Directors Report of Nuvoco Vistas Corporation Ltd.

Mar 31, 2025

The Directors present their 26^th Annual Report (4^th Integrated Annual Report) on the performance of the Company along with the
Audited Financial Statements for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS

('' in crores)

Particulars	Standalone		Consolidated
Particulars	FY 2024-25 \|	FY 2023-24	FY 2024-25 \|	FY 2023-24
Income
Revenue from operations	8,724.66	8,939.23	10,356.67	10,732.89
Other income	16.37	119.97	19.43	33.49
Total Income	8,741.03	9,059.20	10,376.10	10,766.38
Earnings before Interest, Tax, Depreciation & Amortisation	1,017.56	1,219.64	1,391.43	1,657.20
Total Expenses	8,698.87	8,851.30	10,349.59	10,560.45
Profit before tax	42.16	207.90	26.51	205.93
Tax expenses
- Current Tax	17.51	50.79	26.20	63.63
- Deferred Tax	2.11	23.37	(9.70)	14.22
- Tax Expenses relating to earlier year	(17.94)	(19.29)	(11.83)	(19.20)
Profit after tax	40.48	153.03	21.84	147.37
Other comprehensive income
Items that will not be reclassified to Profit or Loss:
Re-measurements gains/ (loss) of defined benefit plans	(2.87)	(3.37)	(4.07)	(4.50)
Income tax related to above	1.00	1.18	1.42	1.57
Total(A)	(1.87)	(2.19)	(2.65)	(2.93)
Items that will be reclassified to Profit or Loss:
Net change in fair value of derivatives designated as cash flow hedges	(0.60)	0.12	(0.60)	0.12
Income tax related to above	0.21	(0.04)	0.21	(0.04)
Total(B)	(0.39)	0.08	(0.39)	0.08
Other comprehensive income/(loss) for the year (A B)	(2.26)	(2.11)	(3.04)	(2.85)
Total comprehensive income for the year	38.22	150.92	18.80	144.52

INTEGRATED ANNUAL REPORT

The Company has voluntarily published 4^th Integrated Annual
Report for FY 2024-25 demonstrating its focus on Corporate
Governance, compliances and transparent reporting practices.

DIVIDEND

The Company has not declared dividend for FY 2024-25.
DIVIDEND DISTRIBUTION POLICY

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

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire
amount of the total comprehensive income of ''38.22 crores for
FY 2024-25 in the Retained Earnings.

PERFORMANCE REVIEW
Consolidated

The revenue from operations for FY 2024-25 decreased to
''10,356.67 crores from ''10,732.89 crores in the previous year.
The Earnings before Interest, Tax, Depreciation & Amortisation
("EBITDA") stood at ''1,391.43 crores; a decrease of 16% as
compared to ''1,657.20 crores earned in the previous year.
This decrease was mainly on account of lower realisation as
compared to previous year. The total comprehensive income for
the year was ''18.80 crores as compared to ''144.52 crores in the
previous year.

Cement of 19,491 KT was produced in FY 2024-25 as against
18,841 KT in the previous year. Clinker production increased to
11,173 KT as against 10,477 KT in the previous year. Cement sales
volume was 19,411 KT as against from 18,773 KT in the previous
year.

Standalone

The revenue from operations for FY 2024-25 decreased to
''8,724.66 crores from ''8,939.23 crores in the previous year.
EBITDA stood at ''1,017.56 crores; a decrease of 17% as compared
to ''1,219.64 crores earned in the previous year. This decrease
was mainly on account of lower realisation as compared to
previous year. The total comprehensive income for the year was
''38.22 crores as compared to ''150.92 crores in the previous year.
The Company produced 13,867 KT of cement in FY 2024-25 as
against 13,229 KT in the previous year. Clinker production was
8,421 KT as against 7,306 KT in previous year. Cement sales
volume increased to 16,362 KT from 15,352 KT; an increase of
6.38% over the previous year.

BUSINESS OVERVIEW AND STATE OF THE COMPANY''S
AFFAIRS

Nuvoco [including the Company and NU Vista Limited ("NVL")],
sta nds as the fifth-largest building materials company in India
in terms of capacity and continues to be one of the leading
cement players in East India and with strong presence in
North and West India. Guided by its vision of "Building a
Safer, Smarter, and Sustainable World", Nuvoco has launched
its renewed mission - Trusted Building Materials Company
creating Value for our Stakeholders. The Company continues
to innovate, expand, and strengthen its presence across markets,
playing a vital role in shaping the nation''s construction landscape.
Nuvoco operates 11 (eleven) cement plants across India,
including 4 (four) plants under NVL. This network comprises
5 (five) integrated units and 6 (six) grinding units strategically
located in West Bengal, Bihar, Odisha, Chhattisgarh, and
Jharkhand in Eastern India, as well as Rajasthan and Haryana
in the Northern region. Together, these facilities offer a robust
installed cement capacity of 25 MMTPA, enabling the Company
to serve its diverse customer base efficiently. The Company has
received an Order from the Hon''ble National Company Law
Tribunal, Mumbai Bench, approving the Resolution Plan for the
acquisition of Vadraj Cement Limited in the Corporate Insolvency
Resolution Process under the Insolvency and Bankruptcy Code,
2016. With this, the Company is on track to achieve ~31 MMTPA
cement capacity by Q3 FY 2026-27 consolidating its position as
India''s fifth largest cement group in terms of capacity for long
term. With this proposed acquisition, the total number of cement
plants will increase to 13 (thirteen), expanding the Company''s
presence in Surat and Kutch, Gujarat.

All integrated plants are equipped with advanced Waste Heat
Recovery Systems ("WHRS"), contributing a total of 49 MW
to sustainable energy generation. In addition, the Company
operates Captive Power Plants ("CPP") with an installed capacity
of 150 MW and Solar Power Plants generating 5.5 MWp.

In FY 2024-25, the Company achieved an Alternate Fuel Rate
("AFR") Mix of 9.6% reflecting its continued focus on enhancing
sustainability in manufacturing. Additionally, Nuvoco maintained
one of the industry''s best Cement-to-Clinker ratio at 1.72.

The Company''s Ready-Mix Concrete ("RMX") business has
a strong national footprint with 58 (fifty eight) operational
plants across India. The business has been a trusted partner
in delivering quality concrete solutions to several marquee
projects, including the re-development of Puri Railway Station,
Wonderla Amusement Park in Bhubaneswar, Ginger Hotel in

Udaipur by The Lakend Group, Nestle R&D Centre in Manesar-
Gurgaon, as well as The DoubleTree by Hilton and Imperial
Square in Ahmedabad.

The Modern Building Materials ("MBM") business continues
to strengthen the Company''s market position by offering an
innovative and diverse range of construction solutions under
the ''Zero M'' brand. This includes advanced Construction
Chemicals, Waterproofing Systems, Wall Finishing Solutions
like Putty and Coatings, Tile Adhesives & Grouts, Ready-Mix
Dry Plaster, and Cover Blocks. These products are designed to
meet the evolving needs of today''s construction landscape,
providing superior quality, ease of application, and long-term
durability.

The Company''s Construction Development and Innovation
Centre ("CDIC"), based in Mumbai, is a state-of-the-art facility
accredited by the National Accreditation Board for Testing
and Calibration Laboratories ("NABL"). Serving as a hub for
innovation, CDIC plays a pivotal role in the research and
development of breakthrough products across the Cement, RMX,
and MBM segments. The Centre is equipped to perform over
55 (fifty-five) mechanical tests across a broad spectrum
of materials including cement, fly ash, ground granulated
blast furnace slag, concrete, aggregates, bricks, blocks, and
construction chemicals. CDIC ensures that all the developed
solutions meet globally recognised quality benchmarks.

The Company offers a diversified portfolio across 3 (three)
business segments â Cement, Ready-Mix Concrete, and
Modern Building Materials. With a robust suite of over 60 (sixty)
products, the portfolio is designed to address the needs of
both individual home builders and large-scale institutional
infrastructure projects, ensuring versatility, quality, and
performance across every construction stage.

Cement

The cement business contributes ~90% to the Company''s total
sales. Nuvoco maintains a leadership position in Eastern India
while steadily expanding its footprint in the North and West,
ranking as the fifth-largest cement group in the country by
installed capacity.

Nuvoco''s cement portfolio includes leading brands such as
Nuvoco Concreto, Nuvoco Duraguard, Nuvoco Double Bull,
Nuvoco PSC, Nirmax, and Nuvoco Infracem catering to a wide
spectrum of customers. The product range spans Ordinary
Portland Cement ("OPC"), Portland Slag Cement ("PSC"), Portland
Pozzolana Cement ("PPC"), and Portland Composite Cement
("PCC"), all manufactured in compliance with BIS standards using
high-quality raw materials.

The Company''s premium offering, Nuvoco Concreto Uno,
has established itself as a category leader in Eastern India.
Engineered with advanced technology, it offers superior
protection against water ingress, dampness, and efflorescence
enhancing structural durability, resistance, and surface finish. Its
formulation also extends paint life by shielding structures from
harmful waterborne environmental pollutants.

The Company''s patented product, "Nuvoco Duraguard
Microfiber - Cement with added Microfiber", represents
a significant advancement in cement technology. This next-
generation PPC is engineered with embedded microfibers that
serve as micro-reinforcement within the matrix, effectively
mitigating micro-crack development in concrete, mortar, and
neat cement. The innovation enhances durability, structural
performance, and long-term resilience reinforcing Nuvoco''s
commitment to delivering high-performance building materials.
The "Nuvoco Double Bull" brand offers premium variants as
well as tailored products for trade and institutional markets.

All products are manufactured in state-of-the-art facilities using
high-grade clinker, ensuring consistent performance and quality.
The Company also rolled out high-impact marketing campaigns
such as the Nuvoco Duraguard Microfiber Consumer Offer in
Western Odisha and "Sabse Khaas Pehelwaan", in Northern
markets with focus on Haryana which played a pivotal role in
boosting brand visibility and deepening regional connect. The
successful introduction of Nuvoco Duraguard Microfiber
in Western Uttar Pradesh further underscored Nuvoco''s
commitment to product innovation and catering to local market
needs. These initiatives collectively reinforced a unified brand
identity and reflected the Organisation''s unwavering focus on
quality, innovation, and customer-centric growth. Additionally,
the Company conceptualised the unique Nuvoco Sarthi
Campaign at Maha Kumbh 2025, one of the world''s largest
spiritual gatherings, showcasing its strong commitment to
channel partners and customers at large.

Launch of Nuvoco Duraguard Microfiber in Western Uttar
Pradesh

Nuvoco continually strives to deliver best-in-class products to its
consumers, reinforcing its commitment to customer-centricity.
To strengthen its presence in Northern markets and ensure faster
product accessibility, Nuvoco has commenced the production of
Nuvoco Duraguard Microfiber at its Haryana Cement Plant. This
plant''s strategic location allows for swift delivery, catering to
the growing demand for high-quality building materials in the
region.

Nuvoco Duraguard Microfiber Consumer Offer in Western
Odisha

To drive deeper market penetration and enhance product
visibility, the Company launched a region-specific marketing
initiative in Western Odisha for Nuvoco Duraguard Microfiber. As
part of the scheme, customers received a complimentary 5 kg
pack of branded atta on the purchase of 100 Nuvoco Duraguard
cement bagsâan offer strategically crafted to encourage bulk
purchases and foster customer loyalty.

The campaign was amplified through the ''Fiber Shakti
Challenge''âan experiential marketing activation designed to
demonstrate the strength of microfiber technology. Branded
vans traversed key catchment areas, engaging consumers
through a unique interaction involving a tear-resistant leaflet
that symbolised the product''s crack-resistant properties.

This campaign not only drove sales but also enhanced consumer
understanding of product differentiation, reinforcing Nuvoco
Duraguard Microfiber''s position as a superior offering in the
market.

Conclusion of Nuvoco Duraguard''s ''Sabse Khaas Sarpanch''
Initiative

The Company has successfully concluded its flagship rural
outreach initiative, "Sabse Khaas Sarpanch," as a part of the
ongoing brand campaign, "Seedhi Baat Hai, Duraguard Khaas
Hai".

Launched in February 2024, the "Sabse Khaas Sarpanch" initiative
was designed to establish a direct brand connection between
Nuvoco Duraguard Cement and rural development. The
sarpanchs were celebrated as the true heroes who spearhead
significant changes in their communities. The campaign''s
extensive reach across West Madhya Pradesh fostered brand

visibility, recall, and awareness, establishing Nuvoco Duraguard
Cement as a trusted partner in village transformation.

The final felicitation ceremony was conducted on September
30, 2024 and recognised more than 150 exceptional sarpanchs
from West Madhya Pradesh, acknowledging their outstanding
contributions to village development. This unique brand
campaign unfolded through 3 (three) key events, with the
finale marking the culmination of a campaign that reached over
4,000 villages, engaged 2,500 sarpanchs, and honoured 150 top
performers.

Through this activation, Nuvoco has not only bolstered its brand
presence but also initiated long-lasting business relationships.
Several recognised sarpanchs have now become sub-dealers
and dealers.

Nuvoco''s Sarthi Initiative at Maha Kumbh 2025: Reinforcing
its commitment to the Channel Partners and Influencers

Nuvoco participated in Maha Kumbh 2025, world''s largest
spiritual gathering held in Prayagraj, Uttar Pradesh. Through its
Sarthi Initiative, the Company curated a unique engagement
programme aimed at enhancing the experience for devotees
and valued channel partners including dealers, sub-dealers,
and influencers through strategic interactions and personalised
services.

The Maha Kumbh Mela 2025 in Prayagraj was of exceptional
significance due to its occurrence after a 144 year cycle, making
it a once-in-a-lifetime event. One of the largest global spiritual
confluence, the Maha Kumbh 2025 witnessed an unprecedented
gathering of over 60 crores devotees in a span of 45 days.

As part of this initiative, Nuvoco Sarthi featured Exclusive
lounges, Branded e-rickshaws and Dedicated support staff to
assist visiting stakeholders across the sprawling 10,000 acre
event premises.

Nuvoco Duraguard Cement''s ''Sabse Khaas Pehelwaan'',
campaign - Wrestling Championship in Haryana

The Company launched Nuvoco Duraguard Cement
"Sabse Khaas Pehelwaan", a premier wrestling championship
designed to discover and celebrate Haryana''s rich wrestling
heritage. This tournament provided aspiring wrestlers with a
professional platform to compete, showcase their skills, and gain
recognition at the state level.

The campaign seamlessly integrates with the brand''s tagline,
"Seedhi Baat Hai, Duraguard Khaas Hai", through "Sabse Khaas
Pehelwaan Ki Khoj", a quest to find Haryana''s finest wrestlers.
Adding to the excitement, Sabse Khaas Pehelwaan offered
attractive prizes. The Grand Finale champions were awarded
with ''1,00,000/- for first place, ''50,000/- for second place, and
''25,000/- for the two joint third-place winners.

Ready-Mix Concrete ("RMX")

With 58 (fifty eight) plants across India as on March 31, 2025,
Nuvoco is one of the leading industry players in the RMX
industry. As a preferred partner, it provides concrete solutions to
developers, small contractors, builders, architects, and individual
home builders at large.

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

The Company has launched 5 (five) RMX plants in FY 2024-25.

The new plants commissioned in FY 2024-25 are at Ranchi
(Jharkhand), Nagpur, Mumbai, Thane (Maharashtra) and
Ahmedabad (Gujarat).

Some of the notable landmark projects concluded in FY 2024-25
were re-development of Puri Railway Station, Bhubaneswar, O.P.
Jindal Global University, Sonipat, Miraj Stadium, Udaipur, Ginger,
by Lakend Hotel Group, Udaipur, Nestle'' R&D Centre, Manesar-
Gurgaon, The DoubleTree Hotel by Hilton, Ahmedabad, Imperial
Square, Ahmedabad.

The Company launched 2 (two) new innovative products under
RMX category i.e., Ecodure Thermal Insulated Concrete and
Concreto Uno - Hydrophobic Concrete with innovative Damp
Lock Formula.

Ecodure Thermal Insulated Concrete

Ecodure Thermal Insulated Concrete is a technological
breakthrough in construction materials, formulated with
specialised aggregates that exhibit lower thermal conductivity
than conventional concrete. This advanced blend helps reduce
indoor temperatures by up to 3Â°C, providing a sustainable way to
combat the rising heat associated with global warming.
Additionally, it also reduces the cooling load and Energy Use
Intensity ("EUI") in buildings, resulting in several benefits - a 5%
decrease in building EUI, a 6% reduction in space cooling load,
and a 7% decrease in cooling capacity requirement. Moreover, its
reduced density contributes to a lighter building load, which can
lower construction costs. Ecodure also helps reduce buildings
overall carbon footprint through embodied carbon reduction.
This product is ideal for residential, industrial, and institutional
buildings.

Concreto Uno - Hydrophobic Concrete with innovative Damp
Lock Formula

The Company launched Concreto Uno - Hydrophobic Concrete,
with its advanced hydrophobic properties combined with the
innovative Damp Lock Formula, this unique concrete redefines
construction standards.

Concreto Uno - Hydrophobic Concrete features a unique blend
of admixtures and a specialised mix design that prevents
the formation of capillaries within the concrete, resulting in
significantly lower permeability compared to standard-grade
concrete. This waterproof concrete enhances the overall strength
and durability of structures, significantly extending their lifespan.
In addition, Concreto Uno''s Damp Lock formula reduces costs
in construction projects by minimising the need for costly
waterproofing membranes and coatings. Furthermore, it
prevents dampness, which preserves the aesthetic quality
of buildings. This product is ideal for structural consultants,
architects, contractors, engineers, and project management
companies. It is widely available across India through Nuvoco''s
RMX plants.

Modern Building Materials

Nuvoco''s Modern Building Material ("MBM") business serves as a
pivotal distinguishing factor for the Company. Nuvoco markets
and sells a range of products, including Construction Chemicals,
Multipurpose Bonding and Waterproofing Agents, Wall Putty,
Tile Adhesive, Ready-Mix Dry Plaster, and Cover Blocks, under
the Nuvoco Zero M Brands. The business has a comprehensive
portfolio across - Waterproofing, Tile & Stone Fixing, Surface
Preparation, Repair & Ancillary Solutions.

The Tile & Stone Fixing Solutions, comprise a comprehensive
product lineup featuring Tile Adhesive, Tile Grout, and
Tile Cleaner. This complete suite caters to all tiling needs,

distinguished by exceptional efficiency, unwavering reliability,
and user-friendly application. Nuvoco''s Zero M product line sets
a remarkable benchmark in the industry, offering outstanding
bond strength, flexibility, and ease of use for all tile types and
natural stones, ensuring impeccable results in every project.

These innovative formulations stem from extensive
research and development efforts aimed at meeting the
evolving demands of the customers. The aim is to empower
professionals by establishing new standards in dependability,
durability, and ease of application for their tiling projects. The
Company proudly present the ONE STOP SHOP proposition
for all tile and stone fixing projects, reflecting the commitment
to exceeding industry standards and ensuring precise and
efficient applications.

With meticulous attention to design and a focus on performance,
the Company is confident that the Nuvoco Zero M franchise will
revolutionise the tiling and stone fixing experience, elevating
standards and instilling confidence in every endeavour.

The Company launched 3 (three) new products under MBM
category:

Nuvoco Zero M Roof Shield: Advanced Waterproof Coating
for Roofs

Nuvoco Zero M Roof Shield is a revolutionary single-component
waterproof coating designed to offer unparalleled protection for
roofs and walls, safeguarding them against water ingress.

It is a cutting-edge solution that offers dual benefits: superior
waterproofing and effective surface temperature reduction. The
flexible membrane of Nuvoco Zero M Roof Shield is designed to
bridge cracks, providing long-lasting resistance to leaks, aging,
and weathering. Additionally, the reflective coating reduces
surface temperature significantly during peak summer, making
it an ideal choice for maintaining cooler and more comfortable
living spaces.

Nuvoco Zero M Roof Shield is an ideal solution for application
on flat or sloped roofs, terraces, and parapet walls, providing
dependable and long-lasting protection. Its self-priming feature
removes the need for an external primer, making it a more cost-
effective solution. The product has received an overwhelming
response from the market as it reinforces the commitment to
innovation and excellence.

Nuvoco Zero M Tile Adhesive T5 - Redefining Durability and
Versatility in Tile Fixing

The Company has launched the unique Nuvoco Zero M Tile
Adhesive T5. This two-component epoxy-based polyurethane
("PU") adhesive is designed to offer unmatched performance for
fixing all types of tiles and stones on a variety of substrates in
both interior and exterior applications, setting new benchmarks
in the Building Material industry.

The Nuvoco Zero M Tile Adhesive T5 sets new standards in
versatility and durability for specialised installations. Its unique
formulation makes it possible to easily fix tiles and stones to a
variety of surfaces, including cement sheet, bison panels, wood,
gypsum board, PVC, and metal, as well as ceramic and vitrified
tiles, natural stone, glass mosaics, and porcelain.

A standout feature of this adhesive is its ability to withstand
adverse environmental conditions. It is resistant to chemicals,
high temperatures, impacts, and vibrations, ensuring longevity
and preventing bond failures. It''s flexible yet robust composition
accommodates minor movements in substrates without
cracking or delamination, making it a reliable solution for longÂ¬
term installations.

Nuvoco Zero M Tile Glitter

Nuvoco Zero M Tile Glitter is a premium additive specially crafted
to elevate the aesthetics of tile installations. When blended
with Nuvoco Zero M Epoxy Tile Grout, glitter creates radiant,
shimmering joints that infuse spaces with a touch of elegance
and luxury.

Whether it''s a modern kitchen, a luxe bathroom, or a stylish
commercial space, Tile Glitter transforms ordinary tile joints into
standout design elements.

It is available in three elegant shades gold, silver, and copper to
suit diverse interior palettes.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting
the financial position of the Company, subsequent to close of
FY 2024-25 till the date of this Board''s Report.

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

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

Ongoing Cement Cartelisation Case

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

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

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

FINANCE

Consolidated

The cash flows from operations were positive ''1,328.52 crores
in FY 2024-25 (FY 2023-24 ''1,592.54 crores). Spend on capex
was ''350.12 crores in FY 2024-25 (FY 2023-24 ''581.38 crores).
The borrowing of the Company as at March 31, 2025 stood
at ''3,822.64 crores (as at March 31, 2024 ''4,137.03 crores).
Cash and bank balances and current investments stood at
''176.66 crores (as at March 31,2024 ''97.83 crores). The Net Debt
to Equity stood at 0.42 times (as at March 31,2024 0.46 times).
Standalone

The cash flows from operations were positive ''1,099.52 crores
in FY 2024-25 (FY 2023-24 ''1,048.28 crores). Spend on capex
was ''262.22 crores in FY 2024-25 (FY 2023-24 ''416.28 crores).
The borrowing of the Company as at March 31, 2025 stood
at ''2,589.67 crores (as at March 31, 2024 ''2,915.13 crores).
Cash and bank balances and current investments stood at
''157.19 crores (as at March 31,2024 ''80.19 crores). The Net Debt
to Equity stood at 0.28 times (as at March 31,2024 0.32 times).

CREDIT RATING

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

However, CRISIL and Ind-Ra have placed rating on "Rating
Watch with Developing Implication" following the Company''s
announcement that it has emerged as the Successful Resolution
Applicant in relation to Corporate Insolvency Resolution Process
of Vadraj Cement Limited.

The Credit Rating Agencies ("CRAs") believe that the acquisition
will strengthen the Company''s business profile by increasing its
scale, diversification and will also enhance its market share in
the Western region. Both the CRAs would continue to monitor
the progress of the transaction and resolve the watch once key
details, such as funding structure, timelines, etc., are clarified
and following this, they would ascertain the impact on the
Company''s credit risk profile.

The Company has received the following credit ratings for
its long-term and short-term bank loan facilities, commercial
papers, and non-convertible debentures:

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

SHARE CAPITAL

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

As at March 31, 2025, the Authorised Share Capital of the
Company was ''88,01,11,00,000/- divided into 7,80,11,10,000
equity shares having face value of ''10/- each and 1,00,00,00,000
preference shares having face value of ''10/- each and the Issued,
Subscribed and Paid-up Share Capital of the Company was
''3,57,15,61,530/- divided into 35,71,56,153 equity shares having
face value of ''10/- each.

DEBENTURES

During the year under review, the Company had redeemed
Unsecured, Listed, Redeemable and Rated Non-Convertible
Debentures aggregating ''300 crores on July 05, 2024.

As on March 31, 2025, Secured, Listed, Redeemable and Rated
Non-Convertible Debentures aggregating ''350 crores and
Unsecured, Listed, Redeemable and Rated Non-Convertible
Debentures aggregating ''300 crores were outstanding.

All the NCDs aggregating ''650 crores are listed on the Wholesale
Debt Market segment of The National Stock Exchange of India
Limited.

CORPORATE GOVERNANCE REPORT

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

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

ACQUISITION OF VADRAJ CEMENT LIMITED

The Company participated in the Corporate Insolvency
Resolution Process ("CIRP") of Vadraj Cement Limited ("VCL").
Existing facilities of VCL includes a 3.5 MMTPA (~10,000 TPD)
clinker unit in Kutch, Gujarat, and a 6 MMTPA grinding unit in
Surat, Gujarat. Additionally, VCL owns high-quality limestone
reserves, ensuring a consistent and sustainable supply of raw
materials for future production. The captive jetty in Kutch further
enhances logistical efficiency.

The Committee of Creditors ("CoC") of VCL has approved the
Resolution Plan submitted by the Company and the Company
has received Letter of Intent from the Resolution Professional on
January 06, 2025. Subsequently, the Hon''ble National Company
Law Tribunal, Mumbai Bench ("NCLT"), vide its Order dated
April 01,2025, approved the Resolution Plan which was placed
on the website of NCLT on April 03, 2025. The acquisition of VCL
will be undertaken by the Company through the implementing
entity viz. Vanya Corporation Private Limited ("Vanya"), a wholly
owned subsidiary of the Company by paying the Resolution
amount of ''1,800 crores. Subsequently, Vanya will be merged
with VCL, as per the terms and conditions of the Resolution Plan.
Post the merger, VCL will become the wholly owned subsidiary
of the Company.

With this transaction, Nuvoco''s total cement production capacity
is set to increase to ~31 MMTPA, distributed as 19 MMTPA
in the East, 6 MMTPA in the North, and 6 MMTPA in the West,
consolidating its position as the fifth largest cement group in
India for long-term.

Furthermore, the acquisition is anticipated to foster substantial
synergies with Nuvoco''s existing manufacturing facilities
in Nimbol and Chittorgarh, Rajasthan, enabling enhanced
operational efficiency. This will drive logistics optimisation,
streamline operations, and improve competitiveness, providing
the Company with better market access and a strengthened
supply chain.

EVENTS SUBSEQUENT TO THE YEAR UNDER REVIEW

The Hon''ble NCLT, vide its Order dated April 01,2025, which was
placed on the website of NCLT on April 03, 2025, approved the
Resolution Plan submitted by the Company under the CIRP of
VCL, in accordance with the provisions of the Insolvency and
Bankruptcy Code, 2016. For further details, please refer the
above paragraph ''Acquisition of Vadraj Cement Limited''.

BOARD OF DIRECTORS
Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and
the Articles of Association of the Company, Mr. Kaushikbhai
Patel (DIN: 00145086), Non-Executive Director of the Company,
retires by rotation and being eligible, has offered himself for
re-appointment.

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

Declaration by Independent Directors

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

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

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

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

Board Committees

As on March 31, 2025, the Board has following Committees
according to their respective roles and defined scope:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility & Environmental, Social
and Governance Committee;

â¢ Stakeholders Relationship Committee; and

â¢ Risk Management Committee.

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

The details of composition of the Board and its Committees,
number of meetings held, attendance of Board and Committees
Members at such meetings, including Committees Terms of
Reference are provided in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Subsequent to the year under review, the Board at their
meeting held on May 01, 2025, renamed the "Corporate
Social Responsibility (CSR) Committee" to the "Corporate
Social Responsibility & Environmental, Social and Governance
(CSR & ESG) Committee" and also amended the Terms of
Reference of CSR Committee thereby reflecting a comprehensive
approach towards sustainability, governance, and responsible
business conduct, akin with Company''s long-term strategy for
stakeholders value creation. The revised Terms of Reference are
provided in the Corporate Governance Report, which forms part
of this Integrated Annual Report.

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

Number of Board Meetings

During the year under review, 6 (six) Board Meetings were
convened and held, the details of which are provided in
the Corporate Governance Report, which forms part of this
Integrated Annual Report. The maximum interval between any
two meetings did not exceed 120 days, as prescribed by the Act
and the Listing Regulations.

BOARD EVALUATION

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

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

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

Structured questionnaires were circulated to the Directors for
providing feedback on functioning of the Board, Committees
and the Chairman of the Board and the areas of improvement

for enhancing the effectiveness. Based on the inputs received,
action plans are drawn up in consultation with the Directors.

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

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

KEY MANAGERIAL PERSONNEL ("KMP")

As at March 31, 2025, in terms of the provisions of
Section 2(51) and Section 203 of the Act, following are the KMP
of the Company:

- Mr. Jayakumar Krishnaswamy, Managing Director;

- Mr. Maneesh Agrawal, Chief Financial Officer; and

- Ms. Shruta Sanghavi, Company Secretary.

Ms. Madhumita Basu, Sales and Business Development, Cement
(North) and Marketing superannuated on July 31,2024.

REMUNERATION POLICY

The Company has in place a Policy on the appointment and
remuneration for Directors and Senior Management Personnel,
including criteria for determining qualifications, independence
of a Director and other related matters, in accordance with
the provisions of Section 178 of the Act and the Rules framed
thereunder and Regulation 19 of the Listing Regulations.
The said Policy is available on the Company''s website at
www.nuvoco.com/Policies/Remuneration Policy for Directors,
Key Managerial Personnel and other Employees.

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

BOARD DIVERSITY

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

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

civil; (g) Pilferage of confidential/ propriety information;
(h) Deliberate violation of law/regulation; (i) Bribery or
corruption; (j) Harassment; (k) Retaliation; (l) Breach of IT
security and data privacy; (m) Social media misuse; (n) Wastage/
misappropriation of Company''s funds/ assets; (o) Taking
kickbacks/seeking bribes, forgery, misuse of the Company''s
resources, etc; (p) Breach of Company''s policies or failure to
implement or comply with any existing policies of the Company,
as notified from time to time, by or against the Directors and
employees, etc.

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

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

The Policy is available on the Company''s website at www.nuvoco.
com/Policies/Vigil-Mechanism-and-WhistleblowerPolicy.

RISK MANAGEMENT

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

financial controls over financial reporting by the Statutory
Auditors and the reviews performed by the Management and the
Audit Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective during
FY 2024-25 for ensuring the orderly and efficient conduct of
its business, including adherence to the Company''s policies,
the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy, optimal utilisation of resources
and completeness of accounting records, and timely preparation
of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

The Annual Report on CSR activities for FY 2024-25 is annexed
as Annexure 1 to this Board''s Report. For other details regarding
the CSR Committee, please refer to the Corporate Governance
Report, which forms part of this Integrated Annual Report.

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for
FY 2024-25 are prepared in compliance with the applicable
provisions of the Act and as stipulated under Regulation 33 of
the Listing Regulations as well as in accordance with the Indian
Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015, as amended. The Audited
Consolidated Financial Statements together with the Auditor''s
Report thereon, forms part of this Integrated Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Audited
Standalone and Consolidated Financial Statements of the
Company along with relevant documents and the Financial
Statements of NVL and Vanya are available on the Company''s
website at www.nuvoco.com/performance-highlights
Any member desirous of obtaining copies of the Financial
Statements of NVL and Vanya may write an e-mail to
[email protected] upto the date of the ensuing
AGM.

HOLDING, SUBSIDIARY AND JOINT VENTURE

As on March 31, 2025, Niyogi Enterprise Private Limited is the
Holding Company. The Company has 1 (one) unlisted material
wholly owned subsidiary, viz. NU Vista Limited, 1 (one) wholly
owned subsidiary viz. Vanya Corporation Private Limited (Vanya)
and 1 (one) Joint Venture, viz. Wardha Vaalley Coal Field Private
Limited.

Vanya was incorporated on November 25, 2024 as an unlisted
wholly owned subsidiary of the Company.

A statement containing the salient features of the Financial
Statements, including the performance and financial position of
the joint venture and its wholly owned subsidiaries as per the
provisions of the Act, is provided in the prescribed Form AOC-1,
which is annexed as Annexure 2 to this Board''s Report.

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

RELATED PARTY TRANSACTIONS

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

During FY 2024-25, the Company had not entered into any
contract / arrangement / transaction with related parties which
could be considered material in accordance with the Policy on
Materiality of Related Party Transactions and on dealing with
Related Party Transactions of the Company.

The Company''s major RPTs were generally with its unlisted
material wholly owned subsidiary, NVL.

There were no material significant RPTs which could have a
potential conflict with the interest of the Company at large.
Also, there were no RPTs under the scope of Section 188(1) of
the Act. Accordingly, the disclosure of RPTs as required under the
provisions of Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2024-25 and hence does not
form part of this Board''s Report.

Pursuant to Regulation 23 of the Listing Regulations, Policy on
materiality of the Related Party Transactions and on dealing
with Related Party Transactions, has been amended, effective
May 01,2025, to incorporate recent regulatory amendments.
The updated Policy can be accessed on the Company''s website
at - www.nuvoco.com//Policies/Policy on materiality of RPT.

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

The details of RPTs that were entered into during FY 2024-25
are given in the Notes forming part of the Standalone Financial
Statements, which forms part of this Integrated Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES, AND
INVESTMENTS

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

AUDITORS AND THEIR REPORT
Statutory Auditors

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

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

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

Cost Auditors

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

M/s. D. C. Dave & Co. Cost Accountants, Mumbai (Firm
Registration Number 000611) ("D. C. Dave & Co.") have conducted
the audit of cost records maintained by the Company for
FY 2024-25. The Board at its meeting held on May 01,2025, based
on the recommendation of the Audit Committee have appointed
D. C. Dave & Co. as the Cost Auditors of the Company for
FY 2025-26 under Section 148 and other applicable provisions
of the Act.

In accordance with the provisions of Section 148(3) of the
Act read with the Companies (Audit and Auditors) Rules,
2014 and Companies (Cost Records and Audit) Rules, 2014, a
Resolution seeking ratification of the remuneration payable to
D. C. Dave & Co., for FY 2025-26 has been incorporated in the
Notice of the ensuing AGM for approval by the Members.
Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the
Rules framed thereunder, the Board had appointed M/s. Parikh
& Associates, Practising Company Secretaries (Firm Registration
Number P1988MH009800) ("Parikh & Associates"), to conduct
Secretarial Audit of the Company for FY 2024-25. The Report of
the Secretarial Auditors in Form MR-3 for FY 2024-25 is annexed
as Annexure 3 to this Board''s Report.

Further, pursuant to Regulation 24A of the Listing Regulations,
the Secretarial Audit Report of NVL, an unlisted material wholly
owned subsidiary of the Company in terms of Regulation
16(1 )(c) of the Listing Regulations, submitted by Parikh &
Associates is also annexed as Annexure 3A to this Board''s Report.
In terms of Regulation 24A of the Listing Regulations, the
Company has obtained Secretarial Compliance Report for
FY 2024-25 from Parikh & Associates.

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

In accordance with the provisions of Section 204 of the Act
and Regulation 24A of the Listing Regulations and basis the
recommendation of the Audit Committee, the Board of Directors
have approved the appointment of Parikh & Associates, as
the Secretarial Auditors of the Company for a term of 5 (five)
consecutive years commencing from FY 2025-26 till FY 2029-30.
A Resolution seeking Members approval for the appointment of
Secretarial Auditors has been incorporated in the Notice of the
ensuing AGM.

Reporting of Fraud

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

Recognition & Awards

â¢ Honoured with around 19 (nineteen) national-level safety awards by DGMS, CII and NSCI.

Way Forward

Although the increase in LTIFR is being tackled with urgency, it simultaneously highlights the advancement of reporting practices and
the overall safety culture. The focus in the coming years includes:

â¢ Comprehensive reviews of all incidents for organisational learning;

â¢ Ongoing engagement with immediate families of employees and channel partners;

â¢ Scaling digital tools and real-time safety monitoring systems; and

â¢ Sustained leadership engagement through safety walks and dialogues.

The Company''s safety journey continues with a strong belief that safety is a shared responsibility and a key driver of excellence.
Supported by robust systems, dedicated leadership, and a unified safety-first mindset, the Company remains committed to achieving
the goal of a zero-harm workplace.

PARTICULARS OF EMPLOYEES

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

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

HEALTH AND SAFETY ("H&S")

At Nuvoco, safety, which has always been a non-negotiable
priority, is now embraced as an integral part of its core value
"CARE" and is an important aspect of Company''s operational
philosophy. The Company is firmly committed to ensure that
every employee returns home safely, every day. This belief drives
continuous efforts to embed safety across all levels through
strong leadership, sustained initiatives, and active participation
from every stakeholder.

Safety Performance Overview

â¢ LTIFR (Lost Time Injury Frequency Rate): While the LTIFR
increased from 0.28 to 0.61 in FY 2024-25, the Company
remains firmly committed to its ''ZERO HARM'' philosophy,
reflecting its ongoing dedication to health and safety. Safety
training aggregating over 2.13 lakh man-hours was delivered,
emphasising critical topics such as Behaviour-Based Safety
(BBS), Risk Assessment, Fire Safety, and Road Safety. Risk
mitigation efforts have been strengthened through data-
driven initiatives like safety heat maps and company-wide
awareness campaigns.

Strengthening Road Safety for Non-Manufacturing
Functions: In FY 2024-25, rise in road safety-related injuries
were recorded, particularly among employees in nonÂ¬
manufacturing functions such as sales, who spent significant
time travelling. To address this, focused road safety awareness
sessions were organised for the sales team. Moreover, the
scope of safety training was expanded to include their family
members and channel partners, fostering a wider culture of
safety both inside and outside the workplace.

â¢ Proactive Inspection and Monitoring: Intensified safety
inspections and compliance checks facilitated the early
detection and mitigation of potential hazards.

Common Safety Initiatives across the Organisation
I. Training and Capability Building: Over 2.13 lakh man-hours
of safety training were delivered across the Organisation,
covering:

â¢ Safety Induction, Working at Height, Road Safety/
Defensive Driving;

â¢ SOPs, Confined Space Entry, Fire Safety;

â¢ Behaviour-Based Safety (BBS), Safety Leadership
Development;

â¢ LOTOTO, Risk Assessment, Work Permit System;

â¢ Electrical Safety, Emergency Preparedness, Manual
Material Handling;

â¢ Belt Conveyor Safety, First Aid, Lifting and Rigging,
Mining Safety; and

â¢ Mobile Equipment Safety, Incident Reporting and
Investigation, Machine Guarding.

II. Data-Driven Risk Mitigation: A safety heat map developed
using five years of incident data, enabled the creation of
targeted action plans for effective risk reduction.

III. Awareness Campaigns: Organisation-wide initiatives were
carried out focusing on key safety themes and observances,
which are as given below:

â¢ Fire Safety Month (April 01 to April 30, 2024) and

National Fire Safety Week (April 14 to
April 20 , 2024): Conducted awareness programs for
employees, workmen, and families under the theme:
âtfffrgryT Prnfui 31â Fire

drills were organised, and firefighting equipments
were inspected for readiness across the Company.

â¢ Road Safety Month (January 01 to January 31,
2025): Initiatives under the theme âF5W

q^â included:

- Joint campaigns with local Police/RTO;

- Safety meetings with drivers at parking yards;

- Upkeep awareness programs involving vehicle
component manufacturers; and

- Road safety training at nearby schools.

â¢ HSE Month (February 15 to March 15, 2025):
Under the theme "IF YOU SEE SOMETHING, DO
SOMETHING," the focus was on recognising safe
behaviour, coaching at-risk observations, and
engaging with the community and stakeholders.

â¢ National Safety Week (March 04 to March 10,
2025): During this week, key safety messages were
reinforced across all locations.

IV. Leadership Involvement: The Company''s Leadership
Team submitted Safety Positive Assurance Reports (SPAR),
reinforcing a top-down commitment.

V. Graduate Engineer Trainee (GET) Induction: A structured
7-days safety orientation program was conducted for all
GETs.

VI. Safety Orientation Completion: 100% completion
of safety orientation programs was achieved across all
locations.

VII. Knowledge Resources: The "Koshish" Safety Handbook
was published as a practical guide for employees on the
shop floor.

Plant-Level and Business-Specific Initiatives
Cement Business:

â¢ Conducted cross-unit safety audits across 4 (four) plants-
Sonadih, Nimbol, Jojobera, Haryana Cement Plants to
promote standardisation and learning;

â¢ Rolled out the Medical Emergency Response Plan (MERP);

â¢ Launched the Safety Officer for Today (SOFT) program;

â¢ Implemented "Samman" BBS training for packing plant
employees;

â¢ Initiated task observations for proactive risk control; and

â¢ Conducted regular logistics gate meetings.

Non-Manufacturing Functions:

â¢ Conducted road safety awareness programs for school
vehicle drivers, families, and channel partners;

â¢ Introduced a Penalty Matrix for hired vehicles;

â¢ Piloted rider safety mobile applications; and

â¢ Carried out electrical safety audits at all offices.

HUMAN RESOURCES

Nuvoco recognises that its employees are the key levers of its
success and the driving force behind innovation and growth. The
Company''s approach to human capital management focuses on
nurturing a culture of excellence, inclusivity, and continuous
learning. It is committed to providing a safe, engaging, equitable,
and rewarding work environment while upholding the highest
standards of labour practices.

Health and Safety: Nuvoco considers health and safety a
core value and a top business priority, ensuring that everyone
working at its sites returns home safely each day. Guided by its
''Zero Harm'' philosophy, the Company enforces rigorous safety
protocols and provides on-site medical support through resident
doctors. Its holistic Wellness Programme addresses both physical
and mental well-being. In FY 2024-25, Nuvoco expanded medical
insurance for employees to their dependents, introduced annual
health assessments, and extended discounted healthcare
services to immediate family members. Mental wellness was also
prioritised through the HappiMynd programme, which covered
over 53% of employees and provided access to counselling and
digital self-care tools.

Employee Engagement: At Nuvoco, employee engagement
is an ongoing journey anchored in trust, open communication,
and shared purpose. In FY 2024-25, the Company strengthened

this commitment through targeted engagement efforts,
including pulse checks, feedback forums, and dipstick surveys,
enabling leadership to take data-driven, responsive actions.
The Company''s culture of recognition remained strong with
the Nuvoco Edge Awards celebrating exemplary contributions
aligned with its ORE values. Peer-to-peer initiatives like NuSmiles
and function-specific programmes such as Shabaash, Shershaah,
Saarthak, Vijeta, Cement Sartaj, Legends of Logistics, and Roaring
RMX reinforced appreciation across functions. Additionally, the
Sultan of Sales programme continued to reward and motivate
the frontline teams through performance-linked incentives.
Learning and Development: Nuvoco continued to prioritise
learning and leadership as key pillars of its Employee Value
Proposition. The Company''s structured Learning & Development
framework addressed capability needs at organisational,
functional, and individual levels, supported by Nuvoco University,
Functional Academies, and the Career Academy. Programmes
like LEAP S 2.0 and LEAP O 2.0 deepened functional expertise in
Sales and Manufacturing, while platforms like LinkedIn Learning
and NuvoDesk provided role-based, digital learning journeys.
Leadership development remained a strategic focus, with
partnerships with recognised institutions such as ISB, Harvard,
and UpGrad contributing significantly to internal capability-

building enabling us to fill nearly 50% of senior leadership
positions through internal talent.

Employee Lifecycle and Growth: The Company''s commitment
to identifying and developing talent remains strong. Under
the Company''s 4 (four) pillars of EVP- "Enabling You to be
Future Ready", the Career pillar focuses on internal mobility,
skill development, and seamless integration of new talent.
The Internal Job Posting (IJP) system provided employees
with opportunities to explore diverse roles and advance their
careers within the Organisation. Talent acquisition was further
strengthened by embedding friction competencies into the
hiring process. Apprenticeship programmes at RMX plants,
aligned with national schemes, helped bridge skill gaps and
support local employment. The rebranded NextGen campus
hiring programme welcomed fresh talent through a structured
induction program.

Industrial Relations: The industrial relations climate remained
stable and constructive, supported by active collaboration
with unions and employees in driving optimal production and
embedding a safety-first mindset. Plant HR teams played a
key role in fostering a cohesive work environment, promoting
mutual respect and camaraderie between white and blue-collar
employees.

These initiatives are dedicated to the welfare of the Company''s
employees, while upholding the unwavering commitment to
fostering inclusivity and fairness.

INFORMATION TECHNOLOGY

Nuvoco has progressed well in the Digital Transformation
journey this year. DEN (Digitally Enabled Nuvoco) project
has seen significant traction and around 90% of the project
deliverables have been successfully completed. In FY 2024-25,
various major projects were successfully launched. These are
Master Data Harmonisation across Nuvoco; Unification of two
independent SAP instances to have single SAP instance with
common processes, harmonised data and common interfaces;
Technical upgrade of SAP S/4HANA to the latest version 2023;
IBP for planning; Customer Portal; SAP SuccessFactors HRMS;
C4C CRM; and Pathlock SOD tool.

Throughout the year under review, the Company actively
advanced its digitalisation initiatives, aiming to deliver cutting-
edge solutions that enhance competitive advantage and position
the business as a leader in IT adoption within the industry.

The key highlights of the achievements are as under:

Technical upgrade: NVCL and NVL systems are being upgraded
from S/4HANA 2021 to S/4HANA 2023 in anticipation of 2025
end-of-life for the current version. This upgrade ensures system
stability and eliminates the need for further upgrades until 2030.
Leveraging the latest S/4HANA version enables the Company
to access the full suite of SAP features while enhancing system
security and performance.

HRMS Solution: SAP SuccessFactors (SF) includes several key
modules designed to streamline HR processes. These modules
include Employee Central, which provides core HR services.
The Performance and Goals Management module which
helps manage performance and goal setting, while Recruiting
Management module supports the recruitment process.
Succession and Development focuses on succession planning
and employee development, and Learning Management
handles employee learning programs. The Compensation
module manages compensation plans, and Variable Pay module
deals with variable pay components.

New Customer Portal: The Company has recently launched
new customer portal, designed to enhance user experience and

streamline access to services. This portal offers a modern, intuitive
interface that allows customers to easily navigate and manage
their accounts, access support resources, and stay updated
with the latest information. With features such as personalised
dashboards, real-time notifications, and comprehensive selfÂ¬
service options, customer portal aims to provide a seamless and
efficient experience for all users. The Company believes that this
new platform will significantly improve customer engagement
and satisfaction, making it easier than ever to connect with the
services.

SAP IBP: The SAP IBP planning solution has enabled more
accurate and integrated demand and supply planning across all
units of the Company. With a forecasting accuracy of 95%, the
business now aims to further optimise its planning cycle using
this data. In the next phase, the Company plans to integrate
Joule AI to drive faster and more precise predictions.

Pathlock SOD: This tool allows to manage the access to
employees in a controlled manner to remove issues of conflict of
responsibility and avoid chances of wrong entries being created
or approved in the SAP system.

Vendor Portal: Vendor portal on SAP ARIBA network is one of
the important projects, under the final stages. Currently the
Company is on boarding the vendors in the ARIBA network and
pushing the Open Purchase orders in the system. The Company
is committed to launch the portal in the first half of FY 2025-26.

With these DEN Initiatives the Company will reap the benefits of
this digitalisation.

IT Security: Enterprise information landscape is secured with
multilayer security and continuous monitoring mechanism while
keeping performance intact. The Company has implemented
Privilege Access Management tool which helps in ensuring that
privilege users are able to use the system only for the purpose for
which access is granted to them. The Information Security team
places a strong emphasis on safeguarding the Organisation''s
intellectual property and data, prioritising their protection. The
Company have already embarked on SD-WAN implementation.
SD-WAN (Software-Defined Wide Area Network) is a technology
that enhances the management and operation of a Wide Area
Network (WAN) by decoupling the networking hardware from its
control mechanism.

GEN-AI: The Company''s focus on AI and ML aims to create an
ecosystem for process automation across all the plants. The
pilot projects undertaken includes: preventive and predictive
maintenance of the mill gear assembly, motors and multiple
devices in the plant on which IOT sensors were installed allowing
to take action as soon as error is observed. In another initiative,
the Company has taken data from Open Platform Communication
(OPC) server and integrated with AI to help predict the kiln
performance and development of a dashboard optimising kiln
operations for maximum output. The Company has launched
this project in 3 (three) cement manufacturing facilities and are
getting early encouraging results. In addition, the Company has
embarked on SAP Joule implementation for SuccessFactors,
IBP and C4C CRM. This agentic AI will help in drafting real-time
answers to any user query as well be able to execute tasks on their
behalf. POC for SuccessFactors and Joule AI has been successful
and FY 2025-26 will see lot of development around this. The
Company is also working on a common analytics platform on
data lake which will have data from all system within Nuvoco and
provide a cutting-edge KPI based analytics for each user group.
Company will also integrate Gen-AI with this platform to provide
access to deep analytics on finger tips.

Through its ongoing digital initiatives, the Company has
demonstrated a strong commitment to becoming a digitally

empowered Organisation, already benefiting from the early
adoption of advanced IT systems. The Digitisation, Innovation
and Renewable Energy program (DIRE) initiative is exploring
innovative approaches to digital and AI adoption, paving the
way for a significant leap in IT transformation. Positioned on the
brink of a major shift, the Company is set to realise the full value
of this transformative journey.

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

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

ENVIRONMENT AND SUSTAINABILITY

At Nuvoco, sustainability is deeply embedded in its core values.
The Company remains committed to building a safer, smarter,
and sustainable world, driving continuously environmental
actions of Protect Our Planet program across the business.
Nuvoco has identified 4 (four) key pillars that shape its
sustainability agenda:

1. Decarbonisation

2. Water Management

3. Circular Economy

4. Biodiversity

Driving Sustainable Progress:

With a structured and targeted approach, Nuvoco has
implemented cross-functional projects to accelerate progress on
sustainability. An overview of the outcomes achieved is detailed
below:

1. Decarbonisation

Nuvoco has established ambitious, year-on-year targets
to reduce its carbon emissions intensity. Through strategic
improvement & investments in green and alternative
energy solutions - including the maximisation of Waste
Heat Recovery Systems (WHRS), the use of alternate fuels,
and the expansion of solar power - the Company has made
significant progress in minimising its carbon footprint.

Key achievements include:

â¢ Reduction of cementitious material emission intensity
from 457 kg CO₂ to 453.8 kg CO₂ per tonne.

â¢ Reduction of concrete emission intensity from
2.64 kg CO2 to 2.10 kg CO2 per cubic meter.

Sustainable Product Mix

Nuvoco continues to promote eco-friendly cement
solutions and drive continuous improvements in its
product portfolio. The Cement-to-Clinker ratio for
FY 2024-25 stood at 1.72, supporting sustainability efforts
by reducing the clinker content in final products.

2. Water Management

Demonstrating a strong commitment to water stewardship,
Nuvoco has adopted a range of initiatives to optimise water
usage and enhance conservation efforts, including:

â¢ Building on the success of last year''s internal water
audits, the Company has taken additional steps to
increase awareness across its operations by adopting
the Plan-Do-Check-Act ("PDCA") cycle.

â¢ Nuvoco has successfully increased its water recycling
efforts compared to the previous year, significantly
reducing total water withdrawal across both
operational and non-operational areas.

Key achievements:

â¢ Processed water intensity in cement and clinker
production reduced by ~11%, from 52 litres/tonne to
46 litres/tonne of cementitious material.

â¢ Recycle water consumption increase from 4.6 L/Cum
to 11.24 L/Cum in RMX operations.

â¢ Introduction of New Nu Aqua Zero Debris Recycling
plants at 9 (nine) RMX plants with plans for gradual
installation at other locations to further support
freshwater reduction efforts.

3. Circular Economy

Nuvoco is making significant strides towards resource
efficiency and waste reduction.

Nuvoco has successfully surpassed its Extended Producer
Responsibility ("EPR") obligations by processing substantial
quantities of Refuse-Derived Fuel ("RDF") and plastic waste.
The Company''s commitment to resource efficiency is
further demonstrated by the increased use of alternative
raw materials in its products.

Key highlights include:

â¢ Co-processing 69 KT RDF replacing natural fossil fuel.
The Chittor Cement Plant achieved a 55% increase in
AFR usage over last year after the installation of the
shredder.

â¢ Expanding the utilisation of alternative raw materials
across its RMX plants, from 16 (sixteen) to 27 (twenty-
seven) plants.

â¢ Cumulatively processing 101 KT of alternative raw
materials, including crushed rock fines, construction
and demolition waste, as a replacement for fine sand.

â¢ Co-processing of alternative fuels and raw materials
has been implemented across all integrated cement
plants and in grinding unit furnaces.

â¢ Reduce Mineral Gypsum by using FGD, chemical,
synthetic, marine gypsum.

These efforts reflect the Company''s commitment to a
circular economy by reducing dependency on natural
resources materials and minimising environmental impact.

4. Biodiversity

Nuvoco''s biodiversity initiatives focus on conservation and
ecological restoration. Plantation of over 1,35,000 trees in
and around its facilities, promoting the conservation of
native flora and fauna and enhancing green cover.

Recognition

Nuvoco''s sustainability leadership has been recognised through

multiple prestigious awards and accolades:

â¢ CII-ITC Sustainability Award for Risda Cement Plant,
recognising exemplary performance in integrating
sustainability into core business practices.

â¢ National Award for Excellence in Energy Management from
CII for Panagarh Cement Plant.

These achievements underscore Nuvoco''s unwavering
commitment to environmental stewardship and its role as a
responsible leader in the building materials industry.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment
at workplace and has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act"). As per the requirements of POSH Act
and Rules framed thereunder, the Company has formed Internal
Complaints Committee ("ICC") to redress and resolve any
complaint pertaining to sexual harassment at the workplace.
During the year under review, the ICC received no complaints
under POSH.

The Company has submitted its annual report on the cases of
sexual harassment at workplace pursuant to Section 21 of the
POSH Act and Rules framed thereunder.

30 (Thirty) Training/Awareness programmes were conducted
for educating and creating awareness about the sensitivity for
ensuring safe and secure workplace.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Act and Rules framed thereunder, the
Annual Return as on March 31,2025 is available on the Company''s
website at www.nuvoco.com/annual-reports .

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed and that there are no
material departures from the same;

b) the Directors have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at
March 31,2025 and of the profit for the financial year ended
March 31, 2025;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

d) the annual accounts have been prepared on a "going
concern" basis;

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

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

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

â¢ There was no revision in the Financial Statements;

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

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

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

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

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

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

APPRECIATIONS AND ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Hiren Patel

Place: Chittorgarh Chairman

Date: May 01,2025 (DIN: 00145149)

Mar 31, 2024

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

FINANCIAL HIGHLIGHTS

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

INTEGRATED ANNUAL REPORT

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

DIVIDEND

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

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

TRANSFER TO RESERVES

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

PERFORMANCE REVIEW Consolidated

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

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

Standalone

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

compared to ''917.29 crores earned in the previous year. The increase in EBITDA was mainly on account of the decrease in power and fuel cost and increase in sales volume. The total comprehensive income for the year was ''150.92 crores as compared to ''90.73 crores in the previous year.

The Company produced 13,229 KT of cement in FY 2023-24 as against 12,442 KT in the previous year. Clinker production was 7,306 KT as against 7,321 KT in previous year. Cement sales volume increased to 15,352 KT from 14,522 KT; an increase of 5.72% over the previous year.

BUSINESS OVERVIEW AND STATE OF THE COMPANY''S AFFAIRS

Nuvoco [including the Company and NU Vista Limited ("NVL")] is the fifth largest cement group in India in terms of capacity and a leading player in the East. The Company aspires to the Vision of "Building a Safer, Smarter and Sustainable World" and is guided by its Mission of being a Leading Building Materials Company Delivering Superior Performance.

Nuvoco operates a total of 11 (eleven) cement plants, including 4 (four) plants of NVL. These 11 (eleven) plants comprise 5 (five) integrated units and 6 (six) grinding units strategically located across West Bengal, Bihar, Odisha, Chhattisgarh, Jharkhand in East India, and Rajasthan & Haryana in North India. These plants boast a combined installed capacity of 25 MMTPA, ensuring efficient fulfillment of customer requirements. Notably, all integrated plants are equipped with modern Waste Heat Recovery Systems ("WHRS"), generating a total capacity of 44.7 MW. Furthermore, the Company prides itself on its Captive Power Plant ("CPP") capacity of 150 MW and a Solar Power Plant capacity of 5.3MWp from 1.5MWp.

In FY 2023-24, the Company achieved a Alternate Fuel Rate ("AFR") Mix of 13% as against 9% in FY 2022-23. The Company has also sustained one of the industry''s best Cement-to-Clinker ratio of 1.76.

The Company''s Ready-Mix Concrete ("RMX") business possesses pan-India presence with 58 (fifty eight) Plants and is a contributor to the landmark projects like the Mumbai-Ahmedabad Bullet Train, Birsa Munda Hockey Stadium (Rourkela), Aquatic Gallery Science City (Ahmedabad), Metro Railway (Delhi, Jaipur, Noida and Mumbai), and among many others.

The Company''s Modern Building Materials ("MBM") business is a key differentiator offering suite of products including Construction Chemicals, Multipurpose Bonding and Waterproofing Agents, Waterproof Coatings, Wall Putty, Tile Adhesive & Grouts, Ready Mix Dry Plaster and Cover blocks that are marketed and sold under Zero M brand.

The Company has a dedicated Construction Development and Innovation Centre ("CDIC") located in Mumbai that is National Accreditation Board for Testing and Calibration Laboratories ("NABL") accredited. It serves as the incubation centre for innovative products across the Cement, RMX and MBM businesses. CDIC can conduct more than 100 mechanical tests, covering a range of materials including cement, fiy ash, ground granulated blast furnace slag ("GGBS"), concrete, aggregates, bricks, blocks and construction chemicals. It also offers third-party external testing services, providing products and solutions that have passed the highest standards and are valid globally. The Company has a diversified product portfolio under it''s 3 (three) Businesses viz. Cement, Ready-Mix Concrete and Modern Building Materials offering a range of over 60 (sixty) products that can conveniently meet the needs of individual home builders and institutional infrastructure development.

Cement

The cement business accounts for ~90% of the Company''s total sales. The Company is the fifth largest cement group in India in terms of capacity and a leading player in the East with an increasing presence in North India.

Nuvoco''s cement product portfolio comprising Concreto, Duraguard, Double Bull, PSC, Nirmax and Infracem addresses the complete spectrum of customers with Ordinary Portland Cement ("OPC"), Portland Slag Cement ("PSC"), Portland Pozzolana Cement ("PPC") and Portland Composite Cement ("PCC") which are among the best in the industry based on BIS standards using premium quality raw material.

Concreto Uno is the premium product offering and a forerunner in East India. It is manufactured using advanced technology that protects the house from water ingress, dampness and efflorescence, resulting in higher durability, resistance and better surface finish protection from harmful waterborne environmental pollutants, thereby increasing the structure''s paint life and durability. The Company has also been granted a patent for its revolutionary product, the "Fibre Reinforced Cement Composition," branded in the market as "Duraguard Microfiber Cement", which is a next-generation PPC variant with microfibers that act as a micro reinforcing agent in cement. The Company''s Double Bull brand includes a range of premium products, along with variants for trade and institutional sales, that are manufactured in technologically advanced plants using high-grade clinker.

Duraguard Microfiber Cement

The Company secured Patent for Revolutionary "Fibre Reinforced Cement Composition" marketed under the brand name "Duraguard Microfiber Cement". The patent, effective from the date of application - April 04, 2018, cites exclusive rights for the next 20 years. The fibre-based cement significantly enhances the bonding process, improves crack resistance, reduces permeability, improves impact strength and durability, and delivers a smoother surface finish. A distinctive feature of Duraguard Microfiber Cement is the visible presence of fibres in the product, which act as micro-reinforcing agents, enabling the cement to withstand seepage, dampness, cracks, shrinkage, and thermal stresses over the years. Manufactured from high-quality clinker with 48-52% Tricalcium Silicate (C3S) and low Tricalcium Aluminate (C3A), the cement contains high-quality electrostatically precipitated dry fiy ash, meeting the highest quality standards. Duraguard Microfiber Cement finds applications in every stage of construction, from laying foundations to plastering and roof-casting, providing long-lasting protection against micro-cracks. As a result, structures benefit from increased service life and reduced maintenance costs.

Duraguard F2F - launched in Jharkhand

The Company launched its premium composite cement "Duraguard F2F" as part of its extensive Duraguard range of products in Jharkhand. This introduction signifies the Company''s ongoing commitment to delivering quality solutions tailored to the needs of its customers and partners. Duraguard F2F is designed to enhance workability, provide a superior finish, and reinforce construction from foundation to finish ("F2F"), in line with it''s tagline "Mazbooti Joh Tike, Finishing Jo Dikhe".

The Company''s CDIC played a pivotal role in the development of Duraguard F2F. Through continuous consumer engagement, research, and a deep understanding of the impact of external elements on building lifespan, CDIC ensures that the products are tailored to meet the specific requirements of the local customers and partners.

Marketing Initiatives

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

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

Seedhi Baat Hai, Duragurad Khaas Hai Campaign

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

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

Ready-Mix Concrete ("RMX")

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

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

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

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

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

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

Artiste Flooring Solution

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

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

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

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

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

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

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

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

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

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

Ongoing Cement Cartelisation Case

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

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

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

FINANCEConsolidated

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

Standalone

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

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

CREDIT RATING

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

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

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

SHARE CAPITAL

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

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

DEBENTURES

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

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

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

CORPORATE GOVERNANCE REPORT

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

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

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

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

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

BOARD OF DIRECTORS Retirement by Rotation

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

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

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

Appointment of Independent Director

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

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

Resignation of Independent Director

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

Declaration by Independent Directors

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

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

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

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

Board Committees

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

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility Committee;

â¢ Stakeholders Relationship Committee; and

â¢ Risk Management Committee.

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

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

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

Number of Board Meetings

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

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

BOARD EVALUATION

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

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

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

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

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

KEY MANAGERIAL PERSONNEL ("KMP")

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

- Mr. Jayakumar Krishnaswamy, Managing Director;

- Mr. Maneesh Agrawal, Chief Financial Officer;

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

- Ms. Shruta Sanghavi, Company Secretary. REMUNERATION POLICY

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

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

KMP-and-other-Employees.

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

BOARD DIVERSITY

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

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

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

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

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

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

RISK MANAGEMENT

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

Any Member desirous of obtaining copies of the Financial Statements of NVL may write an e-mail to [email protected] upto the date of the ensuing AGM.

HOLDING, SUBSIDIARY AND JOINT VENTURE

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

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

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

RELATED PARTY TRANSACTIONS

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

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

The Company''s major RPTs were generally with its unlisted material wholly owned subsidiary, NVL.

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

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

AUDITORS AND THEIR REPORT Statutory Auditors

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

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

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

Cost Auditors

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

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

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

Secretarial Auditors

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

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

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

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

Reporting of Fraud

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

PARTICULARS OF EMPLOYEES

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

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

HEALTH AND SAFETY ("H&S")

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

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

a. Training and Awareness;

b. Focus on Safety Performance Indicators;

c. Project Safety Measures; and

d. Safety Campaign

a. Training and Awareness

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

b. Focus on safety Performance Indicators

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

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

c. Project Safety Measures

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

d. Safety Campaign

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

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

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

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

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

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

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

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

Key achievement in FY 2023-24:

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

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

â¢ Fire & AFR guideline rollout;

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

â¢ Cross Function Safety audit conducted in RMX plants;

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

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

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

HUMAN RESOURCES

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

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

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

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

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

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

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

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

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

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

INFORMATION TECHNOLOGY

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

In FY 2023-24, four major Projects were kicked off under DEN II: (i) Master Data Harmonisation across Nuvoco; (ii) Unification of two independent SAP instances to have single SAP instance with common processes, harmonised data and common interfaces; (iii) Technical upgrade of SAP S/4HANA to the latest version 2023; and (iv) A major initiative of implementation of Customer and Vendor portals, aimed at providing stakeholders with relevant information anytime & anywhere, assuring a secure data access.

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

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

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

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

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

continuous monitoring mechanism while keeping performance intact.

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

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

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

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

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

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

ENVIRONMENT AND SUSTAINABILITY

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

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

1. Decarbonisation;

2. Water Management;

3. Circular Economy; and

4. Biodiversity

Progress Highlights:

Under the umbrella of POP program, Nuvoco has initiated several

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

targets, aimed at addressing the critical sustainability themes.

The overview of progress is as under:

1. Decarbonisation:

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

Sustainable Product Mix:

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

2. Water Management:

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

3. Circular Economy:

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

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

4. Biodiversity:

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

Recognition:

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

ANNUAL RETURN

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a "going concern" basis;

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

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

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

â¢ There was no revision in the Financial Statements;

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

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

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

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

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

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

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

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

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

APPRECIATIONS AND ACKNOWLEDGEMENTS

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

Mar 31, 2023

The Directors present their 24^th Annual Report (2^nd Integrated Annual Report) on the performance of the Company along with the Audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS C in crores)
Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Income
Revenue from operations	8,581.52	7,342.36	10,586.17	9,318.03
Other income	97.79	115.90	13.21	37.22
Total Income	8,679.31	7,458.26	10,599.38	9,355.25
Earnings before Interest, Tax, Depreciation & Amortisation	917.29	1,153.90	1,223.59	1,538.78
Total Expenses	8,811.54	7,357.07	10,838.82	9,304.35
Profit/(Loss) before exceptional item and tax	(132.23)	101.19	(239.44)	50.90
Exceptional item	238.22	-	405.80	-
Profit/(Loss) before tax	(370.45)	101.19	(645.24)	50.90
Tax expenses	(460.62)	46.03	(661.10)	18.82
Profit after tax	90.17	55.16	15.86	32.08
Other comprehensive income:
Items that will not be reclassified to Profit or Loss:
Re-measurements gains/(losses) of post-employment benefit obligation	0.82	(4.42)	2.17	(4.57)
Income tax related to above	(0.29)	1.55	(0.29)	1.55
Total(A)	0.53	(2.87)	1.88	(3.02)
Items that will be reclassified to Profit or Loss:
Net change in fair value of derivatives designated as cash flow hedges	0.05	(0.61)	0.05	(0.61)
Income tax related to above	(0.02)	0.21	(0.02)	0.21
Total(B)	0.03	(0.40)	0.03	(0.40)
Other comprehensive income for the year (A B)	0.56	(3.27)	1.91	(3.42)
Total comprehensive income for the year	90.73	51.89	17.77	28.66

INTEGRATED ANNUAL REPORT

In line with the Company''s commitment to maintain highest standard of Corporate Governance, the Company has progressed to publish on a voluntary basis, its 2^nd Integrated Annual Report for FY 2022-23 demonstrating its focus on Corporate Governance, compliances and transparent reporting practices.

DIVIDEND

The Company has not declared dividend for FY 2022-23. DIVIDEND DISTRIBUTION POLICY

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

TRANSFER TO RESERVES

The Board of Directors of the Company have decided to retain the entire amount of the total comprehensive income of ''90.73 crores for FY 2022-23 in the Retained Earnings.

PERFORMANCE REVIEW Consolidated

The revenue from operations for FY 2022-23 increased to ''10,586.17 crores from ''9,318.03 crores; an increase of 13.61% over the previous year. The increase in revenue was attributable to increase in sales volume by 5% and sale price by ~6%.

Cement of 18,782 KT was produced in FY 2022-23 as against 17,830 KT in the previous year. Clinker production decreased to 10,397 KT as against 10,597 KT in the previous year. Cement sales volume increased to 18,803 KT from 17,839 KT; an increase of 5% over the previous year.

The Earnings before Interest, Tax, Depreciation and Amortisation ("EBITDA") stood at ''1,223.59 crores; a decrease of 20.48% as compared to ''1,538.78 crores earned in the previous year. This decrease was mainly on account of high fuel cost (coal and pet coke) as compared to previous year. The total comprehensive income for the year was ''17.77 crores as compared to ''28.66 crores in the previous year.

Standalone

The revenue from operations for FY 2022-23 increased to ''8,581.52 crores from ''7,342.36 crores; an increase of 16.88% over the previous year. The increase in revenue was mainly on account of increase in sales volume by 6% and sale price by ~7%.

The Company produced 12,442 KT of cement in FY 2022-23 as against 12,112 KT in the previous year. Clinker production decreased to 7,321 KT as against 7,533 KT in previous year. Cement sales volume increased to 14,522 KT from 13,644 KT; an increase of 6% over the previous year.

EBITDA stood at ''917.29 crores; a decrease of 20.51% as compared to ''1,153.90 crores earned in the previous year. The decrease in EBITDA was mainly on account of the increase in power and fuel cost offset by increase in sales volume and sale price. The total comprehensive income for the year was ''90.73 crores as compared to ''51.89 crores in the previous year.

BUSINESS OVERVIEW AND STATE OF THE COMPANY''S AFFAIRS

Nuvoco [including the Company and NU Vista Limited ("NVL")] is the fifth-largest cement group in India in terms of capacity and among the leading cement players in the East India. The Company has grown from being solely a cement company to becoming a building materials company with a Vision to "Building a Safer, Smarter and Sustainable World". Nuvoco operates 11 (eleven) cement plants including 4 (four) cement plants of NVL comprising 5 (five) integrated units; 5 (five) grinding units and 1 (one) blending unit in the states of West Bengal, Bihar, Odisha, Chhattisgarh, and Jharkhand in East India; and Rajasthan and Haryana in North India with a combined installed capacity of 23.82 MMTPA - strategically located to efficiently fulfil the customer requirement. All integrated plants are equipped with modern Waste Heat Recovery Systems ("WHRS") with a total capacity of 44.7 MW. Further, the Company has a Captive Power Plant ("CPP") capacity of 150 MW and a Solar Power Plant capacity of 1.5 MWp.

In FY 2022-23, the Company achieved a Thermal Substitution Rate ("TSR") of 9% versus 4.5% in FY 2021-22. Additionally, the Company is investing in projects at Nimbol and Risda to further improve TSR. The Company has also sustained one of the industry''s best C/K ratio of 1.8.

The Company''s Ready-Mix Concrete ("RMX") business possesses pan-India presence with 51(fifty-one) Plants and is a contributor to the landmark projects like Mumbai-Ahmedabad Bullet Train; Birsa Munda Hockey Stadium, Rourkela; Aquatic Gallery Science City, Ahmedabad; and Metro Railway (Delhi, Jaipur, Noida and Mumbai) among many others.

The Company''s Modern Building Materials ("MBM") business is a key differentiator offering suite of products including Construction Chemicals, Multipurpose Bonding and Waterproofing Agents, Waterproof Coatings, Wall Putty, Tile Adhesives & Grouts, Ready Mix Dry Plaster and Cover Blocks that are marketed and sold under Zero M and InstaMix brands.

The Company has a dedicated Construction Development and Innovation Centre ("CDIC") located in Mumbai that is National Accreditation Board for Testing and Calibration Laboratories ("NABL") accredited. It serves as the incubation centre for innovative products across the Cement, RMX and MBM businesses. CDIC can conduct more than 100 mechanical tests, covering a range of materials including cement, fly ash, ground granulated blast furnace slag ("GGBS"), concrete, aggregates, bricks, blocks, and construction chemicals. It also offers third-party external testing services, providing products and solutions that have passed the highest standards and are valid globally. The Company has a diversified product portfolio under 3 (three) Businesses viz. Cement, Ready-Mix Concrete and Modern Building Materials offering a range of over 60 (sixty) products that can conveniently meet the needs of individual home builders and institutional infrastructure development.

Cement

Nuvoco''s cement portfolio includes Ordinary Portland Cement ("OPC"), Portland Slag Cement ("PSC"), Portland Pozzolana Cement ("PPC") and Portland Composite Cement ("PCC"), which are among the best in the industry based on BIS standards and premium raw material quality. Nuvoco has a wide portfolio of brands like Concreto, Duraguard, Double Bull, Premium Slag Cement ("P.S.C"), Nirmax and Infracem that provide a wide range of products.

The Company launched 2 (two) new products in the Cement business in the year under review, viz. Duraguard Xtra F2F and Concreto Uno:

Duraguard Xtra F2F - A premium composite cement developed under the Duraguard franchise is a cutting-edge product engineered for all construction needs from Foundation to Finish ("F2F"). It offers higher durability, a superior finish, and chloride resistance. It is packaged in a premium laminated propylene bag that keeps it dry and extends its shelf life. Currently, the product is available in the Bihar market.

Concreto Uno - It is the most premium cement variant with unique water-repelling properties and damp lock formula to address the ever-changing needs of the construction industry. Concreto Uno protects the construction from water ingress, dampness, and efflorescence; resulting in higher resistance and better protection from harmful waterborne environmental pollutants; thereby increasing a structure''s paint life and durability. It can be used for both exterior and interior plastering. Currently, the product is available in the Bihar market.

In FY 2022-23, Nuvoco took several initiatives to improve its reach and improve customer services including the launch of NuvoNirmaan (A Direct-to-Consumer App); the Dream Home Celebration program for Concreto; Ghar Banao Apna special series with Network 18 group to impart knowledge and assist in the Home Building Process; renewed marketing campaigns for key products; value-added service; Tech Express (Technical Mobile Vans) and addition of Aluminum Trucks in Logistics Fleet.

NuvoNirmaan - A direct-to-customer home assist application. This all-in-one digital platform covers a wide range of information and points of guidance throughout the stages of home building and construction. It guides consumers including Individual Home Builders ("IHBs") with engaging and informational videos on stages of construction, offers a variety of floor plans, cost calculator, information on the latest and most innovative products, dealer locator, etc. with minimum turnaround time and dependence.

Dream Home Celebration - Nuvoco''s Concreto cement is the best premium quality cement available in the market and is akin to the gold standard. Concreto Dream Home Celebration 2022 was a consumer engagement program designed to increase brand engagement. As a part of the Company''s strategy to further increase the share of mind and share of wallet in the premium segment, this initiative played a pivotal role in enabling deeper shop shares and higher brand trialists. The program was promoted through a 360-degree media campaign encompassing print, TV, radio, outdoor, digital, and BTL activities.

Ghar Banao Apna (an initiative with Network 18) - As one of the India''s leading building materials company, the Company partnered with Network 18 to create a series of episodes under the program "Ghar Banao Apna" that focused on educating the consumers on the various stages of construction and steps involved in building their dream homes with quality products and safe building practices. This platform offered an opportunity for viewers to interact with experts and gain a holistic understanding of everything involved in home construction and make an informed decision while building their dream home.

Tech Express - The Company launched 50 (fifty) Tech Express Technical Mobile Vans to improve its Customer Service. Tech Express is a value-added service offered to customers at various stages of construction at no additional cost. The vehicle is equipped with required testing facilities and equipment and is manned by Captain Nuvoco, a civil engineer who can advise on best practices for construction to its customers. This on-site service is available in North, East and Central India ensuring good construction practices.

Aluminium Body Trucks in Logistics Fleet - The Company introduced a fleet of aluminium trucks sourced from Hindalco Industries Limited to improve logistics efficiencies and strengthen a sustainable supply chain. Aluminium-body trucks are lighter and have a better load-bearing capacity, which boosts mileage by reducing fuel consumption, leading to decreased CO₂ emissions, and decreased vehicular emissions positively impacting the environment. Aluminium offers excellent resistance to corrosion and rust, resulting in longer vehicle lifespans. Moreover, metal can be recycled repeatedly, making automotive manufacturing highly sustainable and considerably reducing indirect carbon emissions.

Ready-Mix Concrete ("RMX")

The Company''s RMX products under Concreto (Performance concrete), Artiste (Decorative concrete), InstaMix (ready-to-use bagged concrete - the first-of-its-kind in the industry), X-Con (M20 to M60) and Ecodure (Special green concrete) brands enable the Company to develop a distinctive competitive edge. The products are suited for varied purposes and are trusted by large developers and small contractors, builders, architects, government agencies, as well as IHBs who are building their dream homes. The consistently high quality of concrete produced in automated batching plants under stringent quality checks, along with timely deliveries, makes it the leading RMX partner in India.

The Company launched 1 (one) new product "Concreto Glyde" in the year under review and received "Greenpro Ecolabel" for 6 (six) of its RMX Plants.

Concreto Glyde - A premium quality effective solution designed for interior and exterior flooring underlay. Its variants include smooth finish, lightweight, water and crack-resistant, and selflevelling, offering a solution not just to one but to multiple flooring underlay and roofing overlay issues, ensuring projects are completed as per schedule due to its early drying time.

Greenpro Ecolabel - The Company received the prestigious "Greenpro Ecolabel" from Indian Green Building Council (IGBC-CII) for its 6 (six) RMX Plants namely Patencheru and Miyapur (Hyderabad), Whitefield (Bengaluru), Sanathal (Gujarat), Noida (Uttar Pradesh) and Gurgaon (Haryana) for producing Ecodure - Green Concrete. This Ecodure range (Ecodure, Ecodure Prime and Ecodure Plus) of concrete in comparison to conventional OPC mixes reduces carbon emissions by upto 60%. As a result, leading architects and developers consider it the first choice for sustainable and circular construction.

Furthermore, the Company opened its first all-woman Ready-Mix Concrete plant in Pamohi village on the outskirts of Guwahati, Assam. This plant is operated by an all-female team of eight members trained to handle a wide range of job responsibilities effectively, including Sales, Customer relationships, Manufacturing concrete of the highest quality and Delivering concrete to the place of use of customers, and Managing the Company''s finances. As a result of this initiative, Nuvoco demonstrates its commitment to creating a diverse and strong workforce across all levels of the organisation.

Modern Building Materials ("MBM")

The Company''s MBM business is a key differentiator offering suite of products including Construction Chemicals, Multipurpose

Bonding and Waterproofing Agents, Waterproof Coatings, Wall Putty, Tile Adhesives & Grouts, Ready Mix Dry Plaster and Cover Blocks that are marketed and sold under Zero M and InstaMix brands.

In FY 2022-23, the MBM sales and distribution network expanded significantly, improving customer access to these quality products, and resulting in higher sales revenue.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY 2022-23 till the date of this Board''s Report.

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

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

Ongoing Cement Cartelisation Case

The pre-deposit of 10% of the penalty amount was accordingly made pursuant to the Orders of COMPAT. The COMPAT was replaced by the National Company Law Appellate Tribunal ("NCLAT") effective May 26, 2017, and NCLAT vide its judgment dated July 25, 2018, dismissed the Company''s appeal and upheld the CCI''s order. Against the above judgment of NCLAT, the Company appealed before the Hon''ble Supreme Court, and vide its order dated October 5, 2018, the Hon''ble Supreme Court admitted the appeal of the Company and directed continuation of the interim order as originally passed by the COMPAT.

The Company under the Share Purchase Agreement ("SPA") is indemnified by erstwhile promoter group for loss arising from claims/ demands in case penalty is upheld by Hon''ble Supreme Court. However, the erstwhile promoter has disputed their obligation towards indemnification of any amount including interest beyond the cap of ''490 crores. Hon''ble Delhi High Court vide its order dated December 6, 2021, preserved the liberty of the Company to invoke appropriate legal recourse in case such a need arises in future in the event of a dispute in relation to SPA to claim any consequential interest demand beyond the cap, subsequent to disposal of the pending appeal against CCI penalty demand before Hon''ble Supreme Court.

FINANCEConsolidated

The cash flows from operations were positive ''1,711.40 crores in FY 2022-23 (FY 2021-22 ''1,220.85 crores). Spend on capex was ''486.33 crores in FY 2022-23 (FY 2021-22 ''410.55 crores). The borrowing of the Company as at March 31, 2023 stood at

''4,617.70 crores (as at March 31, 2022 ''5,398.84 crores). Cash and bank balances and current investments stood at ''203.15 crores (as at March 31, 2022 ''334.62 crores). The Net Debt to Equity stood at 0.50 times (as at March 31,2022 0.57 times).

Standalone

The cash flows from operations were positive ''1,022.96 crores in FY 2022-23 (FY 2021-22 ''834.66 crores). Spend on capex was ''352.69 crores in FY 2022-23 (FY 2021-22 ''367.31 crores). The borrowing of the Company as at March 31, 2023 stood at ''3,199.54 crores (as at March 31, 2022 ''3,561.10 crores). Cash and bank balances and current investments stood at ''180.25 crores (as at March 31, 2022 ''278.20 crores). The Net Debt to Equity stood at 0.34 times (as at March 31,2022 0.37 times).

CREDIT RATING

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

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

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

SHARE CAPITAL

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

As at March 31, 2023, the Authorised Share Capital of the Company was ''88,01,11,00,000/- divided into 7,80,11,10,000 equity shares having face value of ''10/- each and 1,00,00,00,000 preference shares having face value of ''10/- each and the Issued, Subscribed and Paid-up Share Capital of the Company was ''3,57,15,61,530/- divided into 35,71,56,153 equity shares having face value of ''10/- each.

DEBENTURES

During the year under review, the Company has issued and allotted on a Private Placement basis 3,500, Listed, Secured, Redeemable and Rated Non-Convertible Debentures ("Secured NCDs") having face value of ''10,00,000/- each for cash at par aggregating ''350 crores. The proceeds of the same were utilised for redemption of Secured NCDs aggregating ''350 crores on August 30, 2022.

As on March 31, 2023, Secured NCDs aggregating ''850 crores and Unsecured, Listed, Redeemable and Rated Non-Convertible Debentures ("Unsecured Perpetual NCDs") aggregating ''600 crores were outstanding.

All the NCDs aggregating ''1,450 crores are listed on the Wholesale Debt Market segment of the National Stock Exchange of India Limited.

CORPORATE GOVERNANCE REPORT

During the year under review, the Company has been conferred with the globally acclaimed Golden Peacock Award for Excellence in Corporate Governance - 2022 by the Institute of Directors, Delhi. The achievement is a testament to Company''s growth in the building materials sector as well as its commitment to implementing best-in-class governance and management systems.

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

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

EVENTS SUBSEQUENT TO THE YEAR UNDER REVIEW

There were no events subsequent to the year under review. BOARD OF DIRECTORS Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Kaushikbhai Patel (DIN: 00145086), Non-Executive Director of the Company, retires by rotation and being eligible, has offered himself for re-appointment.

Re-appointment of Managing Director

Mr. Jayakumar Krishnaswamy (DIN: 02099219) was appointed as Managing Director of the Company for a term not exceeding 5 (five) years with effect from September 17, 2018 to September 16, 2023. The present term of Mr. Jayakumar Krishnaswamy is upto September 16, 2023.

The Board of Directors of the Company at their meeting held on May 9, 2023, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, have re-appointed Mr. Jayakumar Krishnaswamy as Managing Director of the Company for a further term of 5 (five) years commencing from September 17, 2023 till September 16, 2028.

The resolutions seeking Member''s approval for above re-appointment of Directors along with the disclosures required pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards-2 on General Meetings forms part of the Notice of the ensuing 24^th Annual General Meeting (the "AGM"). A statement containing additional information, as required under Clause IV of Section II of Part II of Schedule V of the Act is provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6)

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

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

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

Familiarisation Programme for Independent Directors

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

Board Committees

As on March 31, 2023, the Board has following Committees according to their respective roles and defined scope:

â¢ Audit Committee;

â¢ Nomination and Remuneration Committee;

â¢ Corporate Social Responsibility Committee;

â¢ Stakeholders Relationship Committee; and

â¢ Risk Management Committee.

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

The details of composition of the Board and its Committees, number of meetings held, attendance of Board and Committees Members at such meetings, including Committees terms of reference are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

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

Number of Board Meetings

During the year under review, 4 (four) Board Meetings were convened and held, the details of which are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

BOARD EVALUATION

The Company has devised a framework for performance evaluation of the Board, its Committees and individual Directors in compliance with the provisions of Sections 134 and 178 of

the Act, Regulation 17(10) of the Listing Regulations and the Nomination and Remuneration Policy of the Company.

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

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the corporate strategy etc.

The individual evaluation is based on criteria which inter alia includes, competency, knowledge of the industry, attendance and preparedness for the meetings, contribution at meetings and role in the Committees.

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

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

KEY MANAGERIAL PERSONNEL ("KMP")

As at March 31, 2023, in terms of the provisions of Section 2(51) and Section 203 of the Act, following are the KMP of the Company:

- Mr. Jayakumar Krishnaswamy, Managing Director;

- Mr. Maneesh Agrawal, Chief Financial Officer;

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

- Ms. Shruta Sanghavi, Company Secretary.

REMUNERATION POLICY

The Company has in place a Policy on the appointment and remuneration for Directors and Senior Management Personnel, including criteria for determining qualifications, independence of a Director and other related matters, in accordance with the provisions of Section 178 of the Act and the Rules framed thereunder and Regulation 19 of the Listing Regulations. The said Policy is available on the Company''s website at www.nuvoco.com/Policies/Remuneration-Policy-for-Directors-KMP-and-other-Employees.

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

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perspective,

knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender and will help the Company retain competitive advantage. The Policy on the Diversity of the Board of Directors adopted by the Board sets out its approach to diversity.

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

Further, the mechanism adopted by the Company encourages the Whistleblower to disclose the Reportable Matters to the Whistle Officer who in turn reports the matter to the Ethics and Compliance Committee for further action. The Policy sets out a detailed mechanism of investigation and also provides for adequate safeguards against retaliation and victimisation of the Whistleblower, who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee supervises the development and implementation of the Policy, including the work of the Ethics and Compliance Committee. Co-ordination of the investigation of any serious Protected Disclosures concerning the alleged violation of laws or regulations is the responsibility of the Audit Committee. During the year under review, the Company have received 16 (sixteen) complaints under the Policy, which were resolved expeditiously. There were no pending complaints at the end of the year.

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

The Policy is available on the Company''s website at www.nuvoco. com/Policies/Vigil-Mechanism-and-Whistleblower-Policy.

RISK MANAGEMENT

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The internal financial controls have been laid down and the management believes that the same are commensurate with the nature and size of its business. Based on the framework of internal financial controls; work performed by the internal, statutory and external consultants, including audit of internal financial controls over financial reporting by the Statutory Auditors; and the reviews performed by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23 for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy, optimal utilisation of resources and completeness of accounting records, and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE SOCIAL RESPONSIBILITY

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

The Annual Report on CSR activities for FY 2022-23 is annexed as Annexure 1 to this Board''s Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Integrated Annual Report. During the year under review, the CSR Policy was amended and the amended Policy is available on the Company''s website at www.nuvoco.com/Policies/CSR-Policy.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2022-23 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian

Accounting Standards) Rules, 2015, as amended. The Audited Consolidated Financial Statements together with the Auditor''s Report thereon, forms part of this Integrated Annual Report.

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

HOLDING, SUBSIDIARY AND JOINT VENTURE

As on March 31,2023, Niyogi Enterprise Private Limited was the holding company. The Company had 1 (one) unlisted material wholly owned subsidiary, viz. NU Vista Limited and 1 (one) joint venture, viz. Wardha Vaalley Coal Field Private Limited.

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

RELATED PARTY TRANSACTIONS

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

During FY 2022-23, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions of the Company.

The Company''s major RPTs were generally with its unlisted material wholly owned subsidiary, NVL.

There were no material significant RPTs which could have a potential conflict with the interest of the Company at large. Also, there were no RPTs under the scope of Section 188(1) of the Act. Accordingly, the disclosure of RPTs as required under the provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this Board''s Report.

During the year under review, the Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions was amended to align it with the amendments in the Listing Regulations and the amended Policy is available on the Company''s website at www.nuvoco.com/Policies/Policy-on-Materialitv-of-RPT-&-Dealing-with-RPTs.

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

The details of RPTs that were entered into during FY 2022-23 are given in the Notes forming part of the Standalone Financial Statements, which forms part of this Integrated Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

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

AUDITORS AND THEIR REPORT Statutory Auditors

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

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

Cost Auditors

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

M/s. D. C. Dave & Co., Cost Accountants, Mumbai (Firm Registration No. 000611) ("D. C. Dave & Co") have conducted the audit of cost records maintained by the Company for FY 2022-23. The Board of Directors of the Company at their meeting held on May 9, 2023, on the recommendation of the Audit Committee have appointed D. C. Dave & Co., as the Cost Auditors of the Company for FY 2023-24 under Section 148 and other applicable provisions of the Act.

In accordance with the provisions of Section 148(3) of the Act read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, a resolution seeking ratification of the remuneration payable to D. C. Dave & Co. for FY 2023-24 has been incorporated in the Notice of the ensuing AGM for approval by the Members.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules framed thereunder, the Board had appointed M/s. Parikh & Associates, Practising Company Secretaries (Firm Registration No. P1988MH009800) ("Parikh & Associates"), to conduct Secretarial Audit of the Company for FY 2022-23. The Report of the Secretarial Auditors in Form MR-3 for FY 2022-23 is annexed as Annexure 3 to this Board''s Report.

In terms of Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report for FY 2022-23 from Parikh & Associates.

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

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, Parikh & Associates, have been appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit for FY 2023-24.

Reporting of Fraud

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

PARTICULARS OF EMPLOYEES

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

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

HEALTH AND SAFETY

In FY 2022-23, Health and Safety ("H&S") performance were excelled compared to previous financial year. The Loss Time Injury Frequency Rate ("LTIFR") was under control.

In line with the guiding principle to work towards a goal of ZERO-HARM and conduct the business in compliance with local legal and regulatory requirements, the main emphasis in FY 2022-23 was to continue ensuring the wellbeing of all employees and create a safe work environment. The focus areas in FY 2022-23 were as under:

a. Certitude;

b. Theme-based monthly safety drives;

c. Develop knowledge/skills and adherence to "Nuvoco Way of Working";

d. Project safety measures;

e. Safety Awareness (HSE Month, National Safety Week, Fire Safety Week and Road Safety Month); and

f. Contractor Safety Management.

a. Certitude

One of the essential components of a safety management system is periodic safety audit, which helps in identifying inconsistencies within the system and resolving them. Based on the business need, it was proposed to use high Volatile Matter ("VM") fuels in the Plants of the Company. A cross-functional team audited the nuances of it, ensuring preparedness for the introduction of high VM coal. The objective was to ensure that the plants are well-prepared for seamless and secure operations by adhering to the observations made during the coal shop audit.

In addition to above, cross-functional safety audits were re-started across all cement manufacturing plants. These audits aimed to evaluate the level of implementation in relation to the various safety guidelines and requirements.

b. Theme-based monthly safety drives

The theme-based monthly safety programs were planned centrally and communicated across all manufacturing plants and offices to achieve excellence in H&S performance. The program included a theme-based safety inspection as well as safety training. Additionally, to ensure zero harm, inter-sectional safety inspections based on the themes were conducted at the unit level.

c. Develop knowledge/skills and adherence to "Nuvoco Way of Working"

To ensure that newly hired professionals quickly learn Nuvoco policies, rules, processes, and practices, all plants conducted mandatory safety orientation training to ensure smooth transition. The mandatory safety induction sessions for all new hires encompass technical and governance safety guidelines. Individuals can become more process-savvy and better prepared to implement Nuvoco''s systems and processes. In addition to safety orientation training program, safety refresher, safety training on specific topic like working at height, confined space entry, electrical safety, mobile equipment, lifting and rigging, road safety and defensive driving training were organised. In FY 2022-23, ~2.63 lakhs man hours were spent on completing safety training.

Management of high-risk activities Addressing high-risk activities through a structured approach is a key to achieve excellent safety performance. To manage the high-risk activities, Job Safety Analysis ("JSA") is prepared one day in advance and is validated by relevant approval authority.

Analysis of Safety Performance

Online reporting of leading and lagging indicators is done using the internally developed STARS (SHE Tracking Analysis and Reporting System). Safety indicators were thoroughly analysed and targeted actions were performed to address the areas that needed improvement. This has led to a reduction in procedural violations and unsafe conditions associated with working at heights and confined space entry.

d. Project Safety Measures

To enhance the focus on safe project execution amid multiple ongoing projects, a Safety Observation and Resolution Procedure ("SORP") was introduced as a supplement to the existing safety management systems. SORP ensures that any high-risk observations made are promptly addressed and resolved on the same day of their recording. Training was imparted to all employees deployed at various project sites. Subject matter expert in working at height, rigging, scaffolding and rescue were deployed at project site. Project Safety Team was set up to support the safe implementation of project at cement plants of the Company.

e. Safety Awareness drives (Celebration of HSE Month, National Safety Week, Fire Safety Week and Road Safety Month)

In February-March 2023, the Company celebrated HSE month and introduced a theme for the year, "Health and Safety Norms, Save You from Risky Storms"

mm^). The organisation carried out multiple H&S initiatives aimed at enhancing its safety practices. These included observing HSE month, National Safety Week, Fire Safety Week, and Road Safety Month, as per the guidelines of the relevant enforcing authority. These activities were conducted with the goal of promoting safety awareness across the organisation.

f. Contractor Safety Management ("CSM")

By implementing this process, the Company was able to ensure that all its contractors were aligned with a strong focus on HSE.

Key Achievements in FY 2022-23

1. Reduction in the total injury frequency by 12% and LTIFR by 47% over FY 2021-22;

2. Prestigious organisations like Confederation of Indian Industries (CII), OHSSAI Foundation, Directorate General of Mines Safety (DGMS), World Safety Organisation (WSO) and Indian Bureau of Mines (IBM) recognised H&S efforts of the Company;

3. Received many awards & accolades for outstanding contribution in HSE leadership and mentorship;

4. Leading Indicators reporting increased by 55% over FY 2021-22;

5. Strong Focus on H&S during annual shutdown of all the plants;

6. RMX plants were operated without occurrence of injury;

7. Coal shop audit across Integrated Units & coal consuming Grinding Units;

8. Implemented Design Safety Review ("DSR") /Pre-Start Safety Review ("PSSR") and Safety Observation and Resolution Procedure ("SORP") across all expansion cement projects.

HUMAN RESOURCES

Nuvoco, with its inorganic growth, has become the fifth-largest cement group in the country and a leading player in the East. To address the challenge of merging a diverse workforce and culture, various Talent Management interventions were implemented to promote a uniform culture and drive Nuvoco''s Way of Working.

These interventions have played a crucial role in talent development and succession planning. In FY 2022-23, a leadership competency framework was established to assess leadership potential and identify talent availability in each function. Leaders and managers are fully committed to driving Talent Development in the organisation. Collaborating with Human Resources Business Partners ("HRBPs"), dedicated Learning and Development ("L&D") partners design and implement customised learning solutions based on individual, functional, and organisational needs.

Health & Safety: Health and safety initiatives are rooted in the Company''s culture and diligently follow a ''ZERO - HARM'' approach. Regular check-ups and care, comprehensive medical insurance coverage, and annual health checks are provided to the employees to ensure their and family''s well-being. Further in addition to physical well-being, mental well-being was also a priority. The Company has partnered with renowned service providers offering a platform to raise awareness and provide support through an app allowing individuals to evaluate their mental state discreetly while maintaining the highest level of confidentiality.

Employee Engagement: The Rewards & Recognition ("R&R") Programs including the Nuvoco Edge Awards ("NEA") celebrate and acknowledge the remarkable accomplishments of the employees and promote high-performance culture. Nuvoco Employee Self-service Tool ("NEST") was launched to digitally orchestrate the HR journey and enhance the employee experience ensuring fairness and transparency in employee assessment, diversity & inclusion initiatives. In FY 2022-23, the Company replaced the Bell Curve with a more comprehensive process based on data collected from managers and natural relative ranking.

Learning and Development: The Company believes, the learning and development of employees are essential for the growth and success of the organisation. To cultivate talent and invest in their capabilities, the Company launched Nuvoco University - a digital platform that defines a comprehensive learning path through classroom, virtual, and eLearning experiences.

Employee Lifecycle & Growth: The Company provides employees with a robust foundation for career growth and advancement throughout their employment lifecycle through various interventions including Assessment and Development Centre, Inspiring Insights and Building Ourselves to Lead & Deliver ("BOLD").

These initiatives ensure the well-being of the employees, foster a culture of learning and development and provide opportunities for career growth and advancement while remaining committed to creating an inclusive and equitable environment.

INFORMATION TECHNOLOGY

The Company''s Information Technology (Information Management/IM) function leverages technology to solve the business concerns and inefficiencies. IM constantly evaluates the latest technology and tools to identify and deploy the most feasible tool to address the challenges.

During the year under review, the Company embarked on the Digital Transformation journey with the Accelerator program called DEN (Digitally Enabled Nuvoco). The program DEN kicked off with 4 (four) major projects to transform the SAP landscape to the latest version i.e. SAP S/4 HANA, driving sales through automation of sales processes in the field with SAP C4C, managing the complete supply chain with SAP IBP and enhancing workforce management/ experience with SAP SuccessFactors. The program DEN would establish the strategic application framework, which would help to realise the goal of providing right information to the right people at right time to take well informed business decision. The implementation and adoption of S/4HANA and SAP SuccessFactors is completed

while SAP C4C (CRM) and SAP IBP is under roll out in phased manner.

The enterprise infrastructure of the Company is shifted to Tier IV data centre hosting the enterprise application in the safe, secured and scalable environment to cater present and future business requirements. The enterprise infrastructure and applications are continuously monitored by skilled team to ensure the availability, accessibility and reliability.

The SAP ecosystem is powered by the core integrated functionalities across manufacturing, operations, logistics, sales and finance. The SAP C4C which is tightly integrated with S/4 HANA has enabled salesforce to manage their sales routine and enhanced to customer experience by providing 360-degree view of visits, leads, activity and order management. The SAP IBP framework for demand, supply and transport has given the visibility to all the stakeholders for swift and precise planning and delivery with the help of network optimisation, sales and operations planning to fulfil the customer order on time and in full pro-actively.

The employee lifecycle management is totally automated with SAP SuccessFactors and gives holistic views to an employee and human resource team. The SAP SuccessFactors is also equipped with strong learning and development tool to empower all the employees to work and learn at the workplace. The tool is available on all the mobile platform helping employee to manage their personal details from anywhere.

Continuing the digital transformation journey in FY 2023-24, to embrace the technology, the Company is consistently working to optimise and automate business processes to effectively use the resources. The second wave of Business Process Re-engineering ("BPR") study will be initiated to identify to refine and define the business processes in alignment with industry best practices, later the recommendations of the BPR would be implemented in SAP. The Company is also planning to implement different tools for its business partners to give complete visibility of their business by implementing dealer and vendor portals.

In today''s connected world cyber-attacks are rapidly growing and to protect intellectual property and data from the breaches, the Company is focussed on strengthening information security and governance practices on top priority by establishing the IM Centre of Excellence for information security in FY 2023-24. The Company is planning to deploy various security solutions to improve the security posture and prevent losses from the malicious actions by increasing end user awareness and technology solution which would minimise downtimes.

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

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

ENVIRONMENT, SOCIAL, GOVERNANCE AND SUSTAINABILITY

Nuvoco is committed to sustainability and is guided by one of its Core Values, Care and the Vision of Building a Safer, Smarter and Sustainable World. The Executive Committee of the Company drives the implementation of the sustainability agenda under the Protect Our Planet (POP) program. The POP program is reviewed every month by the Executive Committee members and thereafter by the Managing Director. Materiality Assessment for Sustainability was completed, and the following major themes were identified:

1. Decarbonisation;

a. Green & Alternate Energy

b. Alternate Fuel Usage

c. Sustainable Product Mix

2. Water Management;

3. Circular Economy;

4. Biodiversity; and

5. Other Initiatives

Initiatives and Progress

Nuvoco has built Cross Functional Teams to drive the projects defined under the program with clear timelines and targets. Few of the initiatives and projects under the program are detailed below:

1. Decarbonisation:

Nuvoco has set the target to reduce its carbon emissions by 2% YOY. During FY 2022-23, the Company''s net carbon emissions were 462 kg CO₂ per tonne of cementitious products down from 478 kg CO₂ per tonne in FY 2021-22.

The major levers controlling CO₂ emissions and some of the initiatives taken by Nuvoco are as follows:

a. Green & Alternate Energy:

Nuvoco has installed WHRS to recuperate heat from the clinkerisation process which supports upto 20% of the Nuvoco''s Energy requirements. Nuvoco is working on further enhancement of this capacity by optimising WHR power systems and installing solar power plants to reduce the grid power dependency.

b. Alternate Fuel Usage:

Nuvoco is striving to improve alternate fuel usage to replace conventional fossil fuel usage. Nuvoco has a healthy TSR and is improving its TSR YOY by increasing usage of Alternate Fuel and Raw Materials ("AFR"). The Company''s Chittor Cement Plant is internal benchmark for alternate fuel consumption with a TSR >24% and enhancing AFR feeding capacity by installing new feeding systems.

c. Sustainable Product Mix:

Nuvoco has a very healthy C/K ratio of 1.8 well above the industry average. Nuvoco has further plans to increase the share of Composite Cement and Slag Cement, which are high in cementitious addition in line with Policy of Continuous Improvement.

2. Water Management:

Nuvoco follows the 5R approach for water consumption to meet commitment of reducing water use by 5% each year. During FY 2022-23, specific fresh water consumption reduced by >10% from FY 2021-22. Nuvoco is reusing 100% of the treated wastewater generated from Captive Power Plants and WHRS and 100% sewage treated water usage for water sprinkling, gardening etc. Nuvoco is upgrading treatment systems and reducing evaporation losses while preserving water through rainwater harvesting pits at all its plants.

3. Circular Economy:

Nuvoco has taken steps to inculcate circularity by maximising AFR TSR%, utilising waste heats during clinkerisation process, maintaining C/K ratio to 1.8, and replacing crushed sand & aggregates with C&D recycled aggregates materials. Nuvoco has used more than

1.8 million tonnes of resources derived from waste in the period. During FY 2022-23, AFR TSR% increased to 9% from 4.5% in FY 2021-22.

4. Biodiversity:

Nuvoco''s manufacturing operations are within the permissible limits and have Wild Life Conservation Plans in place, meeting the set targets. Nuvoco has developed a standard to enhance the native tree plantation and have planted ~94,500 saplings in line with the Nuvoco''s standard operating procedures and in consultation with the forest departments.

5. Other Initiatives:

Nuvoco is a leader in Green Cement, offering products such as Concreto, Duraguard and Ecodure in cement and concrete business. Nuvoco is working with the National Council for Cement and Building Materials on Limestone Calcine Clay Cement (LC3) to further improve the C/K ratio. Light weight aluminium body trucks and other CNG & Electric powered vehicles have been launched to reduce emissions. Nuvoco''s CDIC is continuously striving to develop innovative processes to advance the sustainability agenda.

With these initiatives amongst many others, Nuvoco aims to become most Sustainable in the Cement and RMX business.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

During the year under review, the ICC received 4 (four) complaints, which were dealt in line with the POSH Policy and disposed off. The Company has submitted its Annual Report on the cases of sexual harassment at workplace pursuant to Section 21 of the POSH Act and Rules framed thereunder.

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

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Act and Rules framed thereunder, the Annual Return as on March 31, 2023 is available on the Company''s website at www.nuvoco.com/Annual-Return-FY2022-23.pdf.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed and that there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit for the financial year ended March 31,2023;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a "going concern" basis;

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

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

COMPLIANCE OF SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

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

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

â¢ There was no revision in the Financial Statements;

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

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

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

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

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

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

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors take this opportunity to express and convey their deep sense of gratitude for the committed services by all the employees of the Company.

The Directors would also like to express their sincere appreciation to the shareholders, government and regulatory authorities, banks, financial institutions, rating agencies, stock exchanges, depositories, auditors, legal counsels, consultants, debenture holders, debenture trustee, customers, vendors, business partners, suppliers, distributors, communities in the neighbourhood of the Company''s operations and other stakeholders for their continuous support to the Company and confidence reposed in the management.

For and on behalf of the Board of Directors

Hiren Patel Chairman (DIN: 00145149)

Place: Mumbai Date: May 9, 2023

Mar 31, 2022

The Directors present their Twenty Third Annual Report (First Integrated Annual Report) on the performance of the Company along with the Audited Financial Statements for the financial yearended March 31,2022.

FINANCIAL HIGHLIGHTS

Particulars	f? in crores) Standalone Consolidated
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Income
Revenue from operations	7,342.36	5,805.35	9,318.03	7,488.83
Other income	120.76	83.41	42.08	33.84
Total Income	7,463.12	5,888.76	9,360.11	7,522.67
Total expenses	7,361.93	5,789.27	9,309.21	7,486.17
Profit before tax	101.19	99.49	50.90	36.50
Taxexpenses	46.03	76.71	18.82	62.45
Profit/(Loss) for the year	55.16	22.78	32.08	(25.95)
Other comprehensive income
Items that will not be reclassified to Profit or Loss
Re-measurements gains/(losses) of post-employment benefit obligation	(4.42)	4.40	(4.57)	4.58
Incometax related to above	1.55	(1.54)	1.55	(1.65)
Total (A)	(2.87)	2.86	(3.02)	2.93
Items that will be reclassified to Profit or Loss
Net change in fair value of derivatives designated as cash flow hedges	(0.61)		(0.61)
Incometax related to above	0.21		0.21
Total (B)	(0.40)	-	(0.40)
Other comprehensive incomefor the year (AtB)	(3.27)	2.86	(3.42)	2.93
Total comprehensive incomefor the year	51.89	25.64	28.66	(23.02)

DIVIDEND

The Company has not declared any dividend for FY 202122. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is available on the Companyâs website at https://nuvoco.com/corporate-governance.

TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of the total comprehensive income of ?51.89 crores for FY 2021-22 in the Retained Earnings.

COVID-19 INITIATIVES

While the world is trying to put behind the devastation caused by the pandemic and return to normalcy, the fact remains that the sections of society are still suffering the hardships caused by the pandemic. Early in April 2021, a massive second wave of infections struck the country, which was much worse than the first. Hospital beds, oxygen cylinders, vaccines and other medical supplies were in short supply.

As a result, Nuvoco decided to lead the fight against Covid-19 and worked to ensure all stakeholders were protected. The Company provided medical equipment such as tabletop oximeters, automatic blood analysers and beds for patients in hospitals in Baloda Bazar and Janjgir Champa in Chhattisgarh, and Bhiwani in Haryana. In addition, Nuvoco partnered with several diagnostic labs and hospitals to enhance health services for those in need during this period.

The brutal second wave with the rapid spread of the Covid-19 virus also brought an immediate need for oxygen cylinders. Nuvoco ensured that all its Occupational Health Centers situated at cement plants were equipped with oxygen concentrators during this period. Nuvoco installed an oxygen plant often cum/hr at the Bilaigarh Community Health Centre in Baloda Bazar district and 80kv DG transformers to ensure the smooth functioning of the plant. Nuvoco donated 2 ventilator systems for the District Covid Hospital at Janjgir Champa near Arasmeta Cement Plant ("ACP"), 100 new jumbo oxygen cylinders at Sonadih and Risda (50 each) and 7 oxygen concentrators to hospitals at Jamshedpur and Chittorgarh and 2 in Panagarh.

Vaccinations are currently the worldâs best hope to combat the virus or keep it at bay for more extended periods. However, vaccination messaging and awareness programs were rare especially in rural and remote areas. With the support of local authorities in various locations, Nuvoco organized vaccination camps where more than 10,000 vaccines were administered in nearby villages. Nuvoco has also vaccinated 100% of its employees.

Further, in a bid to support frontline workers who have been the heroes during this pandemic and did not havethe provision for isolating themselves at home, Nuvoco ensured a supply of 500 PPE kits and 2,000 Covid home isolation medicine kits to the local hospitals in Jamshedpur. It also provided 23,000 N95 nose masks and 6,000 bottles of sanitizers to the villages and hospitals located near Jajpur, Risda and Panagarh Cement Plants. Food packets provided to the patients (economically weak) admitted in the nearby hospitals for 15 days and 50 oximeters to the panchayats by the Jajpur Cement Plant ("JJCP").

Throughout the pandemic, the Company made sure its employees and families were safe by regularly sanitizing

the premises (offices and plants), providing 24x7 medical assistance, consulting doctors, providing medication kits, and arranging emergency travel for workers for treatment (including airlifts), wherever necessary.

CORPORATE DEVELOPMENTS

Conversion of compulsorily and mandatory Convertible Debentures into equity shares

In FY 2020-21, the Company had issued and allotted 5,00,00,000 fully paid compulsorily and mandatory convertible debentures ("CCDs") having face value of ?100/-per CCD at par aggregating ?500 crores to Kotak Special Situations Fund ("Kotak Fund") on preferential basis.

The said CCDs were converted into 1,57,51,303 equity shares and allotted to Kotak Fund on July 24, 2021. This resulted increase in the issued, subscribed and paid-up share capital of the Company to ?3,30,84,03,640/- divided into 33,08,40,364 equity shares having face value of?10/- each.

Initial Public Offer (âIPO") and Listing of Equity Shares

During the year under review, the Company made its initial public offer of 8,77,19,297 equity shares in compliance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 having face value of ?10/- each for cash at a price of ?570/- per equity share (Including a share premium of ?560/- per equity share) aggregating ?5,000 crores comprising a Fresh Issue of 2,63,15,789 equity shares aggregating ?1,500 crores and an Offer for Sale of 6,14,03,508 equity shares by Niyogi Enterprise Private Limited, Promoter Selling Shareholder aggregating ?3,500 crores. The IPO constituted 24.56% of the post-offer paid up equity share capital of the Company. Niyogi Enterprise Private Limited and Dr. Karsanbhai K. Patel were classified as Promoters of the Company.

The IPO opened on August 9, 2021 and closed on August 11, 2021. The equity shares were allotted on August 17, 2021, at an offer price of ?570/- per equity share to the respective applicants under various categories. The equity shares ofthe Company were listed on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") with effect from August 23, 2021. The Articles of Association ofthe Company have also been aligned with the requirements of the Listing Regulations and the Stock Exchanges.

The net proceeds of ?1,350 crores out of the fresh issue were utilized for repayment/ prepayment/ redemption, in full or part of certain borrowings availed by the Company as set out in Objects of the offer mentioned in the prospectus and there was no deviation in utilization of the proceeds of the fresh issue. The balance ?150 crores were set out for general corporate propose (including all the issue expenses).

We are gratified and humbled by the faith shown in the

Company bythe market participants and our stakeholders.

PERFORMANCE REVIEW Consolidated

The revenue from operations for FY 2021-22 increased to ?9,318.03 crores from ?7,488.83 crores; an increase of 24% over the previous year. The increase in revenue was attributable to revenue from NU Vista Limited, an unlisted material wholly owned subsidiary ("NVL") beginning July 14, 2020 in FY 2020-21 as against for the full financial year in FY 2021-22, along with increased sales volume and price.

Cement of 17,830 KT was produced in FY 2021-22 as against 15,475 KT in the previous year. Clinker production increased to 10,597 KT as against 8,888 KT in the previous year. Cement sales volumes increased to 17,839 KT from 15,913 KT; an increase of 12% overthe previous year.

The Earnings before Interest, Depreciation, Tax and Amortization ("EBIDTA") stood at ?1,538.78 crores; an increase of 3% as compared to ?1,494.33 crores earned in the previous year. This increase was mainly on account of increase in sales volume and prices offset by input cost inflation. The total comprehensive Income for the year was ?28.66 crores as compared to the total comprehensive loss of ?23.02 crores in the previous year.

Standalone

The revenue from operations for FY 2021-22 increased to ?7,342.36 crores from ?5,805.35 crores; an increase of 26% over the previous year. The increase in revenue was mainly on account of increase in sales volume and increase in sales price.

The Company produced 12,112 KT of cement in FY 2021-22 as against 11,138 KT in the previous year. Clinker production increased to 7,533 KT as against 6,497 KT in previous year. Cement Sales volume increased to 13,644 KT from 11,871 KT; an increase of 15% over the previous year.

EBIDTA stood at ?1,153.90 crores; a decrease of 4% as compared to ?1,203.73 crores earned in the previous year. The decrease in EBITDA was mainly on account ofthe increase in fuel, slag and diesel prices offset by increase in sales volume and sales price. The total comprehensive income for the year was ?51.89 crores as compared to total comprehensive income of ?25.64 crores in the previous year.

BUSINESS OVERVIEW AND STATE OF THE COMPANYâS AFFAIRS

Nuvoco (including NVL) is the fifth-largest cement group in India and the leading cement player in East in terms of capacity. The Company has grown from being solely cement based to a building materials company with a vision to âBuild a Safer, Smarter and Sustainable World".

Nuvoco has 11 (eleven) Cement Plants including 4 (four) cement plants of NVL in the states of West Bengal,

Bihar, Odisha, Chhattisgarh and Jharkhand in East India; Rajasthan and Haryana in North India comprising 5 (five) integrated units; 5 (five) grinding units and 1 (one) blending unit with a combined installed capacity of 23.82 MMTPA. The integrated plants are equipped with Waste Heat Recovery ("WHR") systems with a total capacity of 44.7 MW, solar power plants with a total capacity of 1.5 MW and Captive Power Plants ("CPP") with a generation capacity of 150 MW.

The Company also has Ready-Mix Concrete ("RMX") business in India having 53 plants with PAN India presence. It is also a contributor to the landmark projects like Lodha World One, Amritsar Entry Gate, and the Metro railway (Delhi, Jaipur, Noida and Mumbai) among others.

One of the key differentiators of Nuvoco is its focus on innovation. Nuvoco has been consistently introducing new and distinguished products that fill-in the gaps in the marketplace and meet our customer requirements. The Company has a dedicated Construction Development and Innovation Centre ("CDIC") located in Mumbai. This National Accreditation Board for Testing and Calibration Laboratories ("NABL") -accredited facility serves as the incubation centre for innovative products across the Cement, Ready-Mix Concreteand Modern Building Materials businesses. CDIC can conduct more than 100 mechanical tests, covering a range of materials including cement, fly ash, ground granulated blastfurnace slag ("GGBS"), concrete, aggregates, bricks, blocks, and construction chemicals. It also offers third party external testing services, providing products and solutions that have passed the highest standards and is valid globally.

The Company operates robust and salient brands across: (i) Cement; (ii) Ready-Mix Concrete; and (iii) Modern Building Materials.

Cement

The cement portfolio includes different types of cement like Ordinary Portland Cement ("OPC"), Portland Slag Cement ("PSC"), Portland Pozzolana Cement ("PPC") and Portland Composite Cement ("PCC"). As part ofthe cement portfolio, Nuvoco has leading brands with multiple products under each brand including Concreto, Duraguard, Double Bull, Premium Slag Cement, Nirmax, Infracem and Procem.

Concreto and Duraguard are the market leaders in their respective regions and have a large and growing loyal base of users. Concreto is a Gold Standard in slag cement, and one ofthe best cement brands available in the Indian market. Its specifications comply with and exceed all BIS standards. Duraguard, a type of PPC, has a unique Void Reduction Technology that prevents seepage of water and chloride and increases the strength and density of concrete. Double Bull Cement is well known for its strength and durability in the markets that it operates in. For the year under review, the Double Bull brand was expanded in North and Western parts of India wherein the brand was introduced in the states of Madhya Pradesh, Haryana, Gujarat and Uttar Pradesh.

Ready-Mix Concrete (âRMX")

The Companyâs RMX products are trusted alike by large developers and small contractors, builders, architects, government agencies, as well as Individual Home Builders ("IHB") who are building their dream home. Consistency in the quality of concrete that is produced in automated batching plants; under stringent quality conditions, on-time delivery and a wide range of innovative Value-Added Products ("VAP") to help customers save their time and cost of construction are the reasons for the Company being the most preferred RMX partner in India. The Company offers specialised products including self-compacting concrete, decorative concrete, ready-to-use bagged concrete (the first-of-its-kind in the industry), crack-resistant concrete, concrete with steel fibers, lean concrete, standard concrete as well as concrete with varied characteristics for specialty usages that have enabled the Company to develop a distinctive competitive edge.

With an aim to sustainably nurture and grow an expanding portfolio of brands, the RMX business clubbed its various offerings in verticals that clearly enunciated the customer benefit. The resulting brands and their characteristic benefit are as follows - Concreto (Performance), InstaMix (Convenience), Artiste (Aesthetics), X-CON (Professional) and Ecodure (Sustainability).

The Company launched 4 (four) new products in RMX in the year under review, viz. Concreto Corrosafe, Concreto CWT, Concreto Endura and Ecodure.

Concreto Corrosafe is corrosion-resistant concrete that extends lifespan of structures by protecting it from water seepage and rusting. It is specially designed to increase the densityand durability ofthe concrete mix.

Concreto CWT Plus is a high-performance water-resistant concrete. It ensures the water tightness by reducing permeability and healing micro cracks ofthe concrete.

Concreto Endura is a specialised pile concrete designed to improve the packing density of concrete which results in lower porosity improving the chloride sulphate resistance of piles.

Ecodure is a revolutionary range of concrete that reduces carbon footprints at every stage of construction. The versatility of concrete makes it the most used material on Earth, second only to water. Each construction procedure releases C0₂ into the atmosphere. Sustainability is therefore an imperative for preserving our planet. Ecodure tackles this issue by drastically reducing carbon footprints at all stages of construction. Ecodure is a low carbon footprint concrete that is specifically developed for circular and sustainable construction. By incorporating more supplementary cementing materials and recycled aggregates, it can reduce C0₂ emissions by upto -60%.

Modern Building Materials (âMBM")

The MBM products are a key differentiator for Nuvoco.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to close of FY 2021-22 till the date of this Board''s Report.

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

During theyear under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which would impact going concern status of the Company and its future operations.

Ongoing Cement Cartelization Case

In August 2016, the Competition Commission of India ("CCI") passed an Order levying a penalty of ?490 crores on the Company in connection with a complaint filed by the Builders Association of India against leading cement companies (including the Company) for alleged violation of certain provisions of the Competition Act, 2002. The Company had filed an appeal against the Order before the Competition Appellate Tribunal ("COMPAT"). The COMPAT had passed an interim order directing the Company to pre-deposit 10% of the penalty amount and granted stay on the remaining 90% of the penalty amount subject to the condition that in case appeal is finally decided against the Company, then Company shall be liable to pay interest of 12% p.a. on the said 90% penalty amount stayed pursuant to the interim order. The pre-deposit of 10% of the penalty amount was accordingly made pursuant to the Orders of COMPAT. COMPAT was replaced by the National Company Law Appellate Tribunal ("NCLAT") effective May 26, 2017, and NCLAT vide its judgment dated July 25, 2018, dismissed the Companyâs appeal and upheld the CCIâs order. Against the above judgment of NCLAT, the Company appealed before the Honâble Supreme Court, and vide its order dated October 5, 2018, the Honâble Supreme Court admitted the appeal of the Company and directed continuation of the interim order as originally passed by the COMPAT.

The Company under the Share Purchase Agreement ("SPA") is indemnified by erstwhile promoter group for loss arising from claims/demandsincase penalty is upheld by HonâbleSupreme Court. However, the erstwhile promoter has disputed their obligation towards indemnification of any amount including interest beyond the cap of ?490 crores. Honâble Delhi High Court vide its order dated December 6, 2021, preserved the liberty of the Company to invoke appropriate legal recourse in case such a need arises in future in the event of a dispute in relation to SPA to claim any consequential interest demand beyond the cap, subsequent to disposal of the pending appeal against CCI penalty demand before Honâble Supreme Court.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016ALONGWITH THEIR STATUS AS AT THE END OF THEFY 2021-22

India Ratings and Research	IND AA/Positive	Working Capital Limits (Fund Based)
	IND AA/ Positive	Non-Convertible Debentures
	IND AA-/ Positive	Non-Convertible Debentures (Perpetual)
	INDA1	Working Capital Limits (Non Fund Based)
	INDA1	Commercial Paper

The suite of products under this category includes a range of Construction Chemicals, Multipurpose Bonding and Waterproofing Agents, Wall Putty, Tile Adhesive, Ready Mix Dry Plaster and Cover Blocks marketed and sold under Zero M and InstaMix brands.

The Company unveiled 9 (nine) innovative products under this business division in FY 2021-22:8 (eight) under the Zero M Tile Application product range and 1 (one) under the Zero M WaterShield brand to complement the existing waterproofing range.

Zero M Speedex Tile Adhesive Range expanded with new additions of T3 and T4 in grey and T1, T2, T3 and T4 in white tile adhesive range which are higher grade and premium variants. These have specific use products which are used in laying larger size tiles and stones where stronger bond is required. These products are complementing the tile application range.

Zero M Epoxy Tile Grout is a two-component epoxy based tile grout, consisting of epoxy resin, hardener, pigments, fillers and special additives. It requires onsite mixing and provides high-strength and waterproof joint filler for filling the tile joints so as to create strong and long-lasting tile joints. This makes it apt for use in wet areas like bathroom, kitchen, swimming pool, etc. Zero M Epoxy tile grout is also ideal for filling joints use on larger joints which are the current trend in home decor. It delivers key benefits of bacterial and fungal resistant along with stain resistance. It is available in 32 popular shades and is available in 5 kg packs.

Zero M Speedex Tile Grout is ready-to-use un-sanded tile grout, consisting of cement, polymers, fillers and special additives. It requires onsite addition of water and provides high-quality joint filler for filling the tile joints so as to create strong and long-lasting tile joints. It is available in White and Ivory shades. This is available in 1 kg packs.

Zero M WaterShield 2K is a two-component acrylic cementitious coating formulated to be mixed on-site and applied over the concrete and masonry surfaces by brush, to provide an elastomeric waterproof membrane. The coating provides a hard finish, seamless surface and a barrier to protect from water ingress and moisture. It is also certified by Central Food Technological Research Institute ("CFTRI") for use in inner walls of water tanks where potable water is stored. This is available in 3 kg and 15 kg packs.

The MBM sales and distribution network expanded significantly during the FY 2021-22, which improved customer access to these quality products and likely to result in higher sales revenue.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company continued to provide various products under Cement, RMX and MBM to its customers and hence, there was no material change in the nature of business or operations of the Company, which impacted the financial position during the year under review.

During the year under review, an application under Section 9 of the Insolvency and Bankruptcy Code 2016 filed before the NCLT, Mumbai (Tribunal) by operational creditor against the Company was dismissed as withdrawn before the application came up for listing before the Tribunal.

FINANCEConsolidated

The cash flows from operations were positive ?1,220.85 crores in FY 2021-22 (FY 2020-21 ?1,717.34 crores). Spend on capex was ?410.55 crores in FY 2021-22 (FY 2020-21 ?55T66 crores). The borrowing of the Company as at March 31, 2022 stood at ?5,398.84 crores (as at March 31, 2021 ?7,642.01 crores). Cash and bank balances and current investments stood at ?334.62 crores (as at March 31, 2021 ?911.92 crores). The Net Debt to Equity stood at 0.57 times (asatMarch 31,2021 0.92times).

Standalone

The cash flows from operations were positive ?834.66 crores in FY 2021-22 (FY 2020-21 ?1,386.23 crores). Spend on capex was ?367.31 crores in FY 2021-22 (FY 2020-21 ?520.33 crores). The borrowing of the Company as at March 31, 2022 stood at ?3,561.10 crores (as at March 31, 2021 ?5,545.97 crores). Cash and bank balances and current investments stood at ?278.20 crores (as at March 31, 2021 ?752.82 crores). The Net Debt to Equity stood at 0.37 times (asatMarch 31,2021 0.65times).

CREDIT RATING

CRISIL Ratings has revised its rating outlook on the long-term bank facilities and debt instrument of the Company to âStableâ from âNegativeâ on August 31,2021 while reaffirming the CRISIL AA/CRISILAA-â rating and has reaffirmed its ''CRISIL A1 '' rating on the short-term bank facilities and commercial paper.

The rating factors improvement in the financial risk profile of the Company on account of deleveraging from the proceeds received from the IPO ofthe Company.

India Ratings and Research ("Ind-Ra") has revised the Companyâs outlook to Positive from Stable while affirming its Long-Term Issuer Rating at âIND AAâ on November 18,2021.

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

Rating Agency	Rating	Instrurnent/Facility
CRISIL	CRISIL AA/Stable	Rupee Term Loan
	CRISIL AA/ Stable	Non-Convertible Debentures
	CRISIL AA-/ Stable	Non-Convertible Debentures (Perpetual)
	CRISIL A1	Working Capital Limits (Non Fund Based)
	CRISIL A1	Commercial Paper
	CRISIL AA/Stable	Working Capital Limits (Fund Based)

SHARE CAPITAL

Authorised and Paid Up Share Capital

During the year under review, there was no change in the Authorised Share Capital of the Company. As at March 31, 2022, the Authorised Share Capital of the Company was ?88,01,n,00,000 divided into 7,80,11,10,000 equity shares having face value of ?10/- each and 1,00,00,00,000 preference shares having face value of ?10/- each.

During the year under review, the Company has issued and allotted 1,57,51,303 fully paid up equity shares consequent to conversion of CCDs into equity shares and 2,63,15,789 fully paid up equity shares pursuant to fresh issue under IPO. This resulted in increase in the issued, subscribed and paid-up share capital of the Company from 31,50,89,061 equity shares to 35,71,56,153 equity shares having face value of ?10/- each aggregating ^3,57,15,61,530/-.

Listed, Secured, Redeemable and Rated Non-Convertible Debentures ("NCDs")

During the year under review, the Company has redeemed following NCDs:

Redemption date	Amount
April 1 6, 2021	?450 crores (?248 crores and ?202 crores)
September 15,2021	?215crores
March 25,2022	?185 crores
March 31,2022	?400 crores

As on March 31, 2022, NCDs aggregating ?1,450 crores were outstanding. All the NCDs ofthe Company are listed on the Wholesale Debt Market Segment of NSE.

CORPORATE GOVERNANCE REPORT

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

As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from M/s. Parikh & Associates, Company Secretaries, Secretarial Auditors of the Company on its compliance under the Listing Regulations, forms part of this Boardâs Report.

EVENTS SUBSEQUENT TO THE YEAR UNDER REVIEW

There were no events subsequent to the year under review.

BOARD OF DIRECTORS

The Board at its meeting held on April 7, 2021 has laid down Code of Conduct for the Companyâs Board of Directors and the Senior Management as per Regulation 17(5) of the Listing Regulations, which is available on Companyâs website at https://nuvoco.com/corporate-governance.

Resignation of Director

Mr. Suketu Shah (DIN: 07211283), Non-Executive Director, had stepped down from the Board of the Company w.e.f. April 7, 2021. The Board placed on record its sincere appreciation for the valuable contribution and services rendered by Mr. Suketu Shah during his tenure as the Non-Executive Directorofthe Company.

Appointment and Re-appointment of Independent Directors

The Board and the Members of the Company at their respective meetings held on April 7, 2021, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), appointed Mr. Achal Bakeri (DIN: 00397573) as an Independent Director of the Company w.e.f. April 7, 2021 for a period of 3 (three) years pursuant to Section 149 of the Companies Act, 2013 (the "Act") read with Companies (Appointment and Qualification of Directors) Rules, 2014and the Listing Regulations.

Mr. Berjis Desai and Mrs. Bhavna Doshi were appointed as Independent Directors of the Company for a period of 5 (Eve) consecutive years w.e.f. January 3, 2017 pursuant to Section 149 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014, by the Members of the Company at the 18^1h Annual General Meeting ("AGM") held on September 12,2017.

During the year under review, based on the recommendation of the NRC and the Board and after taking into account the performance evaluation ofthese Independent Directors, during their Erst term of 5 (Eve) consecutive years and considering the knowledge, acumen, expertise and experience in their respective Eelds and the substantial contribution made by these Independent Directors during their tenure in Erst term, the Members of the Company by passing Special Resolutions through Postal Ballot on December 16, 2021, approved the re-appointment of Mr. Berjis Desai and Mrs. Bhavna Doshi as Independent Directors of the Company, not liable to retire by rotation, for a second term of 5 (Eve) consecutive years commencing from January 3,2022 upto January 2,2027.

Declaration by Independent Directors

The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companyâs Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors ofthe Company.

The Board of Directors are ofthe opinion that the Independent Directors of the Company possess requisite qualification, knowledge, acumen, expertise and experience (including the proficiency) in their respective fields and that they hold high standards of integrity. All Independent Directors of the Company have registered their names in the data bank maintained with the Indian Institute of Corporate Affairs in terms ofthe provisions ofthe Companies (Appointment and Qualification ofDirectors) Rules, 2014.

Familiarization Programme for Independent Directors

Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms part of this Integrated Annual Report. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on the Companyâs website at https://nuvoco.com/corporate-governance.

Director Retire by Rotation

In accordance with Section 152 ofthe Act and the Articles of Association ofthe Company, Mr. Hiren Patel (DIN: 00145149), Non-Executive Chairman ofthe Company, retires by rotation and being eligible, has offered himself for re-appointment. A resolution seeking Members approval for his re-appointment along with other required details forms part of the Notice of theensuing 23^rd AGM.

Board Committees

The Board had constituted the Stakeholders Relationship Committee and Risk Management Committee on April 7,2021 and July 17, 2021 respectively. Further, the Audit Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee were reconstituted during the year under review. The Composition of the Committees of the Board has been provided in the Corporate Governance Report which forms part of this Integrated Annual Report.

Further, the Board had approved various policies and framed/re-stated the terms of reference/charter of the committees of the Board to comply with the provisions ofthe Listing Regulations.

Number of Meetings of the Board of Directors

During the year under review, 10 (ten) Board Meetings were convened and held, the details of which are provided in the Corporate Governance Report which forms part of this Integrated Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

Committee Position

The details of the composition of the Committees, meetings held, attendance of Committee members at such meetings, and other relevant details are provided in the Corporate

Governance Report which forms part of this Integrated Annual Report.

Recommendation ofAudit Committee

During the year under review, there were no instances of nonacceptance of any recommendation of the Audit Committee ofthe Company bythe Board of Directors.

BOARD EVALUATION

The Company has devised a framework for performance evaluation of the Board, its Committees and individual Directors in compliance with Sections 134 and 178 ofthe Act, Regulation 17(10) of the Listing Regulations and the Nomination and Remuneration Policy ofthe Company. The Board carried out evaluation of its own performance and that of its Committees and individual Directors. The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance ofthe Chairman ofthe Board was also reviewed, taking into account the views ofthe Executive, Non-Executive and Independent Directors.

The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the corporate strategy, etc.

Structured questionnaires were circulated to the Directors for providing feedback on functioning ofthe Board, Committees and the Chairman ofthe Board and the areas of improvement for enhancing the effectiveness. Based on the inputs received, action plans are drawn up in consultation with the Directors. In a separate meeting, the Independent Directors evaluated the performance of Non-Independent Directors and performance ofthe Board as a whole including the Chairman of the Board taking into account the views of Executive Director and Non-Executive Directors and assessed the quality, quantity and timelines of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors were satisfied with the overall functioning of the Board and its various committees, which displayed a high level of commitment and engagement.

DIRECTORS/ KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Madhumita Basu, Chief Strategy & Marketing Officer was designated as Key Managerial Personnel ("KMP") ofthe Company under Section 2(51)ofthe Act with effect from November 10,2021.

As at March 31,2022, following are the KMPs ofthe Company: - Mr. Jayakumar Krishnaswamy, Managing Director;

- Mr. Maneesh Agrawal, Chief Financial Officer;

- Ms. Madhumita Basu, Chief Strategy^ Marketing Officer; and

- Ms. Shruta Sanghavi, Company Secretary. REMUNERATION POLICY

The NRC has framed a Policy on the appointment and remuneration for Directors and Senior Management Personnel, including criteria for determining qualifications, independence of a Director and other related matters, in accordance with Section 178 of the Act and the Rules and Regulation 19 ofthe Listing Regulations framed thereunder which is available on the Companyâs website at https:// nuvoco.com/corporate-governance.

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

BOARD DIVERSITY

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

WHISTLEBLOWER POLICY AND VIGIL MECHANISM

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

Further, the mechanism adopted by the Company encourages the Whistleblower to disclose the Reportable Matters to the Whistle Officer who in turn reports the matter to the Ethics and Compliance Committee for further action. The Policy sets out a detailed mechanism of investigation and also provides for adequate safeguards against retaliation and victimization of the Whistleblower, who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee supervises the development and implementation of the Policy, including the work of the Ethics and Compliance Committee. Co-ordination of the investigation of any serious Protected Disclosures concerning the alleged violation of laws or regulations is the responsibility of the Audit Committee. During the year under review, the Company has received 10 (ten) complaints under the Policy, which were resolved expeditiously. There were no pending complaints at the end of the year.

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

The Board at its Meeting held on April 7, 2021 had amended the Policy and the same is available on the Companyâs website at https://nuvoco.com/corporate-governance.

RISKMANAGEMENT

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. Controls were tested during the year under review and no reportable material weakness in the operations or in the design were observed. These controls are periodically revisited to ensure that they remain updated to the change in environment.

and effective during FY 2021-22 for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and timely preparation of reliable financial disclosures.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT

Adetailed analysis ofthe Companyâs performance isdiscussed in the Management Discussion and Analysis Report for the period under review and is available as a separate section which forms part of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

The brief outline of the CSR Policy of the Company and initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure 1 of this Boardâs Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to Corporate Governance Report which forms a part of this Integrated Annual Report. The Board at its Meetings held on April 7, 2021 and May 20, 2022 amended the CSR Policy and the amended Policy is available on the Companyâs website at https://nuvoco.com/corporate-governance.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for FY 2021-22 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The Audited Consolidated Financial Statements together with the Auditorâs Report thereon forms part ofthis Integrated Annual Report.

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

Pursuant to the provisions of Section 136 of the Act, the Company will make available the financial statements of NVL upon a request by any Member of the Company. The Members can send an e-mail to investor.relations@nuvoco. com uptothe date ofthe ensuing 23^rd AGM.

The Audited Standalone and Consolidated Financial Statements ofthe Company along with relevant documents and the financial statements of NVL are available on the Company''s website at httos://nuvoco.com/financial-information.

HOLDING COMPANY

As on March 31, 2022, the holding Company is Niyogi Enterprise Private Limited.

SUBSIDIARY COMPANY AND JOINT VENTURE

As on March 31, 2022, the Company has 1 (one) unlisted material wholly owned subsidiary, viz. NU Vista Limited and 1 (one) joint venture, viz. Wardha Vaalley Coal Field Private Limited.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, which is also available on the Companyâs website at https://nuvoco.com/corporate-governance. All related party transactions that were entered into by the Company during the year under review were on an armâs length basis and in the ordinary course of business, and were in compliance with applicable provisions ofthe Act and the requisite disclosures under Listing Regulations have been made. There were no material transactions with any related party as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 which may have a potential conflict with the interest of the Company at large. Also, there were no material transactions with any related party that are required to be disclosed under Form AOC-2.

Omnibus approval is obtained forthe related partytransactions which are of repetitive nature, entered in the ordinary course of business, are on an armâs length basis and transactions which are not foreseen.

All related party transactions were placed before the Audit Committee for its approval and noting on a quarterly basis.

The details of related party transactions that were entered into during FY 2021 -22 are given in the notes to the Financial Statements, which forms part ofthis Integrated Annual Report.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Details of Loans, Securities and Investments covered under the provisions of Section 186 of the Act read with the Rules framed thereunder are given in the Notes to the financial statements.

AUDITORS

StatutoryAuditors and their Report

M/s M S K A & Associates, Chartered Accountants (Firm Registration Number 105047W) ("MSKA") were appointed as Statutory Auditors of the Company for the first term to hold office till the conclusion ofthe ensuing 23^rd AGM ofthe Company. MSKA have confirmed that they are eligible for re-appointment for a second term of 5 (five) consecutive years in accordance with the provisions ofthe Act. The Audit Committee and Board of Directors at their respective meetings held on May 20, 2022 have recommended re-appointment of MSKA for a second term of 5 (five) consecutive years, to the Members for their approval. Resolution seeking approval of the Members for re-appointment of MSKA for second term of 5 (five) consecutive years has been incorporated in the Notice ofthe ensuing 23^rd AGM. The Auditorsâ Reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

Cost Auditors

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant. It has, accordingly, made and maintained such cost accounts and records. The Company had appointed M/s. R Nanabhoy & Co, Cost Accountants, to conduct the cost audit of the Company for FY 2021-22.

The Board of Directors at their meeting held on May 20, 2022 upon the recommendation of the Audit Committee have appointed M/s. D. C. Dave & Co, Cost Accountants, Mumbai (Firm Registration No. 000611) as the Cost Auditors of the Company for FY 2022-23 under Section 148 and other applicable provisions of the Act.

In accordance with the provisions of Section 148(3) of the Act read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, a resolution seeking ratification ofthe remuneration payable to M/s. D. C. Dave & Co. for FY 2022-23 has been incorporated in the Notice of the ensuing 23^rd AGM for approval by the Members.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Rules framed thereunder, the Company had appointed M/s. Parikh & Associates, Practising Company Secretaries (Firm Registration No. P1988MH009800), to undertake Secretarial Audit of the Company for FY 2021-22. The Report of the Secretarial Auditors in Form MR-3 for FY 2021-22 is annexed as Annexure 3.

NU Vista Limited, is a unlisted material wholly owned subsidiary of the Company in terms of Regulation 16(1)(c) of the Listing Regulations. Further, pursuant to provisions of Regulation 24A of the Listing Regulations, the Secretarial Audit Report submitted by the M/s. Parikh & Associates, Practising Company Secretaries (Firm Registration No. P1988MH009800) of NU Vista Limited is also annexed as

Annexure 3Ato this Boardâs Report.

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

In terms of Section 204 of the Act and Rules made thereunder, M/s. Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800), have been appointed as Secretarial Auditors of the Company to carryout the secretarial audit for FY 2022-23.

Reporting of Fraud

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

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure4 which forms part of this Boardâs Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Boardâs Report. Further, in terms of Section 136 of the Act, the Integrated Annual Report and the Audited Financial Statements are being sent to the Members and others entitled thereto, excluding the aforesaid statement. The said statement is available for inspection electronically by the Members of the Company during business hours on working days up to the date of the ensuing 23^rd AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at investor. [email protected].

HEALTH, SAFETY AND ENVIRONMENT (âHSE")

FY 2021-22 was a challenging year due to 3^rd Covid-19 wave. The Company had taken several measures to reduce the impact of Covid-19 to its employees and stakeholders. Covid appropriate behavior and protocols were revised and implemented across the organization.

The key focus in FY 2021-22 was to ensure healthy and safe work environment to all the stakeholders in line with the guiding principle to work towards a goal of ZERO HARM and conduct the business in accordance with the local legal and regulatory requirements.

Our Health & Safety (H&S) performances in FY 2021-22 were well improved as compared to FY 2020-21. Zero Fatality in FY 2021-22 was sustained consecutively for 2^nd year and there was reduction in the percentage oftotal injuries. KeyAchievements in FY 2021-22

1. Reduction in total injury by -35% over FY 2020-21;

2. Increase in reporting of leading indicators by -15% over FY 2020-21;

3. Safe start up of CPP at Jojobera cement plant ("JCP") and ACP;

4. Safe commissioning of 4 RMX plants and safe dismantling of 5 RMX plants;

5. Rejuvenated Safety Committees across all offices of the Company including sales offices;

6. Cll, Eastern Region awarded a certificate of appreciation to ACP Mines and JCP CPP Project for significant contribution towards HSE;

7. OHSSAI Gold Award with 4-star rating received for RMX West Region consecutively for 2^nd year;

8. Successful celebration of HSE month in February-March, 2022 and road safety month in January, 2022 across the Company;

9. Staircase audits and mock drills at all plants;

10. Sales and Business Development team field visits and warehouse visits to ensure safety at warehouses;

11. Daily tracking of high risk activities across operations and making line management accountable to look at safety aspects in these activities.

Company has celebrated HSE month in February-March, 2022, and launched a theme for the year "Adopt Safe Work Way, Keep Accidents Away" (

^ *nTT3lt). Various H&S activities were conducted across the organization to improve safety practices of the organization.

HUMAN RESOURCES

FY 2021-22 was one of the most challenging year, where Company had to focus on integration of NVL, unexpected peaks of pandemic, pressure on cost along with sluggish market demand and prices.

During unprecedented crisis, the employees displayed an unwavering commitment to deliver best possible performance and all non-negotiable tenets. The spirit of winning and agility was visible across all levels of the organization. Many new innovative online and offline Employee Engagement forums were initiated to maintain motivation levels, generate ideas for cost saving, etc. The Companyâs vision, mission, core values and expected behaviours have been internalized even in NVL through our continuous communication and workshops. This was made possible only through training sessions held on building culture of Execution Excellence, Integrated Business Planning and all non-negotiables.

To improve core processes across functions and build capacity to consistently deliver superior performance, all functions started their journey of Functional Transformation through LEAP (Lead Energise & Accelerate Performance). As all functions engaged in envisioning core strengths required for sustainable performance, many underwent structural changes to drive synergies and optimum utilization of resources. All Human Resources Business Partner teams worked very closely to facilitate movements, clarify new roles and expectations to help employees settle quickly and start delivering in new structures.

Building a strong pipeline of future leaders has been an agenda of utmost importance for Human Resources function. As part of building talent, the Company has identified and nurtured young talent during the year under review. These high-potential employees underwent Development Centres Training Programmes, and their specific development needs were dovetailed into the annual training calendar. A mentoring programme, âInspiring Insightsâ was launched to accelerate and track their development journey.

The Industrial Relations situation in the Company continued to be cordial during the year under review. The union and the workmen continued to extend their full support in achieving maximum productivity and promoting the safety culture within the organization.

One of the key strategic actions under culture is positioning Nuvoco in the top quadrant of âBest Employers to work for" and this journey started in FY 2019-20 with the participation in first external survey. Following the Companyâs commitment for continuous improvement, the Company has been working on employee feedbacks that the Company received, the second survey this year showed improvement in the noted areas of concern that arose in the previous yearâs survey. Overall employee engagement score remained at 76%, Top quartile and best in India Manufacturing and Building Materials sector for the combined entity. The Company provides a congenial work atmosphere for all employees, which is free from discrimination and harassment, including sexual harassment. To boost efforts on creating a sustainable and future-ready organization, a âDiversity and Inclusion Agendaâ has been redefined by the Talent Acquisition team. Apart from just providing equal opportunities of employment to all, irrespective of their caste, religion, colour, gender; it also encompasses an industry mix and qualifications.

Employees were offered e-Learning opportunities like the One Hour Learning platform, which is an e-learning tool that has a multitude of courses on Functional, Behavioural and Leadership skills. Apart from focusing on development of officers, the Company also introduced virtual sessions for employeesâ spouses and children.

Initiatives in the wake of Covid-19

In order to keep employees apprised of the risks involved in contracting Covid-19, the Company organized a number of interactive sessions with empanelled and external medical specialists at various times throughout the year. Employees, along with family members, attended these sessions and have benefited greatly in understanding how to identify early symptoms, different tests and treatments and home isolation guidelines. The Company also invested in providing an additional top-up equivalent to the individual base sums of employeesâ mediclaim policies, which specifically include

expenses for the treatment of Covid-19. The Central Medical Helpdesk, which caters to employeesâ Covid-19 related queries across the country and provides 24*7-support with respect to appointments with medical practitioners, tests, coordination with nearby hospitals proved very helpful in dealing with pandemic spikes. Special financial assistance packages were offered to families of employees who lost life in Covid-19 battle. The Company enhanced Occupational Health Centres ability to support through investment in additional medical staff and also specific equipments like oxygen concentrators.

INFORMATION TECHNOLOGY

The Companyâs Information Technology (or Information Management/ IM as it is known) function, works closely with the business leadership. IM is responsibleto provide relevant data timely to all stakeholders so that correct and timely decisions can betaken. IM provides tools and technology to the business users to deliver consistent performance which in turn provides delightful experience to the customers.

Standardization of Business processes across the Organization has led to better understanding and decision making. The Company has engaged the service provider for the Business Process Re-engineering ("BPR") to identify the bottlenecks in the existing processes and optimize them as perthe industry best practices. DEN (Digitally Enabled Nuvoco) has been identified as one ofthe accelerators for Nuvoco, itâs a journey with the objective to digitally enabling Nuvoco. For FY 2022-23, four major projects are kicked off under DEN: Logistics Optimization using SAP IBP and SAP TM, Salesforce Automation using SAP C4C (CRM), HR Automation using SAP SuccessFactors and current ERP landscape upgrade to SAP S/4HANA latest version. DEN would establish the strategic Application framework, which would help realize the goal of providing relevant information to the users, whenever and wherever they need secure access to data.

For HR Automation, SAP SuccessFactors covers the entire hire to retire functionality and would empower each Nuvoco employee to get his/her HR related information on mobile phone. Employee recruitment, onboarding, learning and skill development and performance management are also part of the solution.

SAP CRM solution on C4C platform will enable sales force automation by providing them customer/dealer 360-degree view, visits, lead management, activity management, order management, integration with S/4HANA.

SAP IBPand TM would allow enhanced visibility on thedemand and supply planning in real time, network optimization, S&OP planning, order promising, allowing logistics and plant teams to take corrective actions pro-actively.

The Company successfully migrated the corporate messaging and collaboration system from Google G-Suite to Microsoft 0365 platform, which is the most widely deployed solution in the

Waste heat recovery ("WHR") is one of major initiative taken by the Company to reduce emissions. In all its integrated plants, the Company has invested in WHR, which resulted in the generation of approximately 44.7 MW (including NVL) of electrical energy; thus fulfilling the partial requirement of electrical energy at the plants. In recent years, WHR systems have been commissionedatSCRACPandCCPtoproduceupto 25 MW along with a solar power plant at Bhiwani Cement Plant ("BCP") with a capacity of 1 MW; thus producing 26 MW in an environment-friendly manner, i.e. without any fossil fuel consumption. CCP has also installed a solar power plant of 500 KWP in its colony; making it a green significant step on the Companyâs part towards renewable energy.

The Company has over the years increased its Thermal Substitution Rate and reduced Specific Heat Consumption and Specific Electrical Energy while increasing its green energy consumption.

corporate world. Relocation of SAP landscape from two different data centres to single Yotta data centre. Data centre consolidation is planned to utilize the reliability and scalability of Indiaâs First Tier 4data centre. This would further improve the ease of management and ensure better performance and security.

The Company is consistently working on optimization and automation of business processes. Rising to the Covid-19 challenge, IM function enabled business users to perform their office duties remotely by extending VPN services to all the stakeholders. Information security is a focus area for the Company, protecting the intellectual property and data of the organization is taken on high priority.

IM Centre of Excellence would help design and deploy the standard operating procedures, minimizing downtimes. Continuous and pro-active monitoring of IT Infrastructure Services (DC/DR/LAN/WAN/Collaboration/AV tools), and Enterprise Business Applications including SAP would ensure maximum utilization ofthe resources.

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

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Act and Rules framed thereunder, is annexed as Annexure 5.

SUSTAINABLE GROWTH Our Approach

For the Company, sustainable development is an enduring commitment based on the conviction that there can be no long-term economic development without the preservation of our natural resources. The Company is committed to sustainable development by contributing to the society and minimizing its carbon footprint. The Company is committed to reduce the green house emissions, energy consumption and conserve natural resources;thereby making a net positive contribution to the environment while maximizing the value created for all the stakeholders.

Carbon Footprint

The Company has a very ambitious Company strategic

action which entails deployment of an ESG roadmap for FY 2025 under which carbon footprint reduction of 2% YoY has been taken as a target. For the last couple of years the targets are already achieved and now the Company is constantly monitoring the carbon footprint on monthly basis for entire organization. The main levers for carbon footprint reduction at the Company are:

â¢ Thermal Substitution Rate improvement;

â¢ Cement to Clinker Ratio improvement;

â¢ Waste Heat Recovery capacity optimization;

â¢ Alternate energy enhancement.

Water

The Company is committed to reduce its water footprint by following best practices such as rainwater harvesting, reusing waste water and water recycling. To conserve water, the empty mines pits of ACP and Sonadih Cement Plant ("SCP") have been converted into Rainwater Harvesting ("RWH") pits and the ponds in the surrounding villages have been deepened to enhance water storage capacity. While Nimbol Cement Plant uses a dry borewell for RWH, Chittor Cement Plant ("CCP") has developed rainwater storage inside the plant area. In Mejia Cement Plant, a RWH pond has been constructed and at Jojobera Cement Plant, the commissioning of 3 (three) RWH pits has helped to conserve water.

Waste water from sewage treatment plants ("STP") is being regularly reused at all plants for plantation purposes.

The Company has steadily reduced water consumption per ton of cement produced to 200 L/T in FY 2021-22 from 235 L/TinFY 2020-21.

Energy

The following pie shows the increasing trend of Green Energy consumption in the Company. During FY 2021-22, the Company could sustain the green energy at same levels as that of FY 2020-21 through continuous focus despite of being hit by Covid-19 pandemic which resulted into stoppages of CPPs for longer durations.

the collection and reuse of fine materials. This equipment also ensures that the emission levels are well within prescribed limits.

Our environmental norms and parameters are very closely monitored online with direct feed sharing to PCBs (Pollution Control Boards) in accordance with statutory requirements.

Use of Alternative Fuels ("AF") and Alternative Raw Materials

In order to support the green environment and sustainability, use of AF and alternative raw materials has become a key focus area for the Company. The Company has been a pioneer in the Industry initiating "Co-processing". Co-processing is the use of waste as raw material, or as a source of energy, or both to replace natural mineral resources and fossil fuels such as coal, petroleum and gas in industrial processes, mainly in energy intensive industries such as cement, lime, steel, glass and power generation.

The Company has very aggressively started pushing the carbon footprint agenda across the organization through proactive investments in AFR feeding systems, solar power generation and waterconservation measures.

In addition to this, all plants constantly strive to increase the pozzolanic additions, i.e. Fly Ash and Slag, to make PPC and PSC variants of cement to decrease the greenhouse gas ("GHG") emissions by decreasing the usage of finite natural resources.

To support carbon reduction initiative, Company has introduced PCC in JCP, which improves blended cement ratio.

The Company is among the best in the industry in terms of installed capacity of WHR per million tonne of cement capacity.

The details of various measures undertaken for reduction of Energy Consumption are provided in Annexure to this Report.

Environment

Above graph shows the AF consumption (quantity) for last three years. FY 2020-21 was hit by Covid-19 pandemic which impacted the supply and consumption of AF.

The Company has installed high-end equipment in the plants to control the stack and fugitive dust emission, which help in

Addition of cementitious material (fly ash, ground blast furnace slag) in cement helps to reduce the carbon footprint in cement as waste from a different industry is utilized in cement production. Despite achieving one of the best quality products in the market, the Company has one of the highest cementitious material additions in the industry. The Company produces both PSC, PCC and PPC-fly ash based resulting in lower C0₂ emission/ton of cement production.

Green Belt

The Company''s endeavour has been to develop a green belt in and around all its plants, and in the process, Company has also worked closely with local government authorities to facilitate the same. In FY 2021-22, in total, over 75,000 saplings were planted across all the plant premises.

All plants are visible on Google maps with green belts. SCP Limestone Mines has been awarded 5 Star rating by Government of India for the performance in Implementation ofSustainable Development Framework.

The Company has a broad portfolio of products ranging from OPC, PPC to PSC and PCC. The Company focuses on saving environment impact from the product design level.

This can be seen in the Company''s eco-friendly products; viz. Concreto Green Cement, which consumes up to 25% less water and increases the strength of concrete up to 70%; which can be used in those areas where water scarcity is a perpetual issue.

Concreto Ecodure (Green Concrete), is another proenvironment product, which uses a pozzolanic additive to increase the strength of the structure''s foundation and prevents sulphate ion and chloride attacks on reinforcements. The Company has received prestigious Cll Greenpro Ecolabel certification for RMX Noida Plant. The Company is looking forward for more RMX plants to get the same.

Other Initiatives

Apart from the social part of ESG initiatives - CSR team has also contributed towards sustainable development goal of organization by installation of Solar Power Units in community schools nearby BCP and ACP It has also started the plastic elimination drive in some of the purchased products like PPEs.

The Company also supports green initiatives by dispatching communication to the Members, debenture holders, and debenture trustee digitally.

With its sustainability initiatives, the Company is looking to create value for all its stakeholders - customers, employees and local communities (in the vicinity of its production plants). These actions define its commitments for the future and its contribution to a sustainable environment, climate and society. Company expects that these initiatives will enable to build a greener world for future generations.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013("POSH ACTâ)

The Company has in place an Anti-Sexual Harassment Policy in line with the reguirements of the POSH Act. As per the reguirements of POSH Act and Rules made thereunder, the Company has formed Internal Complaints Committee (âICC") to address complaints pertaining to sexual harassment of women at the workplace. All employees are covered under this Policy.

Disclosures in relation to the POSH Act are as follows:

Sr.	Particulars	Number of
No.		complaints
i.	Number of complaints filed during the financial year	1
2.	Number of complaints disposed of during the financial year	1
3.	Number of complaints pending at the end of the financial year	Nil

The Company has submitted its Annual Report on the cases of sexual harassment at workplace to the District Officer, Mumbai, pursuant to Section 21 of the POSH Act and Rules framed thereunder.

34 Awareness Programmes about Sexual Harassment Policy were conducted.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rules framed thereunder, the Annual Return as on March 31, 2022 is available on the Company''s website at https://nuvoco.com/financial-information.

DIRECTORSâ RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2022, the applicable accounting standards have been followed and that there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2022 and of the profits for the financial year ended March 31,2022;

c) proper and sufficient care has been taken for the maintenance of adeguate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a âgoing concern" basis;

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

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

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an environmental, social and governance perspective, are provided in the Business Responsibility Report which is included as a separate section in this Integrated Annual Report.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company is in compliance with all the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

â¢ Managing Director has not received any remuneration or commission from NVL;

â¢ There was no revision in the financial statements;

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

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

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

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

â¢ There are no shares lying in the demat suspense account or unclaimed suspense account.

ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation to every âNUVOCANS" for their dedication and commitment, for achieving Company''s milestones particularly during this unprecedented year.

The Directors take this opportunity to express their deep sense of gratitude to the government authorities, banks, financial institutions, merchant bankers, rating agencies, regulators, stock exchanges, depositories, auditors, legal counsels, consultants, debenture holders, debenture trustee and other stakeholders for their continued guidance, support and wise counsel extended during the year.

The Directors place on record the appreciation for the continued co-operation and support extended to the Company by the customers, vendors, business associates, suppliers, distributors during the year.

The Directors are deeply grateful to the Members for the confidence and faith reposed in the Company.

The Directors salute the front line warriors and deeply regret the loss of lives on account of the Covid-19 pandemic and place on record their sincere appreciation to all those who have gone beyond their duties in the fight against the pandemic.

For and on behalfofthe Board of Directors

Hiren Patel Chairman

Place: Mumbai (DIN: 00145149)

Date: May20, 2022

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