In accordance with the provisions of the Companies Act, 2013, 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 Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges and in compliance with the provisions of the Companies Act, 2013 and the Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31,2015, which forms part of the Annual Report.

Disclosures :

Deposits

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo

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.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil Foreign exchange outgo

a. Towards travel - Rs. 8.02 million

b. Towards import of capital goods & material supplies - Rs. 1401.48 million

c. Others Rs. 8.30 million

D. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

Particulars of loans, guarantees or investments under Section 186;

In compliance with the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the details of Loans, Guarantees, Investments given / made during the Financial Year ended 31st March, 2015 are given in Annexure- 1.

Directors

In pursuance of Section 152 of the Companies Act, 2013 and the rules framed thereunder, Sri A G K Raju, Executive Director and Sri A S N Raju Whole-time Director are liable to retire by rotation, at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. During the year Sri Neeraj Mohan was appointed as an Additional Director and his appointment is proposed to be regularized at the forthcoming Annual General Meeting.

During the year under review Sri Anil P Gupta an independent Director and Sri A K H S Rama Raju Whole-time Director resigned from the Board due to pre-occupation with other activities. The Board of Directors records its sincere appreciation and recognition of the valuable contribution and services rendered by Sri Anil P Gupta and Sri A K H S Rama Raju during their association with the Company.

In compliance with the provisions of Section 149 of the Companies Act, 2013 & the Listing Agreement entered into with the Stock Exchanges which stipulates appointment of Woman Director, the Company has appointed Smt.Renu Challu, who has rich experience in the Banking & Finance Sector and who held senior positions including that of Deputy Managing Director of State Bank of India and Managing Director of State Bank of Hyderabad as an Independent Director on the Board of the Company.

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

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

Meetings of Board of Directors

During the Financial Year under review, the Board has met seven times i.e. on 9th April, 15th May, 27th May, 13th August, 25th September, 13th November 2014 and 11th February 2015.

The details of the familiarisation programme conducted for Independent Directors are hosted on the Company's website and the web link thereto is http://ncclimited.com/corporate_ governance.html

Constitution and Composition of Audit Committee

The Company has constituted the Audit Committee under the Chairmanship of Sri R V Shastri an Independent Director and Sri P Abraham, Sri T N Manoharan Independent Directors and Sri Amit Dixit Non-executive Director as Members of the Committee.

During the year under review Sri Anil P Gupta ceased to be a member of the Committee following his resignation from the Board of the Company.

Whistle Blower Policy/Vigil Mechanisam

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, 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 (http://ncclimited. com/Policies.html).

Risk Management

The Company has established Enterprise Risk Management process to manage risks with the objective of maximizing shareholders value.

Extract of Annual Return

The Extract of Annual Return of the Company in Form MGT-9 for the Financial Year ended 31st March, 2015 is given in Annexure -.2 and forms part of the Directors Report.

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz., M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells, Chartered Accountants retire at the conclusion of the 24th Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors, if reappointed. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual General Meeting of the Company, for a term of two consecutive years to hold office from the conclusion of the 25th Annual General Meeting up to the conclusion of the 27th Annual General Meeting.

The Independent Auditors' Report to the Members of the Company on the Financial Statements for the Financial Year ended March 31, 2015 forms part of the Annual Report and does not contain any qualification(s) or adverse observations.

Secretarial Audit Report

As per the provisions of the Section 204(1) of the Companies Act, 2013, the Company has appointed M/s. BS & Co, Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company The Secretarial Audit Report for the Financial Year ended 31st March, 2015 in Form No MR-3 is annexed to the Directors Report - Annexure - 3 and forms part of this Report. The Secretarial Auditors' Report to the Members of the Company for the Financial Year ended March 31,2015 does not contain any qualification(s) or adverse observations

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under the said Clause 49 also forms part of this Annual Report.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR)Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-4 of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy)Rules, 2014.The policy is available on the website of the Company.( http://ncclimited.com/Policies.html)

Particulars of Employees

Details in respect of remuneration paid to 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 forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company

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, are enclosed in Annexure - 5 and forms part of this Report.

Evaluation of performance of the Board, Members of the Board and the Committees of the Board of Directors.

The Nomination and Remuneration Committee has laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and the Board as a whole and also the evaluation process for the same.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and the Board level Committees are given in the report on Corporate Governance, which forms part of this Annual Report.

Policy on Sexual Harassment

The Company has adopted 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. During the financial year ended 31st March, 2015, the Company has not received any complaints 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, Financial Institutions, Central and State Government Authorities, Associates, JV partners, clients, consultants, sub-contractors, suppliers and Members of the Company and look forward for the same in equal measure in the coming years.

For and on behalf of the Board

T N Manoharan Chairman (DIN No. : 01186248)

Place: Hyderabad Date: 14th May, 2015

Mar 31, 2014

To The Members,

The Director take pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the Financial year ended March 31, 2014,

Financial results (on standalone basis)

Rs in Million 2013-14 2012-13

Turnover 61173.02 57249.18

Profit before interest, depreciation and tax 5583.88 5967.82

Less: Interest and financial charges 4659.85 4070.38

Profit before depreciation and tax 924.03 1897.44

Less: Depreciation 895.13 920.22

Profit before tax 28.90 977.22

Provision for tax (376.25) 350.56

Profit after tax 405.15 626.66

Profit brought forward 3136.17 2749.56

Profit available for appropriation 3541.32 3,376.22

Appropriations

Proposed Dividend at Rs 0.20 per share (10%) 51.32 76.97

Dividend tax on Proposed dividend 8.72 13.08

Transfer to General Reserve 150.00 150.00

Balance carried forward 3331.28 3136.17

Paid up Capital 513.17 513.17

Reserves and Surplus 24689.56 24167.17

Operational performance

A. Standalone

you will be glad to note that notwithstanding the difficult phase through which the Indian Construction Industry is passing through your Company posted a turnover of h61173.02 million for the year ended 31st March, 2014 as against h57249.18 million in 2012-13. Gross Profit decreased from h5967.82 million in 2012-2013 to h5583.88 million in 2013-14. After deducting interest of h4659.85 million, providing a sum of h895.13 million towards depreciation and h(376.25) million for income tax, the operations resulted in a net profit of h405.15 Million as against h626.66 million in 2012 -13.

B. Consolidated

During the year under review, your Company achieved a consolidated turnover of h74631.51Million as against h69683.62 Million in the previous fiscal. your Company has earned a consolidated gross profit of h8625.24 Million before interest and depreciation as against h9136.36 Million in the previous year. After deducting interest of h6541.15 Million, providing for depreciation of Rs.2354.47 Million and provision for tax of Rs.(373.90) Million, the operations resulted in a net profit of Rs.103.52 Million as against Rs.520.15 Million in the previous year.

The net profit earned by the Company both on Standalone and Consolidated basis declined mainly on account of increase in interest cost on borrowed funds and on account of increase in the LC & Bank Guarantee Commission charges levied by the Consortium of Banks. The Company has initiated steps for divesting the stake held in the various SPVs and raising funds through Rights Issue of Shares.

During the year the Company, on consolidated basis, bagged new ordeh valued around h93855 Million and executed projects worth Rs.69831 Million. The Order Book position as on March 31, 2014 stood at Rs.209561 Million.

Proposed Dividend

Keeping in view the difficult phase through which the Construction and Infrastructure Industry was passing through and the need for conserving the limited resources, your Board recommended Dividend of Rs.0.20 per Equity Share of Rs.2/- each (10%) for approval of the membeh of the Company at the forthcoming Annual General Meeting. your Board is hopeful that the company will be able to post better performance in the Current year.

Directoh'' responsibility statement

Puhuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directoh confirm as under:

In the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

We have adopted 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 affaih of the Company as at March 31, 2014 and of the profit for the year ended on that date;

we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The accounts for the year ended March 31, 2014 have been prepared on a going concern basis.

Disclosures :

Deposits

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo

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.

B. R&D and technology absorption: Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a. Towards travel Â Rs.9.00 million

b. Towards import of capital goods & Material Supplies Â h359.61 million

c. Otheh Rs.4.74 million

Particulah of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulah of

Employees'') Rules, 1975, as amended forms part of this report. however, in puhuance of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is being sent to all the membeh of the Company excluding the aforesaid information, The membeh interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Director

Sri J V Ranga Raju, Whole-time Director and Sri N R Alluri Director 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. P C Laha an independent Director resigned from the Board due to pre-occupation with other activities. Sri Akhil Gupta, Nominee Director of Blackstone resigned from the Board with effect from 14th May, 2014 due to pre-occupation with other activities. Blackstone has nominated Shri Amit Dixit as their Nominee in place of Sri Akhil Gupta. The Board of Directoh records its sincere appreciation and recognition of the valuable contribution and services rendered by Sri P C Laha and Sri Akhil Gupta during their long association with the Company. your Board had appointed Sri. Utpal Sheth, Sri. hemanth Nerurkar and Sri. Amit Dixit as Additional Directoh as permitted under the provisions of the Companies Act, 1956 / Companies Act, 2013 read with the Articles of Association of the Company and their appointments are proposed to be regularized at the forthcoming AGM.

As per the provisions of the Companies Act, 2013 read with Schedule IV of the said Act, the Board has accorded inprinciple approval for the appointment of Sri. P. Abraham, Sri. R.V. Shastri, Sri. T N Manohran, Sri. Anil P Gupta and Sri. hemanth M Nerurkar Independent Directoh who have furnished the declaration regarding their independence, for a term of five yeah from the date of the ensuing Annual General Meetings.

Joint Statutory Auditoh and their report

The Joint Statutory Auditoh of the Company viz., M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte haskins and Sells, Chartered Accountants retire at the conclusion of the 24th Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditoh, if reappointed. your Board of Directoh have recommended their reappointment based on the recommendation of the Audit Committee to the membeh for their approval at the forthcoming Annual General Meeting of the Company, to hold office from the conclusion of the 24th Annual General Meeting up to the conclusion of the 25th Annual General Meeting.

The Independent Auditoh'' Report to the Membeh of the Company on the Financial Statements for the Financial year ended March 31, 2014 does not contain any qualification(s) or advehe observations.

Subsidiary Companies

The Company has 51 (Fifty One) subsidiaries (including step down subsidiaries) as of March 31, 2014. There was no material change in the nature of the business of the subsidiaries. A statement puhuant to Section 212 of the Companies Act, 1956, containing the details of the subsidiaries of the Company, is appended to this Report.

The brief profiles of the major subsidiaries of he Company which are into infrastructure development, real estate & urban infrastructure development and the international subsidiaries are detailed here in below.

NCC Infrastructure holdings Limited (NCC Infra)

NCC Infra is an infrastructure development company promoted by your Company for undertaking investments in infrastructure projects and also for development of Infrastructure Projects independently and through Government concessions, largely focusing on long term infrastructure projects with stable revenue streams. NCC Infra has made investments in the Energy and

Transportation sectoh. Currently NCC Infra has five road projects, one hydro Power Project and one Thermal Power project under its fold. The execution of all the five road projects were completed and the commercial operations have commenced. The concession period for one Road Project i.e. Brindavan Infrastructure Ltd., was over in April, 2014. Puhuant to the Share Purchase and Shareholdeh agreements entered between the holding Company i.e NCC Limited (NCCL) and Gayatri Energy Ventures Private Ltd (GEVPL) NCCL has divested a portion of the stake held in NCC Infrastructure holding Ltd., in favour of GEVPL and consequent to this divestment NCC Infra ceased to be a wholly owned subsidiary of NCCL.

NCC Urban Infrastructure Limited (NCC Urban)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Real Estate Projects such as development of Residential & Commercial complexes, SEZs, Integrated Townships. The Company has been certified for: ISO 9001 : 2000, ISO 14001 : 2004 & OhSAS 18001 : 1999. NCC Urban has developed / is developing various residential projects in hyderabad, Bangalore, Chennai, Ranchi, Kochi, Guntur, etc., NCC Urban has reported a turnover of h2209.60 million and earned a Net Profit of h68.94 million for the year ended 31st March, 2014.

International Presence

your Company has been operating in the GCC area through its subsidiaries in the Sultanate of Oman and UAE. The international business is carried on through two flagship entities viz., Nagarjuna Construction Company International LLC in Muscat and Nagarjuna Contracting Company LLC., in Dubai. During the last five yeah the International Subsidiaries have garnered major construction contracts in the Transportation, Water Pipelines and Buildings sectoh aggregating around h7000 crores.

The major projects executed / being executed by the above subsidiaries/ branches of your Company include DEWA Water Pipeline Projects in Dubai, Al Salmat Villas at Al Ain, Abu Dhabi, Al Amerat Quriyat Road, Wadi Adai Amerat Road, Batina Coastal Road, Quriyat Villa, Desalination, Saraya Bandar Projects in Oman and Qatar Petroleum Project in Doha, Qatar

Subsidiary Financials

In accordance with the general circular issued by the Ministry of Corporate Affaih, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the

subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges and in compliance with the Accounting Standards AS-21 and AS- 27 on consolidated financial statements, read with the Accounting Standard AS- 23 on Accounting for Investments in Associates, your Directoh have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2014, which form a part of this Annual Report.

A separate report on Management Discussion and Analysis puhuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Secretarial Audit Report

As a measure of good corporate

governance practice, the Company has appointed M/s. B5 & Co Practicing Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial year ended 31st March, 2014 forms part of this Annual Report.

Corporate Governance

In puhuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholdeh. A certificate from the Auditoh of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Corporate Social Responsibility

you will be glad to note that your Company has established a public charitable trust, "NCC Foundation" as part of its Corporate Social Responsibility. The main Object of the said Trust include creating, maintaining and extending need based and area specific services to the poor and needy mainly in the areas of housing, health care, education etc. NCC Foundation has completed construction of 36 houses at Antervedipalem, East Godavari District, Andhra Pradesh and the same have been handed over for the poor and the needy. During the year the Company has also contributed some amounts towards donations to Charitable Institutions.

Acknowledgements

your Directoh 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 Bankeh, Financial Institutions, Central and State Government Authorities, Associates, JV partneh, clients, consultants, supplieh and Membeh of the Company and look forward for the same in equal measure in the coming yeah.

For and on behalf of the Board

P. Abraham A.A. V. Ranga Raju Director Managing Director

Place: hyderabad Date: 15th May, 2014

Mar 31, 2013

To the Members''

The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31'' 2013''

Financial results (on standalone basis)

Rs. in millions

2012-13 2011-12

Turnover 57249.18 52504.70

Profit before interest'' depreciation and tax 5967.82 5199.00

Less: Interest and financial charges 4070.38 3839.99

Profit before depreciation and tax 1897.44 1359.01

Less: Depreciation 920.22 829.83

Profit before tax 977.22 529.18

Provision for tax 350.56 169.36

Profit after tax 626.66 359.82

Profit brought forward 2749.56 2719.20

Transferred from Debenture Redemption Reserve 265.00

Profit available for appropriation 3641.22 3079.02

Appropriations

Proposed Dividend at Rs.0.30 per share (15%) 76.97 76.97

Dividend tax on Proposed dividend 13.08 12.49

Transfer to General Reserve 150.00 50.00

Transfer to Debenture Redemption Reserve 190.00

Balance carried forward 3401.17 2749.56

Paid up Capital 513.17 513.17

Reserves and Surplus 24167.17 23597.45

Operational performance

A. Standalone

We are glad to report that your Company posted a turnover of Rs.57249.18 million for the year ended 31st March'' 2013 as against Rs.52504.70 million in 2011-12. Gross Profit increased from Rs.5199 million in 2011-2012 to Rs.5968 million in 2012-13. After deducting interest of Rs.4070.38 million'' providing a sum of Rs.920.22 million towards depreciation and income tax provision of Rs.350.56 million'' the operations resulted in a net profit of Rs.626.66 million as against Rs.359.82 million in 2011 - 12.

B. Consolidated

During the year under review'' your Company achieved a consolidated turnover of Rs.69683.62 million as against Rs.66651.57 million in the previous fiscal. Your Company has earned a consolidated gross profit of Rs.9136.36 million before interest and depreciation as against Rs.9993.39 million in the previous year. After deducting interest of Rs.5950.85 million'' providing for depreciation of Rs.2284.08 million and provision for tax of Rs.381.28 million'' the operations resulted in a net profit of Rs.520.15 million as against Rs.680.13 million in the previous year.

During the year the Company'' on consolidated basis'' bagged new orders valued around Rs.4815 crores and executed projects worth Rs.6455 crores. The order book position as on March 31'' 2013 stood at Rs.18554 crores.

Proposed Dividend

Your Directors take pleasure in recommending equity dividend of Rs.0.30/- per share of Rs.2 face value (15%) on the paid-up equity share capital for the approval of the members for the financial year 2012-13. The dividend'' if approved'' at the 23rd Annual General Meeting by the members'' will be paid to all those equity shareholders whose names appear in the Register of Members as on 21st September'' 2013 and also to the members'' whose names'' as beneficial owners'' are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited.

Directors'' responsibility statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act'' 1956'' your Directors confirm as under:

- in the preparation of the annual accounts for the year ended March 31'' 2013 the applicable accounting standards have been followed along with proper explanations relating to material departures;

- we have adopted accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31'' 2013 and of the profit for the year ended on that date;

- we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- the accounts for the year ended March 31'' 2013 have been prepared on a going concern basis.

Disclosures :

Deposits

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

Conservation of energy'' technology absorption and foreign exchange earnings and outgo

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.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a.Towards travel -Rs.5.82 million

b.Towards import of capital goods & Material Supplies -Rs.280.94 million

c. Others Rs.9.44 million

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act'' 1956'' read with the Companies (Particulars of Employees'') Rules'' 1975'' as amended forms part of this report. However'' in pursuance of the provisions of Section 219(1) (b) (iv) of the Companies Act'' 1956'' this Report is being sent to all the members of the Company excluding the aforesaid information'' The members interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Directors

Sri P. Abraham and Sri A V N Raju Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment. Dr. Rakesh R Jhunjhunwala who is liable to retire by rotation and eligible for re-appointment expressed his intention not to seek re- appointment at the forthcoming AGM due to preoccupation. The Board of Directors records its sincere appreciation and recognition of the valuable contribution and services rendered by Dr. Rakesh R Jhunjhunwala during his long association with the Company.

Padma Shri Awardee T.N. Manoharan and Sri Anil P Gupta'' were appointed as Additional Directors on 26.09.2012 and subject to the approval of the members at the ensuing Annual General Meeting their appointments are being regularised.

Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Annexure to the Notice of the 23rd Annual General Meeting.

Sri S Venkatachalam'' Independent Director who was associated with the Company since 1991 passed away on 9th September'' 2012 after a brief illness. Sri A J Jaganathan'' Independent Director had resigned from the Board effective 31st May'' 2012 due to pre-occupation with other activities. Your Board places on record the valuable services rendered by Late Sri S Venkatachalam and Sri A J Jaganathan'' Directors during their association with the Company.

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz.'' M/s. M Bhaskara Rao & Co.'' Chartered Accountants'' and M/s. Deloitte Haskins and Sells'' Chartered Accountants retire at the conclusion of the 23rd Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors'' if reappointed. Your Board of Directors have recommended their reappointment based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual General Meeting of the Company'' to hold office from the conclusion of the 23rd Annual General Meeting up to the conclusion of the 24th Annual General Meeting.

The Independent Auditors'' Report to the Members of the Company on the Financial Statements for the Financial Year ended March 31'' 2013 does not contain any qualification(s) or adverse observations.

Subsidiary Companies

The Company has 47 (forty seven) subsidiaries (including step down subsidiaries) as on March 31'' 2013. There was no material change in the nature of the business of the subsidiaries. A statement pursuant to Section 212 of the Companies Act'' 1956'' containing the details of the subsidiaries of the Company'' is appended to this Report.

The brief profiles of the major subsidiaries of the Company which are into infrastructure development'' real estate & urban infrastructure development'' power and the international subsidiaries are detailed here in below.

NCC Infrastructure Holdings Limited (NCC Infra)

NCC Infra is an infrastructure development company promoted by your Company as a wholly owned subsidiary for undertaking investments in infrastructure projects and also for development of Infrastructure Projects independently and through Government concessions'' largely focusing on long term infrastructure projects with stable revenue streams. NCC Infra has made investments in the Energy and Transportation sectors. Currently NCC Infra has five road projects'' one Hydro Power Project and one Thermal Power project under its fold. The execution of all the five road projects were completed and the commercial operations have commenced.

NCC Urban Infrastructure Limited (NCC Urban)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Infrastructure Projects such as development of Residential & Commercial complexes'' SEZs'' Integrated Townships. The Company has been certified for: ISO 9001 : 2000'' ISO 14001 : 2004 & OHSAS 18001 : 1999. NCC Urban has developed / is developing various real estate projects in Hyderabad'' Bangalore'' Chennai'' Ranchi'' Kochi'' Guntur'' etc.'' NCC Urban has reported a turnover of Rs.2135.70 million and earned a Net Profit of Rs.35.28 million for the year ended 31st March'' 2013.

International Presence

Your Company has been operating in the GCC area through its subsidiaries in the Sultanate of Oman and UAE. The international business is carried on through two flagship entities viz.'' Nagarjuna Construction Company International LLC in Muscat and Nagarjuna Contracting Company LLC'' in Dubai. During the last five years the International Subsidiaries have garnered major construction contracts in the Transportation'' Water Pipelines and Buildings sectors aggregating over Rs.6''000 crores.

The major projects executed / being executed by the above subsidiaries/ branches of your Company include DEWA Water Pipeline Projects in Dubai'' Al Salmat Villas at Al Ain'' Abu Dhabi'' Al Amerat Quriyat Road'' Wadi Adai Amerat Road'' Batina Coastal Road'' Quriyat Villa'' Desalination'' Saraya Bandar Projects in Oman and Qatar Petroleum Project in Doha'' Qatar.

Subsidiary Financials

In accordance with the general circular issued by the Ministry of Corporate Affairs'' Government of India'' the Balance Sheet'' Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges and in compliance with the Accounting Standards AS-21 and AS-27 on consolidated financial statements'' read with the Accounting Standard AS-23 on Accounting for Investments in Associates'' your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31'' 2013'' which form a part of this Annual Report.

A separate report on Management Discussion and Analysis pursuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Secretarial Audit Report

As a measure of good corporate

governance practice'' the Company has appointed M/s. BS & Co Practising Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March'' 2013 forms part of this Annual Report.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges'' a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Corporate Social Responsibility

You will be glad to note that your Company has established a public charitable trust'' "NCC Foundation" as part of its Corporate Social Responsibility. The main Object of the said Trust include creating'' maintaining and extending need based and area specific services to the poor and needy mainly in the areas of health care'' education'' etc. During the year under review NCC Foundation has completed construction of 36 houses at Antervedipalem'' East Godavari District'' Andhra Pradesh and the same are being handed over to the poor and the needy. During the year the Company has also contributed some amounts towards donations to Charitable Institutions.

Acknowledgements

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company atall levels'' Company''s Bankers'' Financial Institutions'' Central and State Government Authorities'' Associates'' JV partners'' clients'' consultants'' suppliers'' and Members of the Company and look forward for the same in equal measure in the coming years. For and on behalf of the Board

Place: Hyderabad P. Abraham A. A. V. Ranga Raju

Date: 22nd May'' 2013 Director Managing Director

Mar 31, 2012

The Directors take pleasure in presenting the 22nd Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31, 2012,

Financial results (on standalone basis)

(Rs. in millions)

2011-12 2010-11

Turnover 52504.70 50737.32

Profit before finance cost, depreciation and tax 5199.00 5910.15

Less: Finance cost 3839.99 2569.00

Profit before depreciation and tax 1359.01 3341.15

Less: Depreciation 829.83 685.31

Profit before tax 529.18 2655.84

Provision for tax 169.36 1021.34

Profit after tax 359.82 1634.50

Profit brought forward 2719.20 2552.91

Profit available for appropriation 3079.02 4187.41

Appropriations

Proposed Dividend at Rs.0.30 per share (15%) 76.97 256.58

Dividend tax on proposed dividend 12.49 41.63

Transfer to General Reserve 50.00 750.00

Transfer to Debenture Redemption Reserve 190.00 400.00

Transfer to Contingency Reserve - 20.00

Balance carried forward 2749.56 2719.20

Paid up Capital 513.17 513.17

Reserves and Surplus 23597.45 23,273.64

Operational performance

A. Standalone

You will note that your Company posted a turnover ofRs. 52504.70 million for the year ended 31 st March, 2012 as against Rs. 50737.32 million in 2010-11. Gross Profit reduced from Rs. 5910.15 million in 2010-2011 to 5199.00 million in 2011-12. After deducting interest of Rs. 3839.99 million, providing a sum of Rs. 829.83 million towards depreciation and income tax provision of Rs. 169.36 million, the operations resulted in a net profit of Rs. 359.82 Million as against Rs. 1634.50 million in 2010 - 11. The increase in interest costs, increase in the cost of major items of raw material increase in administration costs and other over heads were the main reasons for the decline in the profits.

B. Consolidated

During the year under the review your Company achieved a consolidated turnover of Rs. 66651.57 Million as against Rs. 62298.66 Million in the previous fiscal. Your Company has earned a consolidated gross profit of Rs. 9192.13 Million before interest and depreciation as against Rs. 7318.57 Million in the previous year. After deducting interest ofRs. 5648.68 Million, providing for depreciation ofRs. 2644.51 Million and provision for tax of Rs. 218.81 Million, the operations resulted in a net profit of Rs. 680.13 Million as against Rs. 2217.79 Million in the previous year.

During the year the Company, on consolidated basis, bagged new orders valued around Rs. 101166 Million and executed projects worth Rs. 61003 Million, The order book position as on March 31, 2012 stood at Rs. 201964 Million.

Proposed Dividend

Your Directors take pleasure in recommending equity dividend of Rs. 0.30 per share of Rs. 2 face value (15%) on the paid-up equity share capital for the approval of the members for the financial year 2011-12.

The dividend, if approved, at the 22nd Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members as on 21st September, 2012 and also to the members whose names as beneficial owners, are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited.

Share Capital

The Paid up Capital of the Company as of 31st March, 2012 stood at Rs. 51,31,67,620 divided into 25,65,83,810 Equity Shares of Rs. 2 each.

Change in the Registered Office of the Company

During the year under review the Registered Office has been shifted from 41, Nagarjuna Hills, Punjagutta, Hyderabad - 500082 to the new Corporate office at NCC House, Madhapur, Hyderabad - 500081

Directors' responsibility statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under:

- in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

- 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 at March 31, 2012 and of the profit for the year ended on that date;

- we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

- the accounts for the year ended March 31, 2012 have been prepared on a going concern basis.

Disclosures

Deposits

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo

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.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a. Towards travel - Rs. 2.88 million

b. Towards import of capital goods - Rs. 66.49 million

c. Towards material purchases - Rs. 41.82 million

d. OthersRs. 0.56 million

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees') Rules, 1975, as amended forms part of this report. However in pursuance of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information. The members interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Directors

Sri P C Laha, Sri J V Ranga Raju and Sri N R Alluri Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offered themselves for reappointment. Sri A K H S Rama Raju, was appointed as an additional director on 04.11.2011 and subject to approval of the members at the ensuing Annual General Meeting, he was also appointed as a Wholetime Director of the Company for a period of five years with effect from 04.11.2011.

Subject to the approval of the Members, the Board had also approved the reappointment of Sri AAV Ranga Raju, as Managing Director, Sri A G K Raju, as Executive Director and Sri J V Ranga Raju, as Wholetime Director for a further period of five years w.e.f. 1st April, 2012 and the remuneration payable to the said Directors. Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Annexure to the Notice of the Annual General Meeting. Sri A J Jaganathan, Independent Director, who has been associated with the Company for nearly three years, resigned from the Board effective 31st May, 2012 due to pre-occupation with other activities. Your Board places on record its sincere appreciation of the valuable contribution made by Sri A J Jaganathan during his association with the Company.

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz.. M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells, Chartered Accountants retire at the conclusion of the 22nd Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors, if reappointed. Your Board of Directors have recommended their reappointment, based on the recommendation of the Audit Committee to the members for their approval at the forthcoming Annual General Meeting of the Company, to hold office from the conclusion of the 22nd Annual General Meeting up to the conclusion of the 23rd Annual General Meeting.

The Joint Statutory Auditors' report to the shareholders of the Company does not contain any qualification(s) or adverse observations.

Subsidiary Companies

The Company has 45 (forty five) subsidiaries (including step down subsidiaries) as on March 31, 2012. There was no material change in the nature of the business of the subsidiaries. A statement pursuant to Section 212 of the Companies Act, 1956, containing the details of the subsidiaries of the Company, is appended as Annexure - A to this Report.

The brief profiles of the major subsidiaries of the Company which are into infrastructure development, real estate & urban infrastructure development, power and the international subsidiaries are detailed here in below.

NCC Infrastructure Holdings Limited (NCCIHL)

NCCIHL is an infrastructure development company promoted by your Company as a wholly owned subsidiary for undertaking investments in infrastructure projects and also for development of Infrastructure Projects independently and through Government concessions, largely focusing on long term infrastructure projects with stable revenue streams. NCCIHL has made investments in the Energy and Transportation sectors. Currently NCCIHL has five road projects, two Hydro Power Projects and one Thermal Power project under its fold. The execution of all the five road projects were completed and the commercial operations have commenced. During the year NCCIHL has participated in the bids for new Road Projects and Transmission Lines Projects under BOT /BOOT / BOOM basis.

NCCIHL reported a turnover of Rs. 46.37 million and which has resulted in a Net Loss ofRs. 102.29 million for the year ended 31st March, 2012.

NCC Urban Infrastructure Limited (NCC Urban)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Infrastructure Projects such as development of Residential & Commercial complexes, SEZs, Integrated Townships.The Company has been certified for: ISO 9001 : 2000, ISO 14001 : 2004 & OHSAS 18001 : 1999.

NCC Urban has developed / is developing various real estate projects in Hyderabad, Bangalore, Mysore, Chennai, Ranchi, Kochi, Visakhapatnam, Guntur, etc.,

NCC Urban has reported a consolidated turnover of Rs. 1853.47 million and earned a Net Profit ofRs. 44.59 million for the year ended 31 st March, 2012.

NCC Power Projects Limited (NCCPPL)

As the Members are aware Nelcast Energy Corporation Ltd., (NECL) which is executing the 2X660 MW Thermal Power Project at Krishnapatnam near Nellore was acquired by NCC PPL. The said NEL was merged with NCCPPL during the year. The Project achieved financial closure on 4th June, 2011. The total project cost is estimated to be Rs. 7047 crores and is to be funded with an equity of Rs. 1762 crores and debt of Rs. 5285 crores. NCC and its Wholly Owned Subsidiary i.e. NCCIHL together hold 55% of the equity in the project company and the balance 45% is held by the Gayatri Group of companies. The project company had awarded the EPC contract to NCC and the Civil Construction works have commenced recently.

The 2X 660 MW Thermal Power Project being developed by NCCPPL at Sompeta has suffered a setback on account of local issues. The environmental clearance granted for the project was suspended and the Company had filed an appeal before the National Green Tribunal (NGT). NGT vide its order passed on 23.05.2012 among others had directed holding of a fresh Public Hearing. The Company is examining the implications arising out of the orders passed by the NGT and after obtaining professional opinion will initiate appropriate action. In pursuance of the Memorandum of Understanding between the Shareholders the project assets including the approvals relating to the power project at Sompeta have been demerged into a separate Partnership firm viz. NCC Power Project (Sompeta).

Himachal Sorang Power Limited

Himachal Sorang Power is a subsidiary of the Company and is engaged in the implementation of the 100 MW run of the River Hydro electric Project by utilizing the waters of the river Sorang, a tributary of the river Sutlej. The project is under execution and the commercial operations are expected to commence by the end of December, 2012.

International Presence

Your Company has been operating in the GCC area through its subsidiaries in the Sultanate of Oman and UAE. The Subsidiaries have garnered major construction contracts in the Transportation, Water Pipelines and Buildings sectors aggregating over Rs. 6,000 crores within a short period.

The international business is carried on through two flagship entities viz., Nagarjuna Construction Company International LLC in Oman and Nagarjuna Contracting Company LLC., in Dubai. During the year the Company has established a subsidiary in Kenya and a step down entity in Kuwait through Nagarjuna Construction Company International LLC.

The major projects executed / being executed by the above subsidiaries of your Company include DEWA Water Pipeline Projects in Dubai, Al Salmat Villas at Al Ain, Abu Dhabi, Batina Coastal Road, Al Amerat Quriyat Road, Wadi Adai Amerat Road and Quriyat City Villa Projects in Oman.

Subsidiary Financials

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Annual Accounts of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection by any member at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges by the Company and in compliance with the Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2012, which form a part of this Annual Report.

A separate report on Management Discussion and Analysis pursuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Secretarial Audit Report

As a measure of good corporate governance practice, the Company has appointed M/s. BS & Co Practising Company Secretaries to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2012 forms part of this Annual Report.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Corporate Social Responsibility

You will be glad to note that your Company has established a public charitable trust, "NCC Foundation" as part of its Corporate Social

Responsibility. During the year under review NCC Foundation has initiated steps for construction of 36 houses at Antervedipalem, East Godavari District, Andhra Pradesh for the poor and the needy. The construction of these dwelling units will be completed and handed over during the Financial Year 2012-13.

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, Financial Institutions, Central and State Government Authorities, JV partners, clients, consultants, suppliers, and Members of the Company and look forward for the same in greater measure in the coming years.

For and on behalf of the Board

Place: Hyderabad P. Abraham A. A. V. Ranga Raju

Date: 29th May, 2012 Director Managing Director

Mar 31, 2011

The Directors take pleasure in presenting the 21st Annual Report together with the audited statement of accounts for the year ended March 31, 2011.

Financial results (on standalone basis)

(Rs. in millions)

2010-11 2009-10

Turnover 50,737.32 47,778.22

Profit before interest and depreciation 5,022.79 5,378.23

Less: Interest and financial charges 1,681.64 1,322.42

Profit before depreciation 3,341.15 4,055.81

Less: Depreciation 685.31 525.45

Profit before tax 2,655.84 *3,530.36

Provision for tax 1,021.34 1,204.21

Profit after tax 1,634.50 2,326.15

Profit brought forward 2,552.91 1,735.72

Profit available for appropriation 4,187.41 4,061.87

Appropriations

Proposed Dividend at Rs. 1.00 per share (50%) 256.58 333.56

Dividend tax on Proposed dividend 41.63 55.40

Transfer to General Reserve 750.00 1,000.00

Transfer to Debenture Redemption Reserve 400.00 100.00

Transfer to Contingency Reserve 20.00 20.00

Balance carried forward 2,719.20 2,552.91

Paid up Capital 513.17 513.17

Reserves and Surplus 23,273.64 21,943.39

(* includes an exceptional item of Rs. 495.60 Million representing gain arising on sale of investments held in Gautami Power Limited).

Operational performance

A. Standalone

You will be glad to note that your Company registered a growth of 6% in turnover from Rs. 47,778.22 Million in 2009-10 to Rs. 50,737.32 Million in 2010-11. Gross Profit increased from Rs. 4,882.63 Million (before gain on sale of investment) in 2009-10 to Rs. 5,022.79 Million in 2010-2011 before interest and depreciation. After deducting interest of Rs. 1,681.64 Million, providing a sum of Rs. 685.31 Million towards depreciation and income tax provision of Rs. 1,021.34 Million, the operations resulted in a net profit of Rs. 1,634.50 Million as against Rs. 1,921.92 Million in 2009-10 (before gain on sale of investment).

B. Consolidated

During the year under the review your Company earned a consolidated turnover of Rs. 62,298.66 Million as against Rs. 58,973.11 Million in the previous fiscal registering a growth of 6%. Your Company has earned a consolidated gross profit of Rs. 7,371.71 Million before interest and depreciation as against Rs. 6,753.40 Million (before gain on sale of investment) in the previous year, after deducting interest of Rs. 2,763.74 Million, providing for depreciation of Rs. 1,360.33 Million and

provision for tax of Rs. 1,029.85 Million, the operations resulted in a net profit of Rs. 2,217.79 Million as against Rs. 2,440.70 Million (before gain on sale of investment) in the previous year.

During the year the Company, on consolidated basis, bagged new orders valued around Rs. 68,267 Million and executed projects worth Rs. 60,168 Million, The order book position as on March 31, 2011 stood at Rs. 1,61,801 Million.

Proposed Dividend

Your Directors take pleasure in recommending equity dividend of Rs. 1/- per share of Rs. 2 face value (50%) on the paid-up equity share capital) for the approval of the members for the financial year 2010-11.

The dividend, if approved, at the 21st Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members as on 30th July, 2011 and also to those, whose names, as beneficial owners, are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited.

Share Capital

The Paid up Capital of the Company is Rs. 513.17 Million divided into 25, 65, 83,810 Equity Shares of Rs. 2/- each.

Issue of unsecured redeemable non-convertible debentures

During the year the Company raised Rs. 2000 Million through issue of Unsecured Redeemable Non- Convertible Debentures to ICICI Bank Limited in the form of Separately Transferable Redeemable Principal Parts (STRPPS) having the Face value of Rs. 10.00 lakh each on private placement basis. The Unsecured Redeemable Non-Convertible Debentures issued by the Company are listed on the Wholesale Debt Market Segment (WDM) of the National Stock Exchange of India.

Change in the Name of the Company & the Logo

You will be glad to note that after securing the approval of the members of the Company through Postal Ballot and that of the Central Government, the name of the Company has been changed to "NCC Limited".

Inspired by the idea of progress and positive impact the logo of the company has also undergone a change. The new logo with its rich colours cue corporate scale and vibrancy.

Directors responsibility statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as under: in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanations relating to material departures;

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 at March 31, 2011 and of the profit for the year ended on that date;

we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and the accounts for the year ended March 31, 2011 have been prepared on a going concern basis.

Disclosures

Deposits

During the year, the Company did not accept any public deposits.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. Conservation of energy

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

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a. Towards travel Ã Rs. 5.04 million

b. Towards import of capital goods Ã Rs. 157.54 million

c. Towards material purchases - Rs. 6.94 million

d. Others Rs. NIL

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of the provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information, The members interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Directors

Sri P.Abraham, Sri R.V.Shastri and Sri A.V.N.Raju Directors, are liable to retire by rotation, at the ensuing Annual General Meeting and are eligible for being reappointed as the Directors of the Company. The term of office of Sri AVN Raju, Wholetime Director expired on 29.05.2011 and subject to the approval of the shareholders, the Board of Directors, at its meeting held on 30th May 2011 re-appointed Sri A.V.N.Raju as Wholetime Director of the Company for a further period of 5 (five) years with effect from 30.05.2011 on the remuneration determined and recommended by the HR & Compensation Committee of the Board of Directors. Brief profiles of the proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Annexure to the Notice of the Annual General Meeting.

Sri R.N.Raju, Wholetime Director of the Company resigned from the Board effective 31st March, 2011 and your Board reluctantly accepted the resignation The Board places on record its appreciation of the valuable services rendered by Sri R.N.Raju during his long association with the Company

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz., M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells, Chartered Accountants retire at the conclusion of the 21st Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors, if reappointed. Your Board of Directors have recommended their reappointment, based on the recommendation of the Audit Committee to the shareholders for their approval at the forthcoming Annual General Meeting of the Company, to hold office from the conclusion of the 21st Annual General Meeting up to the conclusion of the 22nd Annual General Meeting.

The Joint Statutory Auditors Report to the shareholders of the Company does not contain any qualification(s) or adverse observations.

Awards (SAFA AWARD)

You will be glad to note that, during the year under review, NCCs Annual Report and Accounts for the year ended 31st March, 2009 has been adjudged as Best Presented Accounts by the South Asian Federation of Accountants [SAFA] an apex body of SAARC, and has been awarded the "Certificate of Merit" The committee of SAFA evaluated and selected the companies for the said award on the criteria of "improvement in transparency, accountability and governance". You are aware that previously our Companys Annual Report for the year 2008-09 was also awarded the Silver Shield by The Institute of Chartered Accountants of India(ICAI) for "Excellence in Financial Reporting".

Subsidiary companies

The Company has forty two (42) subsidiaries (including step down subsidiaries) as on March 31, 2011. There was no material change in the nature of the business of the subsidiaries. A statement containing brief financial details of the Companys subsidiaries for the financial year ended March 31, 2011 is included in the Annual Report.

The brief profiles of the major subsidiaries of the Company which are into infrastructure development, real estate & urban infrastructure development, power and the international subsidiaries are detailed here in below.

NCC Infrastructure Holdings Limited (NCC INFRA)

NCC Infra is an infrastructure development company promoted by your Company as a wholly owned subsidiary for undertaking investments in infrastructure projects and also for development of Infrastructure Projects independently and through Government concessions, largely focusing on long term infrastructure projects with stable revenue streams. NCC Infra has made investments in the Energy and Transportation sectors. Currently NCC Infra has five road projects, two Hydro Power Projects and one Thermal Power project under its fold. Out of the five road projects, four projects were completed and the fifth project is on the verge of completion. During the year NCC Infra has participated in the bids for new Road Projects and Transmission Lines Projects under BOT /BOOT / BOOM basis.

NCC Urban Infrastructure Limited (NCC URBAN)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Infrastructure Projects such as development of Residential & Commercial complexes, SEZs, Integrated Townships and Complexes with advanced building techniques. The Company has been certified for: ISO 9001 : 2000, ISO 14001 : 2004 & OHSAS 18001 : 1999.

Among others, NCC Urban has developed the National Games Housing Complex Project in Ranchi, Jharkhand. The Company has also acquired lands in and around Bangalore, Chennai, Goa, Gurgaon, Hyderabad, Kakinada, and Raipur for its Real Estate projects.

NCC Power Projects Limited (NCCPPL)

The 2X 660MW Thermal Power Project being developed by NCCPPL at Sompeta has suffered a temporary setback on account of local issues. The environmental clearance granted for the project was quashed and the Company has filed a review petition before the National Green Tribunal and the Company is hopeful of a favourable outcome.

Keeping in view the coal linkage and other infrastructural facilities already available the Company has taken necessary steps for acquiring Nelcast Energy Corporation Ltd., (NEL) which has received majority of the requisite approvals for setting up 2X660MW Thermal Power Project at Krishnapatnam near Nellore. The Project is being jointly developed by NCC and Gayatri Groups. The total project cost is estimated to be Rs. 7,047 crores and is to be funded with an equity of Rs. 1,762 crores and debt of Rs. 5 285 crores. NEL is in the process of being merged with NCCPPL.

Himachal Sorang Power Limited

Himachal Sorang Power Limited is a subsidiary of the Company and is engaged in the implementation of the 100 MW run of the River Hydro Electric Project by utilizing the waters of the River Sorang, a tributary of the river Sutlej. The project is under execution and the commercial operations are expected to commence by the end of March, 2012.

International Presence

Your Company has created a niche in infrastructure markets of the GCC, within a short time, through its subsidiaries in the Sultanate of Oman and UAE. Creation of equipment & competent manpower resources proactively since inception has been well received by the Government departments in these countries, enabling the Subsidiaries garner major construction contracts in the Transportation, Water Pipelines and Buildings sectors aggregating over Rs. 6,000 crores within a short period. The international business is carried on through two flagship entities viz., Nagarjuna Construction Company International LLC in Oman and Nagarjuna Contracting Company LLC., in Dubai.

The major projects executed / being executed by the above subsidiaries of your Company include DEWA Water Pipeline, Dubai, Villas at Al Alin, Abu Dhabi, Al Batina Coastal Road, Al Amerat Quriyat Road, Wadi Adai Amerat Road and several villas at Quriyat City.

Subsidiary Financials

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies.

Consolidated financial statements

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges by the Company and in compliance with the Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31,2011, which form a part of this Annual Report.

A separate report on Management Discussion and Analysis pursuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Secretarial Audit Report

As a measure of good corporate governance practice, the Company has appointed M/s. KSR & Co, Practising Company Secretaries to conduct Secretarial Audit of records and the documents of the Company. The Secretarial Audit Report for the Financial Year ended 31st March, 2011 is provided in the Annual Report.

Group

The names of the promoters and the entities comprising the ÃGroup are disclosed in the Annual Report for the purpose of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations,1997.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders, A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

Corporate Social Responsibility

You will be glad to note that your Company has established a public charitable trust, "NCC Foundation" as part of its Corporate Social Responsibility. NCC Foundation has joined hands with the Govt. of A.P and has constructed 155 houses at Antervedipalem, East Godavari District, Andhra Pradesh for the poor and the needy under the ÃIndiramma Housing Scheme.

Acknowledgements

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Companys Bankers, Financial Institutions, Central and State Government Authorities, J. V. partners, clients, consultants, suppliers, and the Members of the Company and look forward for the same in greater measure in the coming years.

For and on behalf of the Board

P. Abraham A. A. V. Ranga Raju

Director Managing Director

Place: Hyderabad

Date: May 30, 2011

Mar 31, 2010

The Directors take pleasure in presenting the 20th Annual Report together with the audited statement of accounts for the year ended March 31, 2010,

Financial results (on standalone basis)

(Rs in million)

2009-10 2008-09

Gross income 48,321.99 41,555.71

Profit before interest and depreciation 5,378.23 3,778.34

Less: Interest and financial charges 1,322.42 963.59

Profit before depreciation 4,055.81 2,814.75

Less: Depreciation 525.45 533.02

Profit before tax *3,530.36 2,281.73

Provision for tax 1,204.21 743.14

Profit after tax 2,326.15 1,538.59

Profit brought forward 1,735.72 1,311.65

Profit available for appropriation 4,061.87 2,850.24

Appropriations

Dividend at Rs.1.30 per share (65%) 333.56 251.74

Dividend tax 55.40 42.78

Transfer to General Reserve 1,000.00 550.00

Transfer to Debenture Redemption Reserve 100.00 250.00

Transfer to Contingency Reserve 20.00 20.00

Balance carried forward 2,552.91 1,735.72

Paid up Capital 513.17 457.70

Reserves and Surplus 21,943.39 16,397.81

(* includes an exceptional item of Rs.495.60 Million representing gain arising on sale of investments held in Gautami Power Limited).

Operational performance

A. Standalone

You will be glad to note that your Company registered a growth of 16% in turnover from Rs. 41,555.71 Million in 2008-09 to Rs. 48,321.99 Million in 2009-10. Gross Profit increased from Rs. 3,778.34 Million in 2008-09 to Rs. 5,378.23 Million in 2009-10 before interest and depreciation. After deducting interest of Rs. 1,322.42 Million, providing a sum of Rs. 525.45 Million towards depreciation and income tax provision of

Rs. 1,204.21 Million, the operations resulted in a net profit of Rs. 2,326.15 Million as against Rs. 1,538.59 Million. The net profit earned for the year 2009-10 includes an exceptional item of Rs. 404.23 Million (Net of Tax) representing gain arising on sale of investments held in Gautami Power Limited. You will be glad to note that your Company has become for the first time a Billion Dollar Company based on Standalone Turnover in 2009-10.

B. Consolidated

During the year under the review your Company earned a consolidated turnover of Rs. 59,639.34 Million as against Rs. 48,023 Million in the previous fiscal registering a growth of

24%. Your Company has earned a

I consolidated gross profit of

Rs. 7,248.99 Million before interest and

I depreciation as against Rs. 5,202.50

Million in the previous year, after

deducting interest of Rs. 2,211.38

i Million, providing for depreciation of

I Rs. 965.65 Million and provision for tax

of Rs. 1,211.28 Million, the operations

resulted in a net profit of Rs. 2,860.68

Million as against Rs, 1,850.26 Million in

the previous year. The company

reported an aggregate net profit after

tax Rs. 2,860.68 Million (including an

exceptional item of Rs. 419.98 Million

(Net of Tax) representing gain on

investments), resulting on account of

sale of investment in Gautami Power

Limited and Machilipatnam Port Limited.

During the year the Company, on consolidated basis, bagged new orders valued around Rs. 89,000.08 Million ; and executed projects worth Rs. 57,271.50 Million, The order book I position as on March 31, 2010 stood at i Rs. 153,702.60 Million.

Dividend

Your Directors take pleasure in

recommending equity dividend of

I Rs.1.30 per share of Rs. 2 face value

(65% on the paid-up equity share

capital) for the approval of the

members for the financial year 2009-10.

The dividend, if approved, at the 20th Annual General Meeting by the members, will be paid to all those equity shareholders whose names appear in the Register of Members as on 31st July, 2010 , and also to those, whose names, as beneficial owners, are furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited.

Share Capital

You will be glad to note that during the year under review, your Company successfully raised funds aggregating to Rs. 3,673.50 Million by issue of 277,32,900 Equity Shares of Rs.2/- each at a premium of Rs. 130.46 to Qualified Institutional Buyers under the Qualified Institutional Placement. The Paid up Capital of the Company now stands increased to Rs. 513.17 Miliion divided into 25,65,83,810 Equity Shares of Rs. 2/- each.

Issue of secured redeemable non- convertible debentures

During the year the Company raised Rs. 1000 Million through issue of Secured Redeemable Non-Convertible Debentures to Commercial Banks and GIC in the form of Separately Transferable Redeemable Principal

Parts of (STRPPS) having the Face value of Rs. 1.00 lakh each on private placement basis. You will note that CRISIL accorded a rating of AAVStable for the long-term borrowings of the Company up to Rs. 2,000 Million. The Secured Redeemable Non-Convertible Debentures issued by the Company are listed on the Wholesale Debt Market Segment (WDM) of the National Stock Exchange of India.

Directors responsibility statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, Your Directors confirm as under: Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state that

* in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanations relating to material departures;

* 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 at March 31, 2010 and of the profit for the year ended on that date;

* we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

* the accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

Disclosures Deposits

During the year, the Company did not accept any public deposits.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. Conservation of energy

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

B. R&D and technology absorption:

Not applicable

C Foreign exchange earnings and outgo

Foreign exchange earnings - Nil

Foreign exchange outgo

a. Towards travel - Rs. 2.25 Million

b.Towards import of capital goods - Rs.122.95 Million

c. Towards material purchases - Rs.224.40 Million

d. Others Rs. 2.61 Million

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended forms part of this report. However, in pursuance of the

provisions of Section 219(1) (b) (iv) of the Companies Act, 1956, this Report is being sent to all the members of the Company excluding the aforesaid information, The members interested in obtaining such details may please write to the Company Secretary at the registered office of the Company.

Directors

You will be proud as well as happy to note that in recognition of the valuable services rendered by our Founder Chairman and Chairman Emeritus Dr. A. V. S. Raju, has been conferred one of the countrys highest civilian awards "Padma Shri", in the Trade and Industry category by the Government of India.. Your Board congratulates Dr A V S Raju, Chairman Emeritus for this distinction.

During the year under review, Sri Utpal Sheth was appointed as an Alternate Director to Sri Rakesh Jhunjhunwala, Director of the Company effective October 31, 2009 pursuant to the provisions of Section 313 of the Companies Act, 1956.

Sri Amit Dixit, Alternate Director to Sri Akhil Gupta, Nominee Director of Blackstone, ceased to be an Alternate Director pursuant to the provisions of Section 313 of the Companies Act, 1956 and was reappointed as an Alternate Director to Sri Akhil Gupta.

Sri P.C.Laha, Sri S. Venkatachalam and Sri Rakesh Jhunjhunwala, Directors, are liable to retire by rotation, at the ensuing Annual General Meeting and are eligible for being reappointed as the Directors of the Company. Brief profile of the proposed appointees

together with other disclosures in terms of Clause 49 of the Listing Agreement are part of the Annexure to the Notice of the Annual General Meeting.

Joint Statutory Auditors and their report

The Joint Statutory Auditors of the Company viz., M/s. M Bhaskara Rao & Co., Chartered Accountants, and M/s. Deloitte Haskins and Sells, Chartered Accountants retire at the conclusion of the 20th Annual General Meeting and have confirmed their eligibility and willingness to accept the office of Joint Statutory Auditors, if reappointed. Your Board of Directors have recommended their

reappointment, based on the recommendation of the Audit Committee to the shareholders for their approval at the 20th Annual General Meeting of the Company, to hold office from the conclusion of the 20th Annual General Meeting up to the conclusion of the 21st Annual General Meeting.

The Joint Statutory Auditors report to the shareholders of the Company does not contain any qualification(s) or adverse observations.

Awards (Silver shield awarded by ICAI)

You will be glad to note that, during the year under review, NCCs Annual Report and Accounts for the year ended 31st March, 2009 has been adjudged 2nd best under the category "Infrastructure & Construction" by the Institute of Chartered Accountants of India (ICAI) for excellence in Financial Reporting and was awarded Silver Shield.

Subsidiary companies

The Company has thirty eight subsidiaries (including step down subsidiaries) as on March 31, 2010. There was no material change in the nature of the business of the subsidiaries. A statement pursuant to Section 212(1) (e) and (3) of the Companies Act, 1956, containing the details of the subsidiaries of the Company, is appended as Annexure - A to this Report.

The brief profiles of the major subsidiaries of the Company which are into infrastructure development,, real estate & urban infrastructure development, power and the international subsidiaries which are into operations are detailed here in below.

NCC Infrastructure Holdings Limited (NCC INFRA)

NCC Infra is an infrastructure development company promoted by your Company as a wholly owned subsidiary for undertaking development of Infrastructure Projects independently and through Government concessions, largely focusing on long term infrastructure projects with stable revenue streams. NCC Infra is among the first few companies in India to be modelled as an infrastructure developer-cum-holding company with investments spread across Energy and Transportation sectors.

Currently NCC Infra has five road projects, two Hydro Power Projects and one Thermal Power project under its fold. Out of the five road projects, two projects were completed and three

projects are under execution and are expected to be completed in the current fiscal 2010-11. During the year NCC Infra has participated in the bids for new Road Projects and Transmission Lines Projects under BOT /BOOT/BOOM basis.

NCC Urban Infrastructure Limited (NCC URBAN)

NCC Urban is a Subsidiary of your Company primarily focusing on Urban Infrastructure Projects such as development of Residential & Commercial complexes, Serviced Apartments, SEZs, Integrated Townships and Complexes with advanced building techniques. The Company has been certified for: ISO 9001 : 2000, ISO 14001 : 2004 & OHSAS 18001 : 1999.

Among others, NCC Urban is developing the prestigious National Games Housing Complex Project in Ranchi, Jharkhand, The Company has also acquired lands in and around Bangalore, Chennai, Goa, Gurgaon, Hyderabad, Kakinada, and Raipur for its Real Estate projects. NCC Urban has targeted to deliver 12.8 million sft. of built up area spread over 286 acres in the next three years.

NCC Power Projects Limited (NCCPPL)

NCCPPL is a wholly owned Subsidiary of your Company which is developing the 4 x 660 MW (2640 MW) coal-fired Thermal Power Project using super- critical technology at Sompeta, Srikakulam District, Andhra Pradesh in two phases of 1320 MW each. The first phase of 2 x 660 MW is being taken up

in the first instance. NCCPPL has acquired almost the entire land required for the power project from the Govt, of A.P. Land acquisition from private parties is under progress. Overall, nearly 80% of land acquisition, (required for Phase I and II) is completed. NCCPPL has received Coal Linkage to the extent of 70% of the Coal requirement in respect of the 1st phase from the Ministry of Coal, Govt. of India. The balance 30% of coal is proposed to be imported from other countries. The Project company has also received almost all the clearances/approvals from the concerned authorities (Environmental Clearance from MoEF, Govt of India, Sea Water drawl from Govt of AP, Rail Transport Clearance from the Ministry of Railways, Stack Height Clearance from the Airports Authority of India etc.) The project is now poised to achieve the Financial Closure.

Himachal Sorang Power Limited

Himachal Sorang Power is an SPV formed as a subsidiary for implementation of the 100 MW run of the River Hydro electric Project by utilising the waters of the River Sorang, a tributary of the river Sutlej. The project is under execution and the commercial operations are expected to commence around November, 2011.

International Presence

Your Company has created a niche in infrastructure markets of the GCC, within a brief time horizon of three

years, through its subsidiaries in Sultanate of Oman and UAE. Creation of equipment & competent manpower resources proactively since inception has been well received by the Government departments in these countries, enabling the Subsidiaries garner major construction contracts in the Transportation, Water Pipelines and Buildings sectors aggregating over Rs. 6,000 crores within a short period. The international business is carried on through two flagship entities viz., NCC International LLC in Oman and Nagarjuna Contracting Company LLC, in the UAE.

The prestigious projects being executed by the above subsidiaries of your Company include DEWA Water Pipeline, Dubai, Villas at Al Alin, Abu Dhabi, Al Batina Coastal Road, Al Amerat Quriyat Road, Wadi Adai Amerat Road and several villas at Quriyat City.

Investment in Paschal Formwork (India) Pvt. Ltd.

M/s. Paschal-Werk G.Maier GmbH, based in Germany, is one of the leading producers of formwork and shoring systems for use in construction sites and your Company being a vital player in the construction industry and in view of the mass concrete pouring requirement for fast and quality construction in current scenario, your Company tied up with the Paschal, Germany for establishing a form work unit viz., Paschal Formwork (India) Pvt. Ltd (PFWPL) with a production capacity

of 50,000 sq mts p.a at Visakhapatnam, Andhra Pradesh. Your Company holds 26% stake in the Equity of PFWPL. The commercial operations of PFWPL have commenced on 1st April, 2010.

Subsidiary Financials

The Ministry of Corporate Affairs, Government of India, vide its letter. Dated.25th March, 2010 accorded the approval under the provisions of Section 212(8) of the Companies Act, 1956, exempting the Company from attaching the annual accounts of the Subsidiary Companies for the year ended March 31, 2010 with that of your Company.

A statement, disclosing the details pertaining to the subsidiaries of the Company as on March 31, 2010, pursuant to Section 212 is appended as Annexure - B to this Report,

Consolidated financial statements

In compliance with Accounting Standards AS-21 and AS-27 on consolidated financial statements, read with the Accounting Standard AS-23 on Accounting for Investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31,2010, which form a part of this Annual Report.

The Company will make available the Annual Reports of the aforesaid subsidiaries upon request by any member/investor of the Company /

subsidiary company(s). Further, the Annual Reports of the subsidiary companies will also be kept open for inspection by any member/investor at the Companys registered office and that of the subsidiaries concerned.

A separate report on Management Discussion and Analysis pursuant to the Clause 49 of the Listing Agreement forms part of this Annual Report.

Corporate Governance

In pursuance of Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance has been incorporated in the Annual Report for the information of the shareholders, A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the said Clause 49 also forms a part of this Annual Report.

The Ministry of Corporate Affairs has announced the Corporate Governance Voluntary Guidelines 2009. The preamble sets the tone for a set of good practices which may be voluntarily adopted by the Corporates which are addition to the existing laws but recommendatory in nature.

Simultaneously, the Ministry of

Corporate Affairs has also issued the | Corporate Social Responsibility Voluntary Guidelines 2009 which sets I out the background for CSR activities which are purely voluntary and beyond any statutory requirement or obligation.

Your Company has reviewed the said

guidelines and the Board of Directors

of your Company has constituted a

Committee called as "Corporate

Governance Committee" to look into

the regulatory framework under the said

guidelines to ensure the adherence of

the same voluntarily in line with the

requirements best suited to your

Company and the Industry to which

your Company belongs.

Corporate Social Responsibility

I An essential component to your Companys Corporate Social I responsibility is to care for the community. Your Company endeavours to make a positive contribution towards social cause by supporting a wide range of socio-economic and

educational initiatives and committed to

address important societal needs

extends through philanthropic outreach

programs under the aegis of NCC

Foundation.

Your Company has established a public charitable trust, "NCC Foundation" as part of its Corporate Social Responsibility. NCC Foundation has joined hands with the Govt, of A.P and has constructed 155 houses at Antervedipalem, East Godavari District, Andhra Pradesh for the poor and the needy under the Indiramma Housing Scheme and has contributed Rs.85.25 lakhs for this project.

During the year under review, your Company contributed a sum of Rs.50.00 Lakhs (Rupees Fifty Lakhs) to the Chief Ministers Relief Fund of the Govt, of Andhra Pradesh which has been setup for providing relief to the Flood Victims in Andhra Pradesh.

Acknowledgements

Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Companys Bankers, Financial Institutions, Central and State Government Authorities, J. V. partners, clients, consultants, suppliers, and Members of the Company and look forward for the same in greater measure in the coming years.

For and on behalf of the Board

Place: Hyderabad P. Abraham A. A. V. Ranga Raju

Date: May 25,2010 Director Managing Director

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