BOARD'S REPORT

To the Members,

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

Standalone Financial Results (' in crores)

Standalone

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

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

Consolidated

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

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

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

Dividend

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

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

Transfer to Reserves

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

Management Discussion and Analysis

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

Change in nature of business

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

Material Changes and Commitments affecting the financial
position of the Company

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

Conversion of Warrants issued to Promoters to into Equity
Shares

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

Share Capital

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

Particulars of Contracts or Arrangements with Related
Parties

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

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

Directors' responsibility statement

Pursuant to the provisions of Section 134(5) of the Companies
Act, 2013, your Directors to the best of their knowledge and
ability confirm as under:

(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if any;

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

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

(d) The annual accounts have been prepared on a going
concern basis;

(e) The Company had laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(f) We have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

Subsidiary / Joint Venture Companies:

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

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

In accordance with the provisions of the Companies Act, 2013 and
the Rules framed thereunder, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies
are being made available on the website of the Company and
are not attached with the Financial Statements of the Company.
The Company will make available the Financial Statements of the
subsidiary companies and the related information to any member
of the Company who may be interested in obtaining the same.

In compliance with Section 134 of the Companies Act, 2013 read
with the rules framed thereunder and the provisions of the SEBI

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

Consolidated financial statements

In compliance with Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and in
compliance with the provisions of Section 129(3) and other
applicable provisions of the Companies Act, 2013 and the
Indian Accounting Standards Ind-AS 110 and other applicable
Accounting Standards, your Directors have pleasure in attaching
the consolidated financial statements for the financial year ended
March 31, 2023, which forms part of the Annual Report.

Disclosures: Deposits

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

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

A. Conservation of energy

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

B. R&D and technology absorption: Not applicable

C. Foreign exchange earnings and outgo during the
F.Y 2022-23

i. Foreign exchange earnings: ' 1.77 crores.

ii. Foreign exchange outgo:

a. Towards travel: ' 0.46 crores

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

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

Particulars of loans, guarantees or investments under
Section 186;

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

Directors:

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

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

The Independent Directors have submitted the requisite
declaration of independence, pursuant to Section 149(7) of
the Companies Act, 2013 stating that they meet the criteria of
independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 read with sub rule (1) and (2) of Rule 6 of
Companies (Appointment and Qualification of Directors) Rules,
2014 as amended.

Key Managerial Personnel

As on 31^st March 2023 Sri AAV Ranga Raju, Managing
Director, Sri AG K Raju, Executive Director, Sri A S N Raju,
Sri J V Ranga Raju and Sri A V N Raju, Wholetime Directors,
Sri K Krishna Rao, EVP (F&A) and CFO and Sri M V Srinivasa
Murthy, Company Secretary & Sr. EVP (Legal) continued as the
Key Managerial Personnel of the Company in accordance with
the provisions of Section 2(51) and 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

Policy on Directors' Appointment and Remuneration and
other details

The Company's policy on Directors' appointment and
remuneration and other matters pursuant to Section 178(3)
of the Companies Act, 2013 is hosted on the Company's
website and the web link thereto is: https://ncclimited.com/
policies&codes.html

The requisite information pursuant to Section 178(4) of the Act
is given in the Corporate Governance Report which forms part of
the Annual Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its
own performance, Board Committees, the Individual Directors,
the Chairman of the Company, etc pursuant to the provisions of
the Companies Act, 2013 read with the Rules framed thereunder
and SEBI (LODR) Regulations, 2015.

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

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

In a separate meeting of Independent Directors, performance
of the Directors, the Board as a whole, and the Chairman of

the Company was evaluated, taking into account the views of
executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual directors on the basis of
criteria such as the contribution of the individual director to the
Board and Committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

Meetings of Board of Directors

The Board Calendar is prepared and circulated in advance to the
Directors. During the Financial Year under review the Board has
met 6 times i.e., on April 28, 2022, May 1 1, 2022, August 9,
2022, September 27, 2022, November 08, 2022, and February
8, 2023. The details with respect to the Board and Committee
meetings and attendance there at as required under the Secretarial
Standard-1 issued by the Institute of Company Secretaries of
India have been provided in the Corporate Governance Report
forming part of this Annual Report.

Familiarization Programme

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

Audit Committee

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

Whistle Blower Policy/ Vigil Mechanism

Pursuant to Section 177 of the Companies Act, 2013 and the
Rules framed there under and pursuant to the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 the Company has established a mechanism through
which all the stakeholders can report the suspected frauds and
genuine grievances to the appropriate authority. The Whistle
Blower Policy which has been approved by the Board of Directors
of the Company has been hosted on the website of the Company
https://ncclimited.com/policies&codes.html. During the year
under review the Company has not received any complaint(s)
under the said policy.

Risk Management

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

The Board of Directors of the Company has formed a Risk
Management Committee to implement and monitor the risk
management Policy of the Company. The development and
implementation of the risk management policy has been covered
in the Management Discussion and Analysis, which forms part
of this report.

Internal Financial Controls and their adequacy

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

Compliance with Secretarial Standards

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

Annual Return

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

Statutory Auditors and their report

M/s. S R Batliboi & Associates LLP Chartered Accountants (Firm
Registration No.101049W/ E300004), who were appointed
as Statutory Auditors of the Company for a term of five years
from the conclusion of the 32^nd Annual General Meeting till
the conclusion of the 37^th Annual General Meeting conducted
the Statutory Audit for the F.Y 2022-23. The Independent
Auditors' Report(s) to the Members of the Company in respect
of the Standalone and the Consolidated Financial Statements
for the Financial Year ended March 31, 2023, form part of this
Annual Report and do not contain any qualification(s) or adverse
observations.

Secretarial Audit Report

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

Cost Audit

In compliance with the provisions of Section 148 of the
Companies Act, 2013 and the Rules framed thereunder
and based on the recommendation of the Audit Committee,
the Board of Directors of the Company at its meeting held
on May 11, 2022, had appointed M/s. Vajralingam & Co., Cost
Accountants (Firm Registration No.101059) as the Cost Auditors
of the Company for the F.Y 2022-23 to conduct audit of the cost
accounts and records maintained by the Company to the extent
applicable. In terms of the provisions of Section 148(3) of the
Companies Act, 2013 read with Rule 14(a)(ii) of the Companies
(Audit and Auditors) Rules, 2014, the remuneration of the Cost
Auditors has to be ratified by the members. Accordingly, necessary
resolution is proposed at the ensuing AGM for ratification of the
remuneration payable to the Cost Auditors for FY-2022-23.

Corporate Governance

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

Business Responsibility and Sustainability Report

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

Investor Education and Protection Fund (I EPF)

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

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

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

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

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

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

Reporting of Frauds

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

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR)
Policy of the Company and the initiatives undertaken by the
Company on CSR activities during the year under review are

set out in Annexure-II of this Report in the format prescribed
in the Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended. The CSR Policy is available on the website of
the Company https://ncclimited.com/policies&codes.html. As
per the provisions of the Companies Act, 2013 and the Rules
framed thereunder during the F.Y 2022-23 the Company was
required to spend an amount of ' 7.8 0 Crore towards CSR
activities. During the F.Y 2022-23, the Company had spent the
entire amount towards various CSR activities undertaken during
the F.Y 2022-23 as per details given in the said Annexure-II.

Particulars of Employees

Details in respect of the remuneration paid to the employees
as required under Section 197 (12) of the Companies Act,
2013, read with Rule 5(2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as
amended from time to time forms part of this report. The Annual
Report and accounts are being sent to the shareholders excluding
the aforesaid exhibits. Shareholders interested in obtaining this
information may access the same from the Company's website.

The ratio of the remuneration of each Director to the median
employee's remuneration and other details in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is given in Annexure-III and forms
part of this Report.

Protection of Women at Workplace

The Company has formulated a policy on Prevention of Sexual
Harassment of Women at Workplace in accordance with The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has an Internal Complaints
Committee for providing a redressal mechanism pertaining to
sexual harassment of women employees at workplace. During
the financial year ended 31^st March 2023, the Company has not
received any complaints pertaining to Sexual Harassment.

Acknowledgements

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

For and on behalf of the Board

Hemant M Nerurkar

Place: Hyderabad Chairman

Date: May 26, 2023 (DIN: 0265887)