NESCO LIMITED T +91 22 6645 0123

Nesco Center F +91 22 6645 0101

Western Express Highway E [email protected]
Goregaon (East) W www.nesco.in
Mumbai 400 063

8 July 2024

BSE Limited National Stock Exchange of India Limited

Department of Corporate Services 5th Floor, Exchange Plaza,
25th Floor, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex,
Dalal Street, Bandra (East),
Mumbai - 400 001 Mumbai - 400 051

Ref: 505355 Ref: NESCO

Sub: Annual Report of the Company for the financial year 2023-24

Dear Sir/Madam,

This is with reference to our intimation dated 20 May 2024, wherein the Company had
had inter-alia informed about the 65th Annual General Meeting of the Company
scheduled to be held on Friday, 2 August 2024 at 3:30 p.m. (IST) through video
conference and/or other audio-visual means and closure of Register of Members.

In continuation to the said intimation, please find enclosed the Annual Report of the
Company along with the Notice and the Business Responsibility and Sustainability
Report for the financial year ended 2023-24.

This Annual Report is being sent through electronic mode to all those members whose
email addresses are registered with the Company and/or Depository Participant(s) as on
28 June 2024.

The annual report will also be uploaded on the Company’s website at www.nesco.in

This is for your information and records.

Thanks and Regards,

For Nesco Limited

Digitally signed by
Shalini Dinesh Shalini Dinesh Kamath
Date: 2024.07.08
Kamath 15:01:39 +05'30'

Shalini Kamath
Company Secretary & Compliance Officer
Mem No. A14933

Encl: as above

CIN L17100MH1946PLC004886
65th Annual Report
2023-24

Crafting the
Nesco experience
 What’s Inside:
One Goal. 8 Decades. Core Highlights of the year 05

Infinite Possibilities. Values Corporate Overview

Who We Are
06

08
The Nesco Group has grown from its roots in engineering solutions to Our History 10
encompass a wide array of industries, including trade shows, property We’re honest
CMD's Message 12
development, hospitality, event management and entertainment.
Key Performance Indicators 14
Our inspirational growth over the last 8 decades is a testimony as to
how a vision can empower limitless possibilities. We’re ambitious and Strategy for Growth 16

ingenious ESG at Nesco 18

ESG 20

Social – People 22
We don’t give up
Social – Communities 24

Vision We listen
Governance

Awards and Recognitions

26

28

We believe in making a positive impact on people’s lives by investing Statutory Reports 30

in progressive change. We also believe in using every opportunity
as a means to ‘earn’ respect as a true visionary and leader of We thrive on team work Report of Board of Directors 30

positive growth. Management Discussion and Analysis 46

We are out-of-the-box Report on Corporate Governance 53

thinkers Business Responsibility and Sustainability Report 70

Financial Statements 94

Mission We give back and we love

our planet
Notice 142

As nation builders, we are focused on improving the quality of life

through every product and service we offer. Our goal is to become
category leaders, attain profitable growth and bring pride to the nation. We’re lifelong learners
Nesco | Believe

Corporate Overview
Crafting the Performance
Nesco Experience Snapshots

Statutory Reports
‘Crafting the Nesco Experience’ is more than just a theme— Financial Highlights
it's our promise!
This year's annual report highlights our dedication to creating
unique and engaging experiences for our customers. Across our
E 78,312.87 lakhs

Financial Statements
diverse business verticals—exhibitions, real estate, hospitality,
entertainment and engineering solutions — we strive to deliver Revenue
28.57% ▲
excellence in every aspect.
At Nesco, each moment is crafted with care, integrity and passion for excellence.
Our commitment to quality is reflected in our innovative approaches and
meticulous attention to detail. Whether it's through, exhibitions fostering economy,
premium real estate developments, exceptional hospitality services, captivating E 53,120.51 lakhs
entertainment events or ground breaking engineering projects, we ensure that EBITDA
every interaction with Nesco stands out. 28.95% ▲

By consistently raising the bar, we not only meet but exceed customer
expectations. Our goal is to make every Nesco experience special, creating lasting
connections and driving forward our mission of excellence. Join us as we continue
to craft experiences that inspire, engage, and bring pride to our community. E 36,278.36 lakhs
PAT
24.82% ▲

Operational Highlights
• The occupancy rate for the FY 2023-24 for Tower 3 • ‘Gourmet Craft,’ our new catering venture, was
and Tower 4 stands impressively high at over 98%. introduced by Nesco Foods to service astute clientele
in the Corporate, Social, and Entertainment Spheres.
• Over 100+ exhibitions were successfully scheduled by
Bombay Exhibition Center ("BEC"). • Prestigious events hosted by Nesco Foods with guests
ranging over 1,500 to 8,500 in numbers.
• During the year, new clientele were added by BEC from
industries such as handloom, catering, media, plastics, • Nesco Foods expands into newer geographies
fashion, electricals, and trade fair organisers. by introducing extensive food options, including
three restaurants namely Social, Smoke House
• Nesco Events has managed to strategically expand
Deli, and FOO and leasing out food court spaces to
from an exhibition hub to an entertainment hotspot.
renowned brands.
• Over 25+ mesmerising events hosted by
• Our balance sheet position remains pristine with
Nesco Events.
liquidity of over ₹ 150,000 lakhs.

04 Annual Report 2023-24 Annual Report 2023-24 05

BELIEVE
Our Philosophy

The possibilities are endless!

For us BELIEVE is more than a philosophy.

It is a way of life!
It has led us to become who we are and who we can be.
As our founding philosophy, it guides us to enrich and make
a difference in people's lives every day!

06 Annual Report 2023-24 Annual Report 2023-24 07

Nesco | Believe

Who We Are

Corporate Overview
Fuelling Growth Through Leading MICE in Mumbai Memorable Events
Nesco Foods dominates the MICE sector in Mumbai with Nesco Events delivers unique cultural experiences

Diverse Ventures
expansive spaces, diverse banqueting options and luxury with tailored venues and innovative productions. We
services. Conveniently located near airports and public aim to create unforgettable moments across a wide
transport, we ensure successful events with comprehensive range of entertainment genres, supporting corporate
production and catering solutions. and social gatherings with exceptional services. This

Statutory Reports
From our origins as a well-known engineering firm, we have transformed into a dynamic
venture enhances the Group's reputation for high-
quality entertainment, drawing a growing audience of
conglomerate. Over the decades, we have ventured into, Exhibitions, Events, Hospitality, enthusiastic attendees. Nesco Events hosted some of
and Real Estate driving growth and innovation. Every strategic leap has enriched our the biggest and most prestigious shows and events in

Company, empowered our employees and benefited the Communities we touch. Our
the city with reputed artists and organisations.

remarkable journey over the past 80 years demonstrates the boundless potential of

Financial Statements
Real Estate Innovation
a powerful vision.
Nesco Realty develops modern office spaces and assembly
spaces using advanced building technology. Nesco Realty
Our Offerings specialises in the development and leasing of Platinum-
LEED Certified workspace towers. The structures are truly
cutting-edge, with architectural and technical know-how
EXHIBITIONS HOSPITALITY REAL ESTATE from Singapore and Australia. With its premium IT Park,
Nesco's real estate industry has set a new standard. We
focus on blending creativity with functionality, integrating
world-class amenities and sustainable features. Hosting
EVENTS ENGINEERING multinational giants like HSBC, KPMG, PWC, Framestore,
Culinary Excellence Here Solutions, Apollo Finance, MSCI, BlackRock, Ericsson,
and more, this self-sustained facility sets the standard for
Nesco Foods is a top hospitality provider in Mumbai, known
excellence in corporate environments.
for its diverse culinary capabilities and world-class service.
Exhibition Excellence We have a significant captive audience to which Food and
Banquet services need to be provided and hence, Nesco Engineering Solutions
Established in 1991, the Bombay Exhibition Center
Foods. Operating the city's largest non-flight kitchen, Indabrator stands out as a leading provider of surface
("BEC") in Goregaon, Mumbai, brings millions of ideas to
Nesco Foods delivers luxurious, tailored food experiences preparation solutions due to its comprehensive product
life. BEC has been holding the mantel of continuing to be
for events ranging from intimate gatherings range, commitment to quality and innovation. By offering
the largest private player in the Exhibitions domain in the
to grand banquets. advanced blasting machines, customised solutions and
country. With customisable venues and top-notch services,
BEC is the premier location for Exhibitions, Trade shows, dedicated support services, Indabrator ensures exceptional
Our plethora of restaurants and food courts spread
and Entertainment. value and the highest standards in surface finishing for
throughout the Center provide extensive options and
clients across various industries. By expanding into new
ensures high-quality dining experiences for all occasions.
BEC is a home to diverse exhibitions and annually attracts markets, diversifying product range and moving into new
Our Central Kitchen spanning over 24,000 sq. ft. has the
a footfall of over 2 million visitors. Safety and Sustainability service offerings, leveraging digital transformation and
capacity of churning out 80,000 gourmet meals a day.
coupled with consistent quality and dependability have been focusing on sustainability, Indabrator aims to maintain its
the cornerstones of our success over the years. At BEC, our We have ample spaces at our Center with full-fledged leadership in the industry.
primary focus is on advancing technology and continually Banquet Halls with a capacity to hold 500 to 40,000
enhancing our state-of-the -art infrastructure. We pride We have our manufacturing plants in Karamsad and
guests. Nesco Foods stands out in the competitive food
Vishnoli, Gujarat. We also have our branch offices in Kolkata,

20 mn
ourselves on offering a diverse selection of food and beverage and catering industry for its exceptional service, state-
options that cater to all segments of society, completed by New Delhi and Chennai.
of-the-art infrastructure, customised catering solutions,
abundant green spaces that create a serene and inviting strategic location, commitment to sustainability, digital
Visitors a year atmosphere for our visitors. Whether hosting international innovation, and a strong brand legacy. These elements
trade shows or local community events, BEC offers exceptional collectively create a unique and compelling value

60,000+ sq.m
opportunities for networking and collaboration. proposition that attracts and retains a broad customer base.

In addition to our exquisite products and services, we prioritise

India’s largest exhibition venue in the private sector flexibility and comprehensive support for organisers. Our Our Offerings
dedicated facility management and customer support teams • Exhibitions

#1 Host
For most exhibitions in India
are highly trained to ensure efficient and prompt service,
contributing to the seamless execution of the events at BEC.
• Events
• Wedding and Social Celebrations
By blending technology innovation and environmental • Outdoor Catering
sustainability and inclusivity, BEC remains committed to facilitating
• Food Court
meaningful connections and experiences for all stakeholders.
08 Annual Report 2023-24 Annual Report 2023-24 09
Nesco | Believe

Our History

Corporate Overview
Decades of Dynamic Progress

Statutory Reports
“Indabrator”
our engineering
arm is born on the
basis of a joint The New Standard
venture signed Engineering Company
with Wheelabrator builds India's first antenna

Financial Statements
Our founder, Shri. J.V. The 200,000 sq. ft. Bombay
Patel manifests his Corporation, for space communication,
New Standard Engineering New Standard Exhibition Center develops
vision as the Standard USA for the with the Department of
Company is known to have Engineering diversifies into the largest center for
Engineering Company manufacturing Atomic Energy.
The Company launches the largest foundry. into realty and the Group exhibitions in the private sector
(“SEC”). of shot-blasting welcomes a new sector. in India.
its public issue, which is
equipment in India.
quickly oversubscribed.

1939 1958 1962 1964 1966 1986 1992

2001 2013 2016 2017 2019 2023

The Company rebrands Launched Nesco IT Park, Recognition as one of the

The beginning of
itself as Nesco Limited in Tower 4 (11.20 lakh sq. ft. area Top 10 Brands in Real Estate by
Nesco Foods.
light of further diversification licensed to reputed MNC clients). CEO Insights.
Launched Nesco IT Park, Nesco Events
and business verticals.
Tower 3 (6.6 lakh sq. ft. area comes to life,
licensed to marquee MNC delighting
clients). patrons with
intellectual
properties,
exhibitions and
private events.

10 Annual Report 2023-24 Annual Report 2023-24 11

Nesco | Believe

CMD's Message

Corporate Overview
has positioned us as a frontrunner in the competitive event domain experience across our varied functions.

Inspiring Growth and

management landscape. Recognising the positive outcomes of diversity in the
Revenue from Foods division increased by 104.19% over workforce, we have strengthened support for our existing

Sustainability
the previous year. We have focused on procuring organic women employees and are increasing their representation in
ingredients, created special menus of gluten-free and the workforce. We endeavour to give nothing but the best to
vegan dishes. We have adopted technology across the our team members.

Statutory Reports
entire food chain upto the delivery of delectable delicacies Health and Safety practice initiatives have an impact beyond
right to your plate. We have some of the most popular our workforce to external stakeholders who access our
restaurants (and more to add in the coming months) for you premises. To augment our efforts in this direction, we are in
to come and experience interesting cuisines from across the process of obtaining ISO 45001 Certification. At Bombay
the globe and all this amongst, one of the greenest patches Exhibition Center, we have started rolling out health and safety
of our city. protocols for use by the contractors of our customers
to ensure alignment with our own health and safety standards.
With increased focus on sustainable energy-efficient

Financial Statements
Dear Shareowners, buildings and smart infrastructure, Nesco Realty continues Empowering Social Impact
I am delighted to present to you our annual to be the preferred choice for prestigious MNC clients. The
Our commitment to Corporate Social Responsibility is
report, highlighting a year of some noteworthy Company's commitment to innovation, customer-centric
integral to our business ethos and operations. We at Nesco
achievements and increased growth, fuelled by our approach, and sustainable development practices will
have gone beyond the ambit of profitability to prioritise
steadfast commitment to innovation and excellence. drive continued success and profitability in the coming
benefits throughout our numerous CSR initiatives over
This report underlines our key accomplishments, years as we look to further build and grow this portfolio.
the years. Our long-term responsibility to society and
strategic initiatives, and vision for future as we strive Revenue from this division fairly increased by 7.90% over
communities was further augmented through our CSR
to build on our legacy of success. previous year.
programmes implemented during the year with a total spend
Nesco’s engineering arm, Indabrator has several strong of ₹ 504.11 lakhs. Our key focus this year was on addressing
USP's characterised by customisation capabilities, technical educational and health and concerns while co-creating
expertise, and a robust aftermarket support. This positions it value with local institutions and people.
for continued growth. Today, it has steadily built strong and
loyal customer base with a considerable market share and
numerous innovations in the works. Revenue from Indabrator Embracing Industry Trends for
division increased by 10.70% over the previous year. Continued Success
The Macro Overview We take immense pride in our financial performance,
We see our present success as only the start to newer
underpinned by a commitment to fiscal responsibility and
India's macroeconomic landscape presents a dynamic Sustainability, a business imperative and bolder initiatives. This is an affirmation that as we
sustainable practices. The year gone by, marked a significant
environment characterised by strong GDP growth, Sustainability is a business imperative for Nesco especially continue to grow, we add to the growth of the Company.
milestone for Nesco with notable achievements in Revenue and
infrastructure development initiatives, and evolving underscored by its growing importance for our customers. We have adeptly navigated industry trends through
PAT. Revenue from operations grew by 28.57% to ₹ 78,312.87
consumer trends. Nesco strategically positions itself within To ensure continued progress on our ESG journey, we innovation, technology integration, sustainability, strategic
lakhs. Our PAT stood at ₹ 36,278.36 lakhs witnessing a growth
this context, leveraging economic growth to expand its are working to prepare Nesco’s ESG Roadmap for 2030. partnerships, and a customer-centric approach.
of 24.82 % over the previous year.
footprint across Exhibitions, Events, Hospitality, Real Estate Our focus in the reporting year has been to revamp and
and engineering sectors. By aligning with India's push for The Board of Directors have proposed a final dividend of ₹ 6/- strengthen our policies framework aligned with the NGRBC
sustainable development, technological integration, and (300%) per equity share, subject to approval of shareholders guidelines and our material ESG priorities. Additionally, we
consumer-centric services, Nesco not only contributes to Looking Ahead
at the forthcoming Annual General Meeting. Our commitment have incorporated ESG governance and associated risks
economic modernisation but also enhances its own market to fiscal prudence and sustainable growth allows us to focus and opportunities with the Risk Management Committee As Nesco stands on the threshold of significant
resilience and growth prospects. This strategic alignment wholeheartedly on delivering value to our customers, and of the Board. expansion, we are primed to capitalise on
underscores Nesco's pivotal role in shaping and benefiting achieving long-term success. promising opportunities ahead. We look
Sustainable development is more than just economic
from India's ongoing economic transformation. forward to achieving substantial growth and
growth. To augment the IGBC certification for all our new
Innovating Across Business Verticals creating lasting value for our stakeholders
developments, we have used all sustainable practices
Driving Growth and Success with strategic foresight and commitment to
Our journey has been one of innovation, resilience, and firm and are investing in more rigorous monitoring to drive
Throughout our Corporate history, we have stayed true to excellence. I would like to thank each and every
commitment to excellence across all our verticals: Exhibitions, improvement. We have transitioned to green energy for our
our philosophy of “BELIEVE and all things will be possible.” one for your continued support and the trust
Events, Hospitality, Realty and Engineering. Our steady major operations and continue to identify opportunities for
The result of this contagious optimism is the Nesco that reposed in your Company.
expansion augments our growth as we watch several new ideas energy efficiency and improving outcomes in waste and
you experience today. The Company has meticulously find form. water management.
implemented an aggressive growth strategy over the past
The exhibition and events business witnessed a revenue We are an organisation that thrives on the dedication
few years, focusing on investing in its people, technology,
growth of 34.17% underpinned by innovative strategies and a and honesty of our colleagues who believe in striving for
systems, and infrastructure to prioritise customer
keen focus on attendee experience. Bombay Exhibition Center excellence in every industry in which we operate. We have Krishna S. Patel
satisfaction. These efforts have significantly benefitted
has successfully added a diverse array of new customers to its built a diverse and competent leadership team having great Chairman and Managing Director
Nesco, resulting in commendable achievements both
portfolio, significantly broadening our reach and enhancing our
financially and in our service offerings.
market presence. Our ability to curate bespoke and captivating
events with reputed artists and organisations across the globe

12 Annual Report 2023-24 Annual Report 2023-24 13

Nesco | Believe

Key Performance Indicators

Corporate Overview
Our Performance Total Income EBITDA PBT

78,312.87
at a glance

46,298.55
53,120.51
(D in lakhs) (D in lakhs) (D in lakhs)

60,911.81

36,697.03
41,195.23
47,411.83

32,068.30

29,222.15

Statutory Reports
26,401.82
38,216.37

25,029.90
35,565.77

22,651.18
21,634.97
Our Numbers Tell Our Story !
Our exceptional financial performance this year,
characterised by robust revenue growth and
increased profitability, emphasises the strength
of our strategic initiatives and operational
excellence.

Financial Statements
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24

14.84%▲ 28.57% ▲ 14.99%▲ 28.95% ▲ 13.33%▲ 26.16% ▲

PAT Net Worth Earnings per Share

2,29,650.51
36,278.36
(D in lakhs) (D in lakhs) (in D)

1,96,452.35

51.49
1,69,505.41
29,063.64

1,52,649.18

41.25
1,35,469.70
23,379.00

18,922.24

33.18
17,249.92

26.86
24.48
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24

15.02%▲ 24.82% ▲ 14.48%▲ 16.90% ▲ 15.03%▲ 24.82% ▲

Book Value per Share Dividend Pay-out Reserves

2,28,241.31
(in D) (in D) (D in lakhs)
325.93

1,95,043.15
1,68,096.21
28.57%

1,51,239.98
278.81

1,34,060.50
4.5
192.26

240.57

YoY growth in Total Income

216.65

3
3
24.82%
YoY growth in PAT
FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24 FY20 FY21 FY22 FY23 FY24

14.48%▲ 16.90% ▲ 19.14%▲ 33.33% ▲ 14.62%▲ 17.02% ▲

▲ Five-year CAGR ▲ YoY growth

14 Annual Report 2023-24 Annual Report 2023-24 15

Nesco | Believe

Strategy for Growth

Corporate Overview
Strategic Roadmap for
Continued Expansion Cost Management

Statutory Reports
Nesco's rapid growth necessitates strategic development plans focusing onto
Optimised Energy Usage Streamlined Procurement Regular Cost Analysis
manage and nurture continued expansion effectively. Our growth is supported The Company employs advanced
by a strong leadership team that works cohesively and is empowered to drive our
We have standardised suppliers and The Company conducts frequent reviews
energy-efficient solutions like smart streamlined purchasing processes of operational expenses to identify
strategic priorities forward. lighting, HVAC systems, and real- across all units to maximise savings and cost-saving opportunities and maintain
time monitoring to reduce utility operational efficiency. financial discipline.

Financial Statements
costs effectively.

Efficiency Improvement
Smart Building Management Data-Driven Demand Forecasting Enhanced Event Management
We utilise cutting-edge building The Company uses software for We employ advanced event
management systems to control energy optimising inventory management and management software to streamline
consumption, enhance tenant comfort, resource allocation. registration and overall event efficiency.
and streamline maintenance.

Employee Development Lean Manufacturing Practices

The organisation invests in various We implement lean principles to minimise
training programs to enhance workforce waste, reduce lead times, and optimise
skills and productivity aligned with resource utilisation in manufacturing.
industry standards.

Operational Reliability
Priorities Action
Rigorous Maintenance Stringent Quality Control Comprehensive Risk Management
Developing and growing in our diverse business Expand and strengthen operations across
segments at a rapid and sustainable pace. various business verticals with a focus on We adhere to strict maintenance We maintain high-quality standards We develop vital strategies to identify,
sustainable growth. schedules to prevent equipment throughout production and service assess, and mitigate risks such
breakdowns, minimise downtime, and delivery to consistently meet as supply chain disruptions and
ensure consistent operations. customer expectations. cybersecurity threats.
Taking our Products internationally, and services Extend Nesco's services across the country and
across Pan India. offer products across national borders.
Cybersecurity Measures Strong Supplier Relationships
Develop our assets in Mumbai and further grow Enhance and expand assets under Nesco Realty The Company employs advanced We cultivate strong partnerships with
Nesco Realty. in Mumbai, leveraging strategic location and cybersecurity protocols, including reliable suppliers to ensure timely
infrastructure for growth. firewalls, encryption, and ongoing delivery, maintain product quality,
training, to protect digital assets and and sustain uninterrupted supply
ensure data security. chain operations.
To make Nesco Center the one stop shop for all Position Nesco Center as a comprehensive
your Business, Social, Food and Beverages and destination offering a wide range of services
Entertainment requirements. including business facilities, social venues, Food
and Beverage options and entertainment activities.

Nesco has also adopted a multifaceted strategic approach to optimise the Company’s operations.

16 Annual Report 2023-24 Annual Report 2023-24 17

ESG at Nesco

Empowering
A Greener Tomorrow

Where green thinking takes root!

To ensure continued progress on our ESG journey, we
are working to prepare Nesco’s ESG Roadmap for 2030

Krishna S. Patel
Chairman and Managing Director

18 Annual Report 2023-24 Annual Report 2023-24 19

Nesco | Believe

ESG

Corporate Overview
Embracing Sustainability Sustainability Performance

Sustainability is integral to Nesco’s business and strategy, shaping the Company’s activities
and operations. It is the beacon to drive continuous improvement, foster stakeholder trust,

Statutory Reports
and create long-term value for all stakeholders. Green Building Energy and Emissions
Conduct regular certifications and Focus on energy efficiency and use of
audits through M/s. Godrej & Boyce digital technology.
ESG Governance Structure Materiality Assessment Ltd. to uphold rigorous green standards Reducing Carbon Footprint through
in construction methods, material renewable energy across its businesses
Nesco's Risk Management Committee of the Board oversees In the financial year 2022-23, Nesco undertook a preliminary selection, landscape design, and

Financial Statements
and influencing customers at the Bombay
the Company's sustainability initiatives. Tasked with reviewing Materiality Assessment to identify key issues relevant to its plantation practices. Exhibition Center.
adherence to sustainable development, the Committee operations and stakeholders. Employing peer benchmarking
integrates sustainability oversight into the Company’s risk as a strategic tool, Nesco compared its ESG priorities against
management framework. The Committee periodically reviews peer companies, aiming to gain insights into industry best 100% 100%
and evaluates the Company’s sustainability policies and practices and emerging trends. Inputs from stakeholders, of IT Park Buildings hold Platinum renewable energy use in its
practices, ensuring they meet regulatory requirements and such as customers, employees, investors, and communities LEED Certification. operations at Nesco IT Parks.
industry standards. It also assesses the impact of Nesco’s were obtained through engagement with stakeholder-facing
operations on the environment and communities, identifying functions. This prioritisation has helped Nesco to allocate
opportunities for improvement and promoting initiatives resources effectively and strategically address critical issues
that reduce the Company’s carbon footprint and enhance that resonate with both internal objectives and external
social responsibility. stakeholder expectations.

Stakeholder Management Health and Safety Training and Development

Recognising stakeholder management as crucial to fostering Health and Safety responsibilities extend Training programs that enhance technical
trust and facilitating better decision-making, Nesco developed beyond its own employees and workers skills, leadership capabilities, and
a policy and engagement framework for its key stakeholders. to all external stakeholders accessing industry knowledge.
These include customers, employees, suppliers, investors, Nesco’s facilities.
and communities.
100% 100%
of employees and workers received of employees and workers covered in
training on health and safety. New HRMS
Nesco’s ESG Priorities Zero to improve learning and development
Recordable work injuries and Zero interventions.
Fatalities.

Environmental Social Governance

• Energy and Emissions • Health, Safety and Wellbeing • Ethics and Governance
• Water • Human Capital Management • Risk Management Robust Policies Framework

• Waste • Customer Centricity and Compliance Nesco has reviewed and enhanced its existing policies and added
• Human Rights new policies that address Nesco’s material priorities and the NGRBC
• Green Building • Sustainable Supply Chain
principles. These policies have appropriate procedures and well-
• Social Impact • Economic Performance
defined accountability to ensure execution in letter and spirit.
• Information Security and
Data Privacy Developed Supplier Code
of Conduct and Human Rights Policies

20 Annual Report 2023-24 Annual Report 2023-24 21

Nesco | Believe

Social – People

Corporate Overview
Employee Experience
Introduction of Human Resource Employee Engagement and Well-being
Management System We strive to create a positive and supportive work environment.
We have successfully implemented AdrenalineMax – Human We offer in-house meals to ensure our employees have
Resource Management System (HRMS) to optimise HR access to healthy and convenient dining options. Our wellness

At Nesco, we recognise that the skills, commitment and diverse perspectives of our operations, enhance employee experiences and drive strategic programmes includes recreational areas for various indoor
games, a rooftop turf for outdoor games and a Gymnasium;
workforce drives innovation, customer satisfaction and long-term success. Our people

Statutory Reports
HR initiatives. Our core HR Management processes have
been automated. Payroll processing, time and attendance, all this provides a space for relaxation and rejuvenation,
operations are designed to Attract, Develop and Retain top talent, fostering a culture of employee self-services, recruitment, onboarding, learning and encouraging a healthy work-life balance. We organise and

excellence and inclusion. Details of our workforce as on 31 March 2024 is as under: development and analytical reporting has kick started and we participate in various cultural and festival activities throughout
expect to have this fully operational in due course of time. the year to foster a sense of community and celebrate diversity.

Promoting Diversity and Inclusion Health and Safety

Financial Statements
At Nesco, we uphold a strong commitment to equal opportunity, Nesco prioritises investments in infrastructure, systems and a
celebrating outstanding work and fostering a sense of dedicated safety team to ensure the well-being of all internal
ownership among our teams. As a diversified conglomerate, and external stakeholders. We take proactive steps to create
we prioritise diversity in our new hires, with dynamic teams a secure environment by implementing safety protocols
spanning various age groups and sectors from engineering to and utilising clear signage to mitigate various hazards. The
exhibitions, hospitality to events and real estate. Company also conducts training sessions for employees,
outsourced security and facility management staff, equipping
Leadership Development them to handle visitor interactions and promptly address any
safety concerns.
Identifying and nurturing future leaders remains a strategic
priority. We are focused on cultivating the next generation of
leaders within our organisation. We have begun our journey Zero
towards succession planning and strengthened our leadership
• Lost Time Injury Frequency Rate (LTIFR)
by hiring senior executives in key strategic business units.
(per one million person-hours worked)
Compensation and other Benefits • Total recordable work-related injuries

We offer a competitive compensation and benefits package • No. of fatalities

across levels that reflect our commitment to our employees' • High-consequence work-related injury or
well-being and financial security. Our remuneration structure ill-health (excluding fatalities)
has elements of fixed and variable pay. We regularly conduct • Complaints on Health and Safety
Particulars of Employee and Workers Male Female Total
a comprehensive review of our compensation structures
to ensure market competitiveness and internal equity. Our
Permanent 185 35 220 generous paid time off practices include vacation days, optional
holidays, maternity and sick leave to ensure our employees
Other than Permanent 117 28 145 have ample time to rest and recharge. We have also enhanced
our other benefit offerings, which include paternity leaves,
Note: This above count does not include headcount from completely outsourced contracts for example security, facility management, accident and term insurance covers.
etc or daily wage workers.
Performance Management
Talent Acquisition and Retention Workplace (PoSH), Human Rights, Whistleblower Policy, and Evaluation
Prevention of Insider Trading, Mac, Human Resource We have implemented clear performance metrics and
We are committed to attracting the best talent in the industry.
Management System (HRMS) and financial planning regular review cycles to provide constructive feedback and
Over the past years, we have made significant strides in
for women. set achievable goals. As a step towards comprehensive
enhancing our talent acquisition strategies. Our retention
methods include competitive compensation and benefit As a part of our ESG vision, we are committed to conduct performance management framework, we have adopted the
packages and career development opportunities, which aim at Learning and Development. Training is planned for all Balanced Score Card approach for our employee assessment
increasing employee advocacy and retention rates. employees on the Code of Business Conduct and Ethics, and development. Our performance cycle follows the
Whistleblower Policy and Prevention of Sexual Harassment fiscal year with performance planning and concludes with
Employee Development and Training at Workplace by 2025. performance reviews in the month of March. Time is of essence
for everything and employee performance evaluation is no
We are dedicated to the continuous professional growth of our exception. Increment letters are digitised through our HRMS
employees. Our focus on upskilling ensures that our workforce Zero Complaints on which is available to the employees before the start of the next
remains agile and equipped to meet the evolving demands of fiscal year. Soon the appraisal process will also be fully digitised.
• Sexual Harassment
our industry.
• Discrimination at workplace
Training sessions were conducted on Health and Safety, • Human rights
Skill Upgradation, Prevention of Sexual Harassment at the • Working conditions

22 Annual Report 2023-24 Annual Report 2023-24 23

Nesco | Believe

Social – Communities

Corporate Overview
Sustainable Business
C. J. Patel English Medium School,
Our CSR spend over the past Karamsad, Gujarat.
three years (K In lakhs)

through CSR
Established to provide English education, follows a modern
curriculum up to 12th grade under Gujarat Education Board.
497.32* 504.11
441.08 Has Over 700+ students

Statutory Reports
Sumant Jethabhai Patel English Medium School,
In our diverse sectors, we have extended our focus beyond mere profitability to Karamsad, Gujarat.
prioritise social impact. We believe true success involves enriching local communities, Caters to CBSE education Board from kindergarten to
empowering youth and uplifting rural societies. 10th grade.
Has over 550+ students
At Nesco, our founder late Mr. J. V. Patel's strong social conscience has always FY22 FY23 FY24
emphasised the importance of giving back as integral to nation-building. Corporate
Sumant Jethabhai Patel English Medium School,

Financial Statements
Tarapur, Gujarat.
accountability is deeply ingrained in our Company's foundation. His legacy continues * Includes an amount of ₹ 42.00 lakhs earmarked for ongoing projects
transferred to Unspent account in terms of Section 135 of the Companies Affiliated with Gujarat Education Board, offers education
to inspire our pioneering initiatives in education and self-sustainability, which have Act, 2013 and the Rules made thereunder. from kindergarten to 12th grade, fostering a balanced
positively impacted thousands of lives through our schools and training institutes. world view.

These efforts unite us as one cohesive family, bound by our commitment to organised Our CSR focus areas and Has over 450+students

welfare initiatives. expenditure for the FY 2023-24^ Sumant Jehthabhai Patel English Kindergarten School,
Karamsad, Gujarat.

E476.50 lakhs Affiliated with Gujarat Education Board, offers education

from Nursery to Sr. KG.
In Education
Has over 150+ students

E22.50 lakhs Sardar Patel Memorial and Trust,

In Health Karamsad, Gujarat.
Sardar Patel Memorial and Trust, Karamsad, Gujarat,
^ Excludes expenditure on administrative overheads.
established in memory of Sardar Patel, hosts a museum and
CSR Policy organises educational events on 7 acres of land.

At Nesco, we lay particular emphasis on enhancing quality Water Supply System – Karamsad
of life for the community in which we live and work. Our CSR
vision is based on embedded tenets of trust, care and the In Karamsad, Nesco has implemented a state-of-the-art
below keystones: water supply system, addressing long-standing challenges
of water transportation and accessibility. This initiative
• Education
has significantly improved community life by providing
• Health
household water connections, fulfilling a long-awaited need
• Infrastructure
in the neighbourhood.
• Sanitation
• Environmental sustainability
• Overall Sustainable development of Society
Healthcare Infrastructure at
Karamsad, Gujarat
Empowering Education Recognising the urgent need for enhanced medical
infrastructure in Karamsad, Nesco had partnered with
J. V. Patel Industrial Training Institute,
Charotar Arogya Mandal to establish the region's inaugural
Karamsad, Gujarat.
surgical ICU. This initiative, supported by J. V. Patel and
Board of Directors CSR Committee Founded on 15 August 1979, the J. V. Patel Industrial H. M. Patel, pioneers comprehensive healthcare services
• Approves CSR Policy and • Recommends CSR policy to Training Institute in Karamsad fills a vital vocational training with nearly 1,000 beds, ensuring accessible and advanced
Annual Action Plan the Board gap. Initially established with a donation of five acres, the medical care 24/7.
Our CSR institute has expanded its programmes over the years. Its
• Reviews and ensures fund • Recommends Annual Action
governance is utilisation as per approved plans Plan and modifications, if any to
graduates are now preferred by top Indian manufacturers CSR activities during the
based on two • Monitors projects along with the Board
and multinationals. FY 2023-24
pillars CSR Committee • Reviews project implementation
C. J. Patel Ladies Hostel,
During the year under review Nesco partnered
Vallabh Vidyanagar, Gujarat.
with reputed implementing agencies namely Ajeenkya
Pioneered early girl child education initiatives by providing D Y Patil University, Aga Khan Education Service, India and
accessible accommodation. It enabled girls from nearby Dr. Vithalrao Vikhe Patil Foundation for its CSR activities
villages to access quality education at Vallabh Vidyanagar, in the field of Education and Health.
breaking barriers and empowering generations of women.

24 Annual Report 2023-24 Annual Report 2023-24 25

Nesco | Believe

Governance

Corporate Overview
Governing with Belief
At Nesco, leadership transcends mere management; it embodies a guiding principle. As our
businesses expand, our leadership places increasing emphasis on translating the ethos of

Statutory Reports
belief into tangible action. This governance philosophy our commitment to effective and
visionary stewardship, ensuring sustainable growth and organisational excellence.

Board of Directors

Financial Statements
Ms. Amrita V. Chowdhury** Dr. Ramakrishnan Ramamurthi^
Independent Director Independent Director

Mr. Krishna S. Patel Mrs. Sudha S. Patel

Chairman and Managing Director Non-executive and Non Independent Director

Mr. Manish I. Panchal^ Mr. Arun L. Todarwal#

Independent Director Independent Director

Statutory Auditors
Mr. Dipesh R. Singhania Ms. Shalini D. Kamath ~ Manubhai & Shah LLP
Chief Financial Officer Company Secretary & Compliance Officer Chartered Accountants

Mr. Mahendra K. Chouhan* Mr. Jai S. Diwanji*

Independent Director Independent Director
Notes: Audit Committee

* Ceased to be Directors from the close of business hours on 31 March 2024 Nomination and Remuneration Committee
on completion of their second term. Corporate Social Responsibility Committee
^ Appointed as Independent Directors w.e.f. 15 July 2023.
# Appointed as Independent Director w.e.f. 13 February 2024.
Stakeholders Relationship Committee

** Re-appointed as Independent Director w.e.f. 14 May 2024. Risk Management Committee

~ Appointed as Company Secretary & Compliance Officer w.e.f. 8 November

2023. Chairperson Member

The Board composition is as on 31 March 2024 and the Committee

composition is on the date of this report.

Mr. K.S. Srinivasa Murty* Mr. Manu M. Parpia*

Independent Director Independent Director

26 Annual Report 2023-24 Annual Report 2023-24 27

Nesco | Believe

Awards and Recognitions

Corporate Overview
Recognised for Excellence

Statutory Reports
Most Promising Business Iconic Brand 2023-24 –
Leaders of Asia 2023 – Bombay Exhibition Center
Mr. Krishna S. Patel (CMD)

Financial Statements
21 March 2023 24 September 2023
The Economic Times The Economic Times

Promising Brand 2023-24 – Food Connoisseurs India

Nesco Foods Awards – Best Pan Asian High –
Street Kiosk – 2024 –
Nesco Foods – "Zuo"

26 September 2023 12 February 2024

The Economic Times Food Connoisseurs India

Food Connoisseurs India Food Connoisseurs India Awards Food Connoisseurs India Awards Dream Companies to Work For
Awards – Best Caterers of the – Best Customer Experience in North India Hi-Street Kiosk – 2024 – Human Resources
Year (Maharashtra) 2024 Food Court – 2023 – Nesco Foods 2024 – Nesco Foods – "Indic”
– Nesco Foods "Indic and Daily Deli"

12 February 2023 15 February 2023 12 February 2024 16 February 2024

Food Connoisseurs India Food Connoisseurs India Food Connoisseurs India World HRD Congress

28 Annual Report 2023-24 Annual Report 2023-24 29

Nesco | Believe

REPORT OF BOARD OF DIRECTORS 5. Share Capital applied have been set out in notes to the financial
statements. The annual financial statements together with

Corporate Overview
During the year under review, there was no change in share
capital of the Company. the report of the auditors’ thereon forms part of this annual
Dear Members, report. Since the Company does not have any subsidiaries,
The Board of Directors are pleased to present herewith the 65th annual report of Nesco Limited along with the audited financial joint venture companies or associates as on 31 March 2024,
6. Transfer to Reserves
statements for the financial year ended 31 March 2024. consolidation of accounts is not applicable to the Company.
The closing balance of the retained earnings of the
Company for FY 2023-24, after all appropriations and
1. Financial Highlights 9. Directors’ Responsibility Statement
adjustments was ₹ 50 lakhs.

Statutory Reports
The table below gives the financial highlights of the Company for the year ended 31 March 2024 on audited financial statements To the best of their knowledge and ability and according
as compared to the previous financial year. to the information and explanations obtained by them,
7. Review of Subsidiaries
your Directors make the following statements in terms of
(` in lakhs)
a. Nesco Foundation for Innovation and Section 134(5) of the Act that:
Audited Financial Results
Particulars
2023-24 2022-23
Development: i. In the preparation of annual accounts for the year
Income 78,312.87 60,911.81 Nesco Foundation for Innovation and Development, ended 31 March 2024, the applicable accounting
Profit before depreciation and tax 51,715.06 39,974.45 the Wholly Owned Subsidiary (“WOS”) of your standards have been followed and no material

Financial Statements
Company has gone under voluntary liquidation departures, have been made from the same;
Depreciation 5,416.51 3,277.42
pursuant to the provisions of Section 59 of Insolvency
Profit Before Taxes 46,298.55 36,697.03 ii. They have selected such accounting policies and
and Bankruptcy Code, 2016 read with applicable
Tax Expenses 10,020.19 7,633.39 applied them consistently and made judgments and
regulations of Insolvency and Bankruptcy Board of
Net Profit after Taxes 36,278.36 29,063.64 estimates that are reasonable and prudent so as to
India (Voluntary Liquidation Process) Regulations,
give a true and fair view of the state of affairs of the
Opening Balance of Retained Earnings 50.00 50.00 2017 w.e.f. 20 October 2023 after seeking approval
Company at the end of the financial year and of the
Amount available for appropriations: 36,407.65 29,109.03 of its Board of Directors and the shareholders.
profit of the Company for that period;
Appropriations: Insolvency professional registered with Insolvency
Dividend 3,170.70 2,113.80 and Bankruptcy Board of India (“IBBI”) is appointed iii. They have taken proper and sufficient care for
as liquidator of this subsidiary for undertaking the the maintenance of adequate accounting records
Transfer to General Reserve 33,186.95 26,945.23
liquidation process. Other formalities of liquidation in accordance with the provisions of the Act for
Closing Balance of Retained Earnings 50.00 50.00
are underway. safeguarding the assets of the Company and
Earning Per Share (Basic) (in `) 51.49 41.25
for preventing and detecting fraud and other
Earning Per Share (Diluted) (in `) 51.49 41.25 b. Nesco Hospitality Private Limited: irregularities, if any;
Nesco Hospitality Private Limited, erstwhile Wholly iv. They have prepared the annual accounts on a going
2. Review of Operations The Dividend, as recommended by the Board of Directors, Owned Subsidiary (“WOS”) of your Company had concern basis;
if approved by shareholders at the forthcoming AGM will gone under voluntary liquidation pursuant to the
The revenue for FY 2023-24 was ` 78,312.87 lakhs, higher
be paid on or before Tuesday, 20 August 2024 to those provisions of Section 59 of Insolvency and Bankruptcy v. They have laid down internal financial controls to be
by 28.57% over the previous year’s revenue of ` 60,911.81
members whose names are registered in the Register of Code, 2016 and other applicable provisions read with followed by the Company and such internal financial
lakhs in FY 2022-23. The Profit After Tax (“PAT”) for FY 2023-
members of the Company as on Friday, 26 July 2024 and applicable regulations of Insolvency and Bankruptcy controls are adequate and operating effectively and
24 was ` 36,278.36 lakhs registering a growth of 24.82%
to the beneficiary holders as per the beneficiary list as Board of India (Voluntary Liquidation Process)
over the PAT of ₹ 29,063.64 lakhs in FY 2022-23. vi. They have devised proper systems to ensure
on Friday, 26 July 2024 provided by National Securities Regulations, 2017 w.e.f. 17 January 2022. The final compliance with the provisions of all applicable
During the year under review, there was no change in the Depository Limited (“NSDL”) and Central Depository report after realisation of assets and liabilities is filed laws and that such systems are adequate and
nature of the Company’s business. The Company continued Services (India) Limited (“CDSL”). with the Registrar of Companies and Insolvency and operating effectively.
to be debt-free and maintained sufficient cash to meet its Bankruptcy Board of India (“IBBI”). An order from
Pursuant to the Finance Act, 2020, dividend income is
strategic and operational requirements. The Company’s National Company Law Tribunal (“NCLT”) is awaited,
taxable in the hands of the members w.e.f. 1 April 2020 10. Management Discussion and Analysis
working capital management is robust and involves a on receipt of which the same shall be filed with the
and the Company is required to deduct tax at source from
well-organised process, which facilitates continuous Ministry of Corporate Affairs (“MCA”). As required by Regulation 34(2) of the Listing Regulations,
dividend paid to the members at prescribed rates as per
monitoring and control over receivables, inventories, and the Management Discussion and Analysis Report forms
the Income Tax Act, 1961. Your Company does not have any material subsidiary.
other parameters. part of this annual report.
The Register of Members and Share Transfer Books of the There are no associates or joint venture companies
The performance of the Company’s divisions is detailed in within the meaning of Section 2(6) of the Companies
Company will be closed from Saturday, 27 July 2024 to 11. Directors and Key Managerial Personnel
the Management Analysis and Discussion Report. Act, 2013 (“the Act”).
Friday, 2 August 2024 (both days inclusive) for the purpose
As on 31 March 2024, the Board comprised of ten Directors
of Annual General Meeting and Dividend. Since both the above subsidiaries are into liquidation
3. Declaration and Payment of Dividend (including two women Directors) eight of which were Non-
there is no requirement for these subsidiaries for executive Independent Directors, one Non-executive Non-
In line with the practice of returning substantial free 4. Dividend Distribution Policy preparing its financial statements for the FY 2023-24. independent Director and a Managing Director who is also
cash flow to shareholders and based on the Company’s
Dividend payout is in accordance with the Company’s the Chairman.
performance, your Directors are pleased to recommend
Dividend Distribution Policy. As per Regulation 43A of the 8. Financial Statements
a final dividend of ₹ 6/- (300%) (₹ 4.50/- per equity share Mrs. Sudha S. Patel (DIN:00187055), Non-executive Non-
SEBI (Listing Obligations and Disclosure Requirements) Your Company has adopted accounting principles generally
declared and paid in the previous year) per equity share of independent Director, who retires by rotation at the
Regulations, 2015, (“Listing Regulations”), the Dividend accepted in India including the Indian Accounting Standards
₹ 2 each for the financial year ended 31 March 2024. The ensuing AGM and being eligible has offered herself for
Distribution Policy is available on the Company’s website at (“Ind AS”) notified by Ministry of Corporate Affairs (“MCA”)
total dividend for the financial year 2023-24, would involve re-appointment and continuation as a Director who has
https://www.nesco.in/resources/images/pdf/policy/ and the relevant provisions of the Companies Act, 2013 and
a total outflow of ₹ 4,227.60 lakhs. attained the age of (75) seventy-five years in terms of
dividend-distribution-policy.pdf the general circulars issued by the MCA from time to time. Regulation 17(1A) of the Listing Regulations. A resolution
The material accounting policies which are consistently

30 Annual Report 2023-24 Annual Report 2023-24 31

Nesco | Believe

seeking shareholders’ approval for her re-appointment In the opinion of the Board, all the Independent made by these Committees were accepted by the Board. 17. Nomination and Remuneration Policy
along with other required details forms part of the Notice. Directors are persons of integrity, fulfil requisite Details of Committees, their composition, meetings held

Corporate Overview
The Board, on the recommendation of the Nomination and
conditions as per applicable laws and are and attended by members, including their reconstitution Remuneration Committee (“NRC”), has adopted a policy for
The Board of Directors at its meetings held on:
independent of the management of the Company. post the change in the Board of Directors are provided the selection, appointment of Directors, Key Managerial
i. 24 May 2023 based on the recommendations of in the Corporate Governance Report forming part of this Personnel, Senior Management Personnel and other
Pursuant to the provisions of Section 149 of the
the Nomination and Remuneration Committee, annual report. employees of the Company.
Act, the Independent Directors have submitted
approved the re-appointment of Mr. Krishna S. Patel
declarations that each of them meets the criteria of The Policy is available on the Company’s website at https://
(DIN:01519572) as the Chairman & Managing Director 15. Board Evaluation
independence as provided in Section 149(6) of the Act www.nesco.in/resources/images/pdf/policy/nomination-
of the Company for a period of five years w.e.f. 1 July

Statutory Reports
along with Rules framed thereunder and Regulation In terms of the provisions of the Act, the Rules made and-remuneration-policy.pdf
2023 upto 30 June 2028 which was subsequently
16(1)(b) of the Listing Regulations. The Directors have thereunder, Listing Regulations and the Nomination
approved by the shareholders at the AGM held on The NRC Policy provides details of the procedures and
further confirmed that they are not debarred from and Remuneration Policy of the Company, the Board
4 August 2023. criteria for appointment and payment of remuneration to
holding office of Director under any SEBI order or of Directors have carried out an annual performance
ii. 12 July 2023 based on the recommendations of any such other authority. The Independent Directors evaluation of its own performance, Board Committees and Directors, Key Managerial Personnel, Senior Management
the Nomination and Remuneration Committee, of the Company have undertaken requisite steps individual Directors. Personnel, and other employees of the Company. The
approved the appointment of Mr. Manu M. Parpia towards the inclusion of their names in the data bank salient features of the Policy is as under:
In terms of the Nomination and Remuneration Policy of
(DIN:00118333) as an additional and Independent of Independent Directors maintained with the Indian

Financial Statements
the Company, the Board of Directors at its meeting held Whole Time Directors
Director of the Company for a second term from Institute of Corporate Affairs, in terms of Section 150
on 13 February 2024 evaluated the performance of the
15 July 2023 till 31 March 2024 which was read with Rule 6 of the Companies (Appointment and The NRC shall be responsible for identifying suitable
Board, after seeking inputs from all the Directors based on
subsequently approved by the shareholders Qualification of Directors) Rules, 2014. persons for appointment/re-appointment of the Directors
a structured questionnaire containing criteria such as the
through a Postal Ballot on 7 October 2023. of the Company. The proposed persons shall possess
During the year there has been no change in the Board composition and structure, effectiveness of Board
appropriate expertise, experience, and knowledge in
iii. 12 July 2023 based on the recommendations of circumstances affecting their status as Independent processes, information, functioning, etc. The performance
one or more fields of business of the Company, finance,
the Nomination and Remuneration Committee, Directors of the Company. During the year under of the individual Directors was based on criteria such as the
law, management, sales, marketing, administration,
approved the appointment of Dr. Ramakrishnan review, the Non-executive Directors of the Company contribution of the individual Director to the Board and
real estate, Corporate Social Responsibility, Corporate
Ramamurthi (DIN:00120246) and Mr. Manish I. Panchal had no pecuniary relationship or transactions with the Committee meetings, preparedness on the issues to be
Governance, or such other areas related to the Company’s
(DIN:08431492) as additional and Independent Company, other than receiving dividend on shares if discussed, meaningful and constructive contribution and
business as determined by the NRC. The Company
Directors of the Company to hold office for a term any held by them, sitting fees for attending the Board inputs in meetings, etc.
pays remuneration by way of salary, perquisites and
of five consecutive years w.e.f. 15 July 2023 upto and Committee meetings, and reimbursement of
The performance of the Committees was evaluated by the allowances (fixed component) and commission (variable
14 July 2028 which was subsequently approved expenses, if any.
Board after seeking inputs from the Committee members components wherever applicable as per terms of
by the shareholders through a Postal Ballot on
based on criteria such as the composition of Committees, appointment) to its Whole Time Director. Salary is paid
7 October 2023. 12. Key Managerial Personnel effectiveness of Committee Meetings, their contributions, based on the recommendations of the Nomination and
iv. 13 February 2024 based on the recommendations Ms. Jinal J. Shah has resigned as the Company Secretary & recommendations to the Board, etc. Remuneration Committee and as approved by the Board
of the Nomination and Remuneration Committee, Compliance Officer of the Company w.e.f. 18 August 2023 of Directors, subject to the approval of the shareholders
The above structured criteria were broadly based on the
approved the appointment of Mr. Arun L. Todarwal and Ms. Shalini Kamath was appointed as the Company within the limits stipulated under the Act and the Rules
Guidance Note on Board Evaluation issued by the Securities
(DIN:00020916) as an additional and Independent Secretary & Compliance Officer of the Company w.e.f. made thereunder. The remuneration paid to the Whole
and Exchange Board of India and The Institute of Company
Director of the Company for a term of five consecutive 8 November 2023. Time Director is determined keeping in view the industry
Secretaries of India.
years w.e.f. 13 February 2024 upto 12 February benchmark and the relative performance of the Company
Pursuant to the provisions of Section 203 of the Act,
2029 which was subsequently approved by the The Independent Directors at their separate meeting, compared to the industry performance.
Mr. Krishna S. Patel, Chairman & Managing Director,
shareholders through a Postal Ballot on 21 March 2024. reviewed the performance of Non-independent Directors
Mr. Dipesh R. Singhania, Chief Financial Officer and
and the Board as a whole, Chairperson of the Company Non-executive Directors
v. 13 February 2024 based on the recommendations Ms. Shalini Kamath, Company Secretary & Compliance
after considering the views of the Non-executive Directors, Non-executive Directors receive sitting fees for attending
of the Nomination and Remuneration Committee, Officer are the Key Managerial Personnel (“KMP”) of the
the quality, quantity and timeliness of flow of information meetings of the Board and its Committees as per the
approved the re-appointment of Ms. Amrita V. Company as on 31 March 2024.
between the management and the Board that is necessary provisions of the Act and the Rules made thereunder.
Chowdhury (DIN:02178520) as an Independent
for the Board to effectively and reasonably perform Besides payment of sitting fees and dividends on equity
Director of the Company for a second term of five 13. Number of meetings of the Board their duties. shares, if any, held by the Non-executive Directors, no other
consecutive years w.e.f. 14 May 2024 upto 13 May
During the year under review, five meetings of the remuneration or payments are made to them.
2029 which was subsequently approved by the The performance was thereafter rated based on the
Board were held, the details of which are given in the
shareholders through a Postal Ballot on 21 March 2024. criteria’s set by the Nomination and Remuneration
Corporate Governance Report which forms part of this Key Managerial Personnel (KMPs other than
Committee. The overall performance evaluation exercise
Mr. Mahendra K. Chouhan, Mr. Jai S. Diwanji, Mr. K.S. annual report. The maximum interval between any two Executive Director)
was completed to the satisfaction of the Board. The Board
Srinivasa Murty and Mr. Manu M. Parpia ceased to be meetings did not exceed one hundred and twenty days, as
of Directors deliberated on the outcome and agreed to The Managing Director shall be responsible for identifying
Directors of the Company from the close of business prescribed by the Act and the Listing Regulations.
take necessary steps going forward. suitable persons for the position of Key Managerial
hours on 31 March 2024, pursuant to completion of
Personnel i.e. Chief Financial Officer and Company
their second term as Independent Directors of the 14. Committees of the Board
16. Familiarisation Programme for Independent Secretary. While evaluating a persons for appointment as
Company. The ability of the Independent Directors
The Committees of the Board focus on certain specific Key Managerial Personnel, factors such as competence,
to foster a collaborative and supportive environment Directors
areas and make informed decisions in line with the integrity, qualifications, expertise, skills, and experience
has created a Board culture that was not only All Independent Directors are familiarised with the
delegated authority. The Board has constituted five shall be taken into consideration.
productive but was also deeply enriching. The Board operations and functioning of the Company at the time of
committees namely Audit Committee, Nomination and
places on record its appreciation for the substantial their appointment and on an ongoing basis. Refer to the The remuneration of KMP other than the Executive Director
Remuneration Committee, Corporate Social Responsibility
contributions made by these Directors. paragraph on Familiarisation Programme in the Corporate largely consists of basic salary, perquisites, allowances and
Committee, Stakeholders’ Relationship Committee and
Governance Report. variable pay.
Risk Management Committee. All the recommendations

32 Annual Report 2023-24 Annual Report 2023-24 33

Nesco | Believe

Perquisites and retirement benefits are paid according to The monitoring of these controls is undertaken by the Audit A brief profile of the said auditors and other information 23. Secretarial auditor and audit report
the Company’s policy. The NRC reviews the performance Committee through periodic management reviews and required for their appointment is forming part of the

Corporate Overview
The secretarial audit for the financial year ended 31 March
of the KMPs annually and recommends their increments discussions with the Group Risk Committee members. The Notice of the 65th AGM and the Board recommends 2024 was carried out by Ms. Neeta H Desai (COP No. 4741)
for approval of the Board. Company while deciding the internal auditor conducts independent audits of various risk seeking consent of its members at the ensuing AGM for of M/s. ND & Associates, Practicing Company Secretary.
remuneration package also takes into consideration the areas as per pre-approved internal audit plans. A section on appointment of the said auditors. The report given by the secretarial auditor is set as
expertise contributed by the KMP, current employment internal control is included in the Management Discussion Annexure B and forms an integral part of this report. The
scenario and remuneration package prevalent in the and Analysis Report forming part of this annual report. The report given by the retiring auditors M/s. Manubhai &
secretarial audit report does not contain any qualifications,
industry and peer group companies. Shah LLP, on the financial statements of your Company for
reservations, adverse remarks, or disclaimers except for
the financial year ended 31 March 2024 is part of the annual
20. Material changes and commitment, if their observation which is self-explanatory and detailed in

Statutory Reports
Senior Management Personnel (“SMP”) report. The notes on the audited financial statements
any, affecting the financial position of the the secretarial audit report.
referred to in the Auditors’ Report are self-explanatory and
The Managing Director reviews the performance of
Company from the end of the financial year do not call for any comments. The Auditors’ Report does During the year, the secretarial auditor has not reported
the SMPs and recommends the same for the approval
till the date of this Report not contain qualifications, reservations, adverse remarks any matter under Section 143(12) of the Act, therefore
of the NRC who thereafter recommends the same for
or disclaimers. no detail is required to be disclosed under Section
approval of the Board. While deciding the remuneration There were no material changes and commitment affecting
134(3)(ca) of the Act. In terms of Section 204 of the
package the Company also takes into consideration the the financial position of the Company from the end of the The auditors have issued an unmodified opinion on the Companies Act, 2013 read with the Companies
current employment scenario and remuneration package financial year till the date of this report. There has been no

Financial Statements
audited financial statements for the financial year ended (Appointment and Remuneration of Managerial Personnel)
prevalent in the industry and peer group companies. change in the nature of business of your Company. 31 March 2024. During the year under review, the auditors Rules, 2014, the Board of Directors have appointed
have not reported any matter under Section 143(12) of the Ms. Neeta H. Desai of ND & Associates, Practicing Company
Other employees 21. Statutory auditors and audit report Act and therefore no details are disclosed under Section Secretary as the secretarial auditor of the Company for
The appointment and remuneration including revision M/s. Manubhai & Shah LLP, Chartered Accountants Firm 134(3)(ca) of the Act. the financial year ending 31 March 2025. Your Company
in remuneration of other employees shall be decided Registration No.: 106041W/W100136), were re-appointed has received her written consent that the appointment
by the Human Resources Department in consultation as statutory auditors of the Company to hold office for a 22. Cost auditors and audit report is in accordance with the applicable provisions of the Act
with the matrix manager within the overall framework of second term from the conclusion of the 60th AGM (held and Rules framed thereunder. The secretarial auditor has
compensation and appraisal practices of the Company and Your Company is required to make and maintain cost
on 5 August 2019) upto the conclusion of the 65th AGM confirmed that she is not disqualified to be appointed as
under the overall authority of the Managing Director. records as specified by the Central Government under
(to be held on 2 August 2024). As per the provisions of the the secretarial auditor of the Company for the financial
sub-section (1) of Section 148 of the Act. Accordingly, your
Act and the Rules made thereunder no listed company year ending 31 March 2025 and also holds the peer
Company has been making and maintaining such cost
18. Corporate Social Responsibility (“CSR”) shall appoint an audit firm (including its affiliate firms) review certificate.
as auditors for more than two terms of five consecutive records as per the requirements. In terms of Section 148
Your Company’s CSR initiatives and activities are aligned
years. M/s. Manubhai & Shah LLP, Chartered Accountants, of the Act read with Companies (Cost Records and Audits)
to the requirements of Section 135 of the Act and the
Rules, 2014, the Audit Committee recommended and the
24. Risk Management
Rules made thereunder. A brief outline on the initiatives will complete their second term at the conclusion of the
Board of Directors has appointed M/s. Y.S. Thakar & Co., The objective of the Risk Management process in the
undertaken by the Company on CSR activities during forthcoming 65th AGM. The Board places its appreciation
Cost Accountants, (Firm Registration No. 000318) being Company is to enable value creation in an uncertain
the year are set out in Annexure A of this report in the for the services rendered by the retiring auditors during
eligible, as cost auditors of the Company, to carry out the environment, promote good governance, address
format prescribed in the Companies (Corporate Social their term as the statutory auditors of the Company.
cost audit of the products manufactured by the Company stakeholder expectations proactively, and improve
Responsibility Policy) Rules, 2014. Pursuant to Section 139 of the Act, and on the organisational resilience and sustainable growth. Your
in relation to the financial year ending 31 March 2025 for its
During the FY 2023-24, the Company has spent ₹ 504.11 recommendation of the Audit Committee, it is now Company has developed and implemented a Risk
Indabrator division at Gujarat. Your Company has received
lakhs towards CSR expenditure, in terms of the CSR annual proposed to appoint, M/s. S G D G & Associates LLP Management Policy. The Board of Directors of the
their written consent that the appointment is in accordance
action plan approved by the CSR Committee and the (“S G D G”) Chartered Accountants (Firm Registration No.: Company has constituted a Risk Management Committee
with the applicable provisions of the Act and Rules framed
Board of Directors, from time to time. The CSR initiatives W100188), as statutory auditors of the Company for a to frame, implement and monitor the risk management
thereunder. The cost auditors have confirmed they are
of the Company were under the thrust areas of education term of five consecutive years from the conclusion of plan for the Company. The Board has set the terms of
not disqualified to be appointed as the cost auditors of
and health. the 65th AGM till the conclusion of the 70th AGM at such reference on the basis of which the Committee functions
your Company for the year ending 31 March 2025. The
remuneration as may be determined by the Board of and is responsible for monitoring and reviewing the risk
The CSR Policy is available on the Company’s website at Directors and the said auditors from time to time on the remuneration of cost auditors has been approved by the management plan and ensuring its effectiveness. The
https://www.nesco.in/resources/images/pdf/policy/CSR- recommendation of the Audit Committee. Board of Directors on the recommendation of the Audit Audit Committee has additional oversight in financial
policy.pdf. For other details regarding the CSR Committee Committee. In terms of the Act and Rules made thereunder, risks and controls. In the opinion of the Board of Directors
please refer to the Corporate Governance Report, which is After evaluating and considering various factors such the requisite resolution for ratification of remuneration of during the year, there were no elements of risks identified
a part of this annual report. as industry experience, competency of the audit team, the cost auditors by the members has been set out in the which may threaten the existence of the Company. Details
efficiency in conduct of audit, independence, etc., the Board Notice of the 65th AGM of your Company. In the opinion of of the constitution of the Risk Management Committee
of Directors of the Company based on the recommendation
19. Internal financial control systems and their the Directors, considering the limited scope of audit, the are given in the Corporate Governance Report. A section
of the Audit Committee has proposed the appointment of
adequacy proposed remuneration payable to the cost auditors would on Risk Management practices of the Company is included
S G D G as the statutory auditors of the Company.
be reasonable, fair and commensurate with the scope of in the Management Discussion and Analysis Report, which
Internal controls are the backbone of governance. The S G D G have consented to their appointment as the statutory
work carried out by them. The cost audit report for the forms part of this annual report.
Company has in place systems, policies and procedures auditors and have confirmed that the appointment if made,
year ended 31 March 2023 was filed with the Ministry of
for ensuring efficient conduct of its business, prevention would be within the limits specified under Section 141(3)(g)
Corporate Affairs on 19 June 2023. 25. Whistle Blower Policy and Vigil Mechanism
and detection of frauds and errors with remedial measures of the Act and that they are not disqualified to be appointed
and safeguard of the Company’s assets. These financial as the statutory auditors in terms of the provisions of Section The cost Auditors’ Report does not contain any Your Company has zero tolerance for any form of unethical
controls also ensure the accuracy and completeness of the 139 and 141 of the Act and the Rules framed thereunder. The qualifications, reservations, adverse remarks, or disclaimers. conduct or behaviour and it adheres to uncompromising
accounting records and the timely preparation of reliable Company has received the willingness, eligibility, and peer During the year under review, the cost auditors have not integrity in the conduct of its business. The Company
financial statements as per the regulatory requirements. review certificate from the proposed statutory auditors. reported any matter under Section 143(12) of the Act, and has in place a Whistle Blower Policy through which
therefore no details are disclosed under Section 134(3)(ca) its Stakeholders, Directors, and Employees can report
of the Act. genuine concerns about unethical behaviour and actual

34 Annual Report 2023-24 Annual Report 2023-24 35

Nesco | Believe

or suspected fraud or violation of the Company’s Code and general meetings issued by the Institute of Company related to sexual harassment at the workplace. All women 37. Human Resources
of Business Conduct and Ethics. The Policy provides for Secretaries of India. employees (permanent, temporary, contractual and

Corporate Overview
Please refer to the paragraph on Human Resources and
adequate safeguards against victimisation of Director(s)/ trainees) are covered under this Policy. The Policy also Industrial Relations in the Management Discussion and
Employee(s) who may avail redressal mechanism as 30. Corporate Governance provides for the requisite checks, balances and safeguards Analysis section.
stipulated under the Policy. It also provides for direct to ensure that no employee is victimised or harassed for
As required under Regulation 34 of the Listing Regulations,
access to the Chairman of the Audit Committee as may be reporting and bringing up such incidents in the interest
a Report on Corporate Governance along with a certificate 38. General disclosures
applicable. It is affirmed that no person has been denied of the Company. The ICC has not received any complaints
of compliance from the auditors’ forms part of the During the year, there were no transaction requiring
access to the Audit Committee. The e-mail id for reporting during the financial year.
annual report. disclosure or reporting in respect of matters relating to:
genuine concerns is [email protected]

Statutory Reports
This Policy is available on the website of the Company at (a) details relating to deposits covered under Chapter V of
This Policy is available on the website of the Company at 31. Energy Conservation, Technology Absorption https://www.nesco.in/resources/images/pdf/policy/ the Act; (b) issue of equity shares with differential rights
https://www.nesco.in/resources/images/pdf/policy/ policy-on-sexual-harrassment-at-workplace.pdf. The same as to dividend, voting or otherwise; (c) raising of funds
and Foreign Exchange Earnings and Outgo
whistle-blower-policy.pdf and also is posted on the intra is also available on the intranet of the Company. During through preferential allotment or qualified institutions
net of the Company. During the year, an awareness session The particulars of Energy Conservation, Technology the year, an awareness session was conducted for the placement; (d) pendency of any proceeding under the
was conducted for the employees on the said Policy. Absorption, and Foreign Exchange Earnings and Outgo as employees on the said Policy. Insolvency and Bankruptcy Code, 2016 and (e) instance of
prescribed under Section 134(3)(m) of the Act and Rules
one-time settlement with any bank or financial institution.
made thereunder are set out in Annexure C to this report.

Financial Statements
26. Particulars of Loans, Guarantees, and 35. Business Responsibility and Sustainability
Investments Report 39. Acknowledgement
32. Particulars of Employees and related
Details of Loans, Guarantees, and Investments covered In terms of Regulation 34 of the Listing Regulations read Your Directors wish to convey their appreciation for
disclosures
under the provisions of Section 186 of the Act are given in with relevant SEBI Circulars, new reporting requirements the support extended by its customers, bankers,
the notes to the financial statements. Disclosures pertaining to remuneration and other details on ESG parameters were prescribed under the Business employees, government agencies, suppliers, shareholders’
as required under Section 197(12) of the Act and Rule Responsibility and Sustainability Report (“BRSR”). The and all others associated with the Company as its
5(1) of the Companies (Appointment and Remuneration BRSR seeks disclosure on the performance of the Company business partners.
27. Related Party Transactions
of Managerial Personnel) Rules, 2014 as amended, are against nine principles of the National Guidelines on
During the year under review, prior approval of the Audit annexed as Annexure D to this report. For and on behalf of the Board of Directors,
Responsible Business Conduct (“NGRBC”). As per the SEBI
Committee and Board of Directors was sought for Related
In terms of the provisions of Section 197(12) of the Act and Circulars, effective from the FY 2022-23, filing of BRSR is
Party Transactions (“RPTs”) wherever required. The RPTs
Rules 5(2) and 5(3) of the Companies (Appointment and mandatory for the top 1000 listed companies by market Krishna S. Patel
entered by the Company with the related parties were
Remuneration of Managerial Personnel) Rules, 2014 as capitalisation and forms an integral part of this report. Mumbai Chairman and Managing Director
on arm’s length basis and in ordinary course of business.
amended, details of employee’s remuneration form part 20 May 2024 DIN: 01519572
Except to the extent of the shares held in the Company,
the remuneration and sitting fees paid to the Directors of of this report. However, as per the provisions of Sections 36. Credit Rating
the Company, none of the Directors and Key Managerial 134 and 136 of the Act, the annual report and financial The Company continues to remain debt free. There was no
Personnel have any material pecuniary relationship vis-à- statements are being sent to the members and others requirement to avail credit rating from any agencies for the
vis the Company. The details of the RPTs as per Ind AS-24 on entitled thereto, excluding the information on employees’ year under review.
Related Party Disclosures are set out in Note no. 42 to the particulars. Any member interested in obtaining a copy
audited financial statements of the Company. of the same may write to the Company Secretary at
[email protected]
There are no materially significant related party transactions
that may have potential conflict with the interest of the
33. Annual Return
Company at large. None of the transactions with related
parties fall under the scope of Section 188(1) of the Act. The annual return of the Company for the financial year
Accordingly, the disclosure of related party transactions ended 31 March 2024 in accordance with Section 92(3)
as required under Section 134(3)(h) of the Act in Form of the Act read with the Companies (Management and
AOC-2 is not applicable to the Company for FY 2023-24 Administration) Rules, 2014 is available on the website of
and hence does not form part of this report. The Policy the Company at https://www.nesco.in/financials Refer the
on Related Party Transactions as approved by the Board section annual reports-annual return.
is uploaded on the Company’s website and the weblink is
https://www.nesco.in/resources/images/pdf/policy/ 34. Disclosure under the Sexual Harassment of
policy-on-related-party-transactions.pdf Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
28. Significant and material orders passed by the
The Company has zero tolerance for sexual harassment
regulators/courts/tribunals at workplace and has adopted a Policy on Prevention,
During the year under review no significant or material Prohibition and Redressal of Sexual Harassment at
orders were passed by the regulators or courts or tribunals Workplace in line with the provisions of the Sexual
which has impact on the Company’s going concern status Harassment of Women at Workplace (Prevention,
and its operations in the future. Prohibition and Redressal) Act, 2013 and Rules framed
thereunder. An Internal Complaints Committee (“ICC”)
29. Compliance with Secretarial Standards has been setup to redress complaints received regarding
sexual harassment. The Policy has set guidelines on the
During the FY 2023-24, the Company has complied with the
redressal and inquiry process that is to be followed by
Secretarial Standards on meetings of the Board of Directors
complainants and the ICC whilst dealing with issues

36 Annual Report 2023-24 Annual Report 2023-24 37

Nesco | Believe

ANNEXURE A 6. Sr.
Particulars ` in lakhs
No.

Corporate Overview
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES (a) Amount spent on CSR Projects (both ongoing projects and other than ongoing projects 499.00
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2024 (b) Amount spent in administrative overheads 5.11
Pursuant to Section 135 of the Companies Act, 2013 (“the Act”) read with the Companies (c) Amount spent on impact assessment, if applicable Not Applicable
(Corporate Social Responsibility Policy) Rules, 2014
(d) Total amount spent for the financial year 6(a)+6(b)+6(c) 504.11

1. Brief outline on CSR Policy of the Company: (e) CSR amount spent or unspent for the financial year:

At Nesco, we lay particular emphasis on enhancing quality of life for the community in which we live and work. Our CSR vision Amount unspent (K in lakhs)

Statutory Reports
Total Amount Spent
is based on embedded tenets of trust, care and the below keystones: Total Amount transferred to Unspent CSR Amount transferred to any fund specified under Schedule VII as per
for the financial year
Account as per Section 135(6) of the Act second proviso to Section 135(5) of the Act
1. Education Amount Date of transfer Name of the Fund Amount Date of transfer

2. Health 504.11 - - - - -

3. Infrastructure (f) Excess amount for set off, if any:

Sr.
4. Sanitation Particulars ` in lakhs

Financial Statements
No.

5. Environmental sustainability (a) Two percent of average net profit of the Company as per section 135(5) of the Act 501.21
(b) Total amount spent for the financial year 504.11
6. Overall sustainable development of society
(c) Excess amount spent for the financial year [(b)-(a)] 2.90
The projects undertaken by the Company are within the broad framework of Schedule VII of the Companies Act, 2013 and the (d) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any -
Rules made thereunder. The Company’s CSR initiatives has played pivotal role in improving the lives of the communities and (e) Amount available for set off in succeeding financial years [(c)-(d)] 2.90
society at large in and around our operations with an objective to energise, involve and enable them to realise their potential.
This has also enabled us to fulfil our commitment to be a socially responsible corporate citizen. 7. Details of Unspent CSR amount for the preceding three financial years: ₹ in lakhs
Amount transferred Balance Amount Amount Amount transferred to any
Amount remaining
2. Composition of CSR Committee: Preceding
to Unspent CSR in Unspent CSR spent in the fund specified under Schedule
as on 31 March 2024
Sr. Account under Account under Reporting VII as per section 135(6), if any
financial to be spent in the Deficiency
No. of Committee Meetings held and No. section 135 (6) of section 135 (6) of Financial Date of
Sr. year Name of Amount succeeding financial
Name of Members Nature of Directorship attended during the FY 2023-24 the Act the Act as on 1 April Year transfer
No. the Fund years
2023
Held Attended
1. Mrs. Sudha S. Patel Non-executive Non-independent Director (Chairperson) 1 1 (a) 2021-22 42.00 33.61 18.34 - 15.27 -
2. Mr. Krishna S. Patel Chairman & Managing Director (Member) 1 1 Total 42.00 33.61 18.34 - 15.27 -
3. Mr. Mahendra K. Chouhan* Non-executive Independent Director (Member) 1 1
4. Mr. Jai S. Diwanji* Non-executive Independent Director (Member) 1 1 8. Whether any capital assets have been created or acquired through Corporate Social Responsibility
* ceased to be members of the CSR Committee post completion of their second term as Independent Directors of the Company from the close of amount spent in the financial year: No
business hours on 31 March 2024.
w.e.f. 1 April 2024, the CSR Committee is reconstituted by the Board of Directors with Mrs. Sudha S. Patel as the Chairperson, Mr. Arun L. Todarwal 9. Specify the reason(s), if the Company has failed to spend two percent of the average net profit as
(Independent Director) and Dr. Ramakrishnan Ramamurthi (Independent Director), as the members of the Committee.
per section 135(5) of the Act: Not Applicable
3. Web-links where composition of CSR Committee, CSR Policy and CSR Projects approved by the
Sudha S. Patel Krishna S. Patel
Board are disclosed on the website of the Company:
Chairperson of CSR Committee Chairman and Managing Director
Particulars Weblink DIN: 00187055 DIN: 01519572
CSR Committee https://www.nesco.in/Corporate%20Social%20Responsibility%20Committee.pdf 20 May 2024
CSR Policy https://www.nesco.in/CSR%20policy.pdf Mumbai
CSR Projects https://www.nesco.in/resources/images/pdf/CSR-annual-action-plan%20for-FY-2023-24.pdf

4. Executive summary along with web-links of Reports of Impact Assessment of CSR Projects carried
out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014, if applicable:
Impact Assessment is not applicable to the Company.

5. Sr. No. Particulars ` in lakhs

(a) Average net profit of the Company as per Section 135(5) of the Act 25,060.34
(b) Two percent of average net profit of the Company as per Section 135(5) of the Act 501.21
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years 0.00
(d) Amount required to be set off for the financial year, if any 0.00
(e) Total CSR obligation for the financial year 5(b)+5(c)-5(d) 501.21

38 Annual Report 2023-24 Annual Report 2023-24 39

Nesco | Believe

ANNEXURE B (g) The Foods Safety and Standards Act, 2006; items before the meeting and for meaningful participation at
Form No. MR-3 the meeting.

Corporate Overview
(h) The Trademarks Act, 1999; and
SECRETARIAL AUDIT REPORT Majority decision is carried through, while the dissenting
(i) Applicable Municipal/Panchayat Laws
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2024 members views are captured and recorded as part of the minutes.
Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies We have also examined compliance with the applicable
We further report that there are adequate systems and processes
(Appointment and Remuneration Personnel) Rules, 2014 clauses of the following:
in the Company commensurate with the size and operations, to
(a) Secretarial Standards issued by The Institute of monitor and ensure compliance with all the applicable Laws,
Company Secretaries of India with respect to Board Rules, Regulations and Guidelines.

Statutory Reports
To, (a) The Securities and Exchange Board of India
(SS–1) and general meetings (SS–2) and
The Members (Substantial Acquisition of Shares and Takeovers) We further report that during the review period, the following
Nesco Limited Regulations, 2011; (b) The provisions of SEBI (Listing Obligations and events have taken place which has a major bearing on the
Nesco Center Disclosure Requirements) Regulations, 2015 (“LODR”). Company’s affairs in pursuance of the above referred Act, Laws,
(b) The Securities and Exchange Board of India
Western Express Highway Rules, Regulations, Guidelines, Standards, etc.
(Prohibition of Insider Trading) Regulations, 2015; During the period under review and as per the explanations/
Goregaon (East)
representation made by the management, the Company has (a) Mr. Mahendra K. Chouhan, Mr. Jai S. Diwanji and
Mumbai - 400063 (c) The Securities and Exchange Board of India (Issue of
complied with the provisions of the Act, Rules, Regulations, Mr. Srinivasa Murty Sesha Kuruganti ceased to be
Capital and Disclosure Requirements) Regulations,

Financial Statements
We have conducted the secretarial audit of the compliance Guidelines, Standards, etc., mentioned above except as under: Independent Directors of the Company post completion
2018; (Not applicable to the Company during the
of applicable statutory provisions and the adherence to of their second term on the close of business hours on 31
Audit period) Due to clerical error, the Company omitted to note that Mr. Manu
good corporate practices by Nesco Limited (hereinafter March 2024.
M. Parpia’s term as an Independent Director ended on 9 May
called “the Company”). Secretarial Audit was conducted in a (d) The Securities and Exchange Board of India (Share
2022, and he continued to serve on the Board of Directors and (b) Dr. Ramakrishnan Ramamurthi and Mr. Manish I. Panchal
manner that provided us a reasonable basis for evaluating the Based Employee Benefits & Sweat Equity) Regulations,
Audit Committee for more than one year even after cessation of were appointed as Independent Directors of the Company
corporate conducts/statutory compliances and expressing our 2021; (Not applicable to the Company during the
his tenure. Upon this fact coming to the Company’s knowledge for a term of five consecutive years w.e.f. 15 July 2023 upto
opinion thereon. Audit period)
in May 2023, it immediately took corrective measures including 14 July 2028 duly approved by the shareholders vide Postal
Based on our electronic and physical verification of the Nesco (e) The Securities and Exchange Board of India (Registrars disclosure. The Company thereafter appointed Mr. Manu M. Ballot on 7 October 2023.
Limited’s books, papers, minutes books, forms and returns filed to an Issue and Share Transfer Agents) Regulations, Parpia as an Independent Director for a second term from 15
(c) Mr. Manu M. Parpia was appointed as an Independent
and other records maintained by the Company and also the 1993 regarding the Act and dealing with client; July 2023 upto 31 March 2024 which was duly approved by the
Director of the Company for a second term w.e.f. 15 July
information provided by the Company, its officers, agents and shareholders on 7 October 2023. The Audit Committee Chairman
(f) The Securities and Exchange Board of India (Delisting 2023 upto 31 March 2024 duly approved by the shareholders
authorised representatives physically and electronically during received an administrative warning letter from SEBI dated
of Equity Shares) Regulations, 2021; (Not applicable vide Postal Ballot on 7 October 2023 thereafter which
the conduct of secretarial audit, we hereby report that in our 31 January 2024 mentioning violation under Regulation 25(9)
to the Company during the Audit period) he ceased to be an Independent Director on the close of
opinion, the Company has, during the audit period covering of LODR Regulations read with Section 149(10) of Companies
business hours on 31 March 2024.
the financial year ended on 31 March 2024 complied with the (g) The Securities and Exchange Board of India (Issue and Act, 2013 in relation to the Committee’s failure to review the
statutory provisions listed hereunder and also that the Company Listing of Non Convertible Securities) Regulations, adequacy of the internal control systems which should have (d) Mr. Arun L. Todarwal was appointed as an Independent
has proper Board-processes and compliance-mechanism in 2021; (Not applicable to the Company during the prevented the lapse of the Company in re-appointing Mr. Manu Director of the Company for a term of five consecutive
place to the extent, in the manner and subject to the reporting Audit period) M. Parpia as an Independent Director of the Company. The said years w.e.f. 13 February 2024 upto 12 February 2029
made hereinafter: letter received from SEBI is already disclosed by the Company to duly approved by the shareholders vide Postal Ballot on
(h) The Securities and Exchange Board of India
the exchanges under Regulation 30 of the Listing Regulations. 21 March 2024.
We have examined physically and electronically the books, (Depositories and Participants) Regulations, 2018;
papers, minute books, forms and returns filed, and other records We have relied on the representation made by the Company (e) The Company’s wholly owned subsidiary Nesco Foundation
(i) The Securities and Exchange Board of India (Buyback
maintained by the Company for the financial year ended on and its officers for systems and mechanisms formed by for Innovation and Development has made an application
of Securities) Regulations, 2018; (Not applicable to
31 March 2024 according to the provisions of: the Company for compliances under other Acts, Laws and for Voluntary winding up pursuant to the provisions of
the Company during the Audit period)
Regulations applicable to the Company. Section 59 of Insolvency and Bankruptcy Code, 2016
(i) The Companies Act, 2013 (“the Act”) and the Rules
(vi) The management has identified and confirmed the and other applicable provisions and statutes read with
made thereunder;
following laws being specifically applicable to the Company: We further report that: applicable provisions of Insolvency and Bankruptcy Board
(ii) The Securities Contracts (Regulation) Act, 1956 (“SCRA”) The Board of Directors of the Company is duly constituted with of India (Voluntary Liquidation Process) Regulations, 2017.
(a) Factories Act, 1948 and the Central Rules or concerned
and the Rules made thereunder; proper balance of Executive Director, Non-executive Directors Mr. Dinesh Kumar Deora is appointed as a Liquidator and
State Rules, made thereunder;
and Independent Directors. The changes in the composition the process of Liquidation is on.
(iii) The Depositories Act, 1996 and the Regulations and Bye-
(b) Environment Protection Act, 1986 and Rules of the Board of Directors during the period under review were
laws framed thereunder; Further, our report of even dated to be read along with the
made thereunder; carried out in compliance with the provisions of the Act and the following clarifications:
(iv) Foreign Exchange Management Act, 1999 and the Rules Listing Regulations.
(c) Electricity Act, 2003;
and Regulations made thereunder to the extent of Foreign 1. Maintenance of Secretarial record is the responsibility of
Direct Investment, Overseas Direct Investment and (d) The Noise Pollution (Regulation and Control) Adequate notice is given to all Directors to schedule the Board the management of the Company. Our responsibility is to
External Commercial Borrowings; (External Commercial Rules, 2000; meetings, agenda and detailed notes on agenda were sent express an opinion on these secretarial records based on
Borrowings and Overseas Direct Investment are not at least seven days in advance, and a system exists for seeking and our audit.
(e) Water (Prevention & Control of Pollution) Act, 1974 obtaining further information and clarifications on the agenda
applicable to the Company during the Audit Period)
and Rules thereunder;
(v) The following Regulations and Guidelines prescribed
(f) Air (Prevention & Control of Pollution) Act, 1981 and
under the Securities and Exchange Board of India Act, 1992
Rules thereunder;
(“SEBI Act”) as amended from time to time:

40 Annual Report 2023-24 Annual Report 2023-24 41

Nesco | Believe

2. We have followed the audit practices and processes as the responsibility of management. Our examination was ANNEXURE C
were appropriate to obtain reasonable assurance about the limited to the verification of procedures on test basis.

Corporate Overview
correctness of the contents of the Secretarial records. The
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
verification was done on test basis to ensure that correct
6. The Secretarial Audit report is neither an assurance as to FOREIGN EXCHANGE EARNINGS AND OUTGO
the future viability of the Company nor of the efficacy or Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
facts are reflected in secretarial records. We believe that the
effectiveness with which the management has conducted
process and practices, we followed, provide a reasonable
the affairs of the Company.
basis of my opinion.
Nesco as a responsible corporate citizen, is committed to adopt • Emergency power supply sources (UPS and DG)
3. We have not verified the correctness and appropriateness For ND & Associates energy conservation measures to continuously enhance energy are available to avoid power supply interruption

Statutory Reports
of financial records and books of accounts of the Company. (Peer Reviewed) efficiency by adopting suitable practices and use of energy to critical equipment.
efficient equipment and technologies. It aims to reduce the
4. Wherever required, we have obtained the Management Neeta H. Desai
negative impact on the environment by identifying ways to iii. The capital investment on energy
representation about the compliance of Laws and Practising Company Secretary
optimise resource consumption in its operations. The Company conservation equipments: Nil
Regulations and happening of events, etc. Place: Mumbai COP No. 4741
has taken efficient efforts to conserve its energy, finding
Date: 20 May 2024 UDIN: F003262F000401616
5. The compliance of the provisions of Corporate and other alternate sources of energy and improving its waste and water (B) Technology absorption:
applicable Laws, Rules, Regulations, and Standards are management.
i. The efforts made towards technology

Financial Statements
The green cover at Nesco Goregaon (East), Mumbai was increased absorption:
to 1,500+ trees. It continues its efforts in increasing the planting
1. Automation of water misting technology
of trees annually. Thus, helping in reducing carbon footprints in
for chillers implemented at BEC to increase
and around the surrounding areas.
cooling impact which helps in reducing
Nesco IT Park (Tower 3 and 4) is IGBC LEED India (core and energy consumption.
shell) rating system- Platinum Certified. The green initiative has
2. Fire suppression gas detection system installed
resulted in responsible material selection, reduction of water
for critical electrical panels and kitchen as
uses and energy efficient designs.
auto fire detection and fighting systems
ensures safety.
(A) Conservation of energy:
3. STP Plant real time monitoring system is in place
i. The steps taken or impact on conservation of for operations and treated water thus leading to
energy: water and energy savings.
• IT Park Tower 4: Installed 37 Nos. of timer based 4. Nesco has efficient building envelope-façade
solar streetlights as an energy saving and green system in place.
energy initiative.
5. Installed glass façade combination of fire rated
• In Bombay Exhibition Center (BEC), timer and aluminum panel based and double-glased
motion sensor-based lights were installed in the unitised system of super low capital E rated glass
plant rooms and external areas which resulted with Argon Fill which is weather and fireproof.
into energy and cost savings.
6. Installed IOT for the automation of overhead
• Replaced plant room Halogen (1000W) flushing water tank.
streetlights with LED (200W) which helped in
substantial savings in energy and cost. 7. Dimmer control for lobby lighting which helps in
reducing energy consumption.
ii. The steps taken by the Company for utilising 8. Timers and motions sensors lights installed in IT
alternate sources of energy: Park and BEC external areas.
• 100% Green Energy being utilised for electricity
9. Electric Vehicle charging station (Fast DC
at Nesco’s IT Park (Tower 3 and 4).
Charger) installed at IT park and BEC in OPEX
• Consistency in approaching the organisers to model as value-added facility for the employees.
take green energy at BEC.
ii. The benefits derived like product
Green energy plays a key role in the energy
improvement, cost reduction, product
transition due to its low environmental impact.
development or import substitution:
“Green” energy is a clean energy unlike fossil
fuels, which is non-polluting and comes from 1. Optimal energy efficiency as CTI (Cooling
100% renewable sources, meaning it does not Technology Institute) certified cooling tower
harm the environment and is more sustainable. installed have superior thermal performance.

• Solar energy being utilised for streetlights at 2. Reduction in the water wastage as irrigation
IT Park. system is used for gardening.

3. Low flow plumbing fixtures (utilisation of

aerators in washroom taps).

42 Annual Report 2023-24 Annual Report 2023-24 43

Nesco | Believe

4. STP to treat sludge and reuse the same for water (C) Foreign exchange earnings and Outgo: ANNEXURE D
conservation and sustainability.

Corporate Overview
The Company’s foreign exchange earnings during the STATEMENT OF DISCLOSURE OF REMUNERATION
5. Switch gears replaced to avoid downtime and year was ` 231.30 lakhs and outgo during the year was Pursuant to Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies
operational challenges. ` 166.56 lakhs. (Appointment and Remuneration of Managerial Personnel) Rules, 2014
6. Ductable Air Conditioning (AC) replaced with For and on behalf of the Board of Directors,
Split AC to ensure energy savings and efficient a. The ratio of the remuneration of each Director to the median remuneration of the employees of
use of electricity in HVAC System. the Company for the financial year 2023-24:
Krishna S. Patel

Statutory Reports
Name of the Director Ratio to median remuneration
iii. In case of imported technology (imported Mumbai Chairman and Managing Director
Mr. Krishna S. Patel 385.38
during the last three years reckoned from the 20 May 2024 DIN: 01519572 (Chairman & Managing Director)
beginning of the financial year):
The Company has not imported any technology The Non-executive Independent Directors were only paid sitting fees during the year for attending meetings of the Board and
during the last three years. Committees thereof. The principles governing increase in the remuneration of Executive Director and increase in sitting fees
payable to Non-executive Directors are as within the statutory provisions. Further, the amount of sitting fees received by a
Non-executive Director depends on (a) amount of sitting fee fixed by the Board for meetings of the Board and its Committees, and

Financial Statements
(b) number of meetings of the Board and Committees attended by the Director. Therefore, the information as to ratio of sitting
fees paid to the median remuneration of employees and percentage increase in remuneration of Non-executive Directors is
not relevant and hence their ratios are not provided.

b. Percentage increase/(decrease) in the remuneration of each Director, Chief Financial Officer and
Company Secretary or Manager during the financial year 2023-24:
Name of Key Managerial Personnel % increase/(decrease)
Mr. Krishna S. Patel, Chairman & Managing Director@ 155.74^
Mr. Dipesh R. Singhania, Chief Financial Officer 5.00
Ms. Jinal J. Shah, Company Secretary & Compliance Officer* -
Ms. Shalini Kamath, Company Secretary & Compliance Officer** -

@ Commission for CMD for FY 2023-24 shall be paid in FY 2024-25.

^ Increase is mainly on account of higher commission.
* Resigned w.e.f. 18 August 2023 hence comparable figure is not provided.
** Was appointed w.e.f. 8 November 2023 hence comparable figure is not provided.

c. The percentage increase in the median remuneration of employees during the financial year 2023-
24: 10.39%

d. The number of permanent employees on the rolls of the Company as on 31 March 2024: 220

e. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration:
The average increase in remuneration of managerial personnel (consists of KMPs) is 137.83%^ and the increase for employees
other than managerial personnel is 11.79%.

^mainly on account of increase in commission to CMD.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: Yes

For and on behalf of the Board of Directors,

Krishna S. Patel
Mumbai Chairman and Managing Director
20 May 2024 DIN: 01519572

44 Annual Report 2023-24 Annual Report 2023-24 45

Nesco | Believe

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Business Segment Review face challenges from established business parks in and around
our areas of operations which pose significant competition and

Corporate Overview
Nesco IT Park potential threats to our market share.
Economic Overview Events –Creating memories that last a lifetime Nesco Realty’s flagship Nesco IT Park sets a high standard in
Nesco Events is committed to creating distinctive and engaging premium office spaces. Spanning millions of sq ft, this self- Risks and Concerns
Indian Economy sustained facility hosts renowned multinational companies like
cultural experiences that are both entertaining and enriching. Risks and concerns include the absence of expansion space
Amidst a stable global environment, the Indian economy The offerings by this business division have extended to tailored HSBC, KPMG, PWC, MSCI, BlackRock, Here Solution, Framestore, within the Nesco premises until additional capacity is
registered a sturdy growth rate of 7.6% in FY 2023-24, surpassing venues and innovative production capabilities. Nesco Events Priceline, Ericsson, Apollo Global, ISS Governance, Sodexo, constructed, prompting existing licensees seeking expansion
the growth rates of both developed and developing nations. provides opportunities for people to explore diverse genres of Ericsson and more. to explore options outside. Additionally, the trend of companies

Statutory Reports
The resilience of the domestic economic structure is highlighted entertainment. With every new event, the desire is to create the mapping their workforce footprints may lead to a dispersion of
by a variety of high-frequency indicators. Goods and Services unexpected and the unforgettable. It continuously expands its Developments office locations in other areas of Mumbai potentially affecting
Tax collections soared to `1.8 lakh crores, demonstrating a range of offerings to cater to diverse needs and that too with a In the year under review, we witnessed a Gross Leasing Value Nesco’s market positioning and tenant demand.
year-on-year increase of 11.5%, as on 31 March 2024. stellar track record in venue and event services for corporate and (“GLV”) of nearly 14.2 million sq ft, representing a marginal 6%
social gatherings. decrease from the robust figures of the previous year. Fresh Capital Expenditure and Expansion Plans
Outlook leases remained predominant, comprising 51% of the annual
Hospitality – Creating a myriad of gourmet experiences Capital expenditure and expansion plans at Nesco involve an
The Reserve Bank of India has chosen to uphold its GDP growth leasing volume, with central suburbs and Lower Parel, Mumbai

Financial Statements
ongoing effort to maximise the utilisation of unused space. The
forecast above 7.0% for the fiscal year 2024-25. The nation’s At Nesco Foods, a skilled team and comprehensive infrastructure emerging as key submarkets, capturing shares of 14% and occupancy rate for the period 2023-24 for Tower 3 and Tower
economy is being driven by domestic consumption, a shift come together to craft diverse culinary experiences. From 13.5%, respectively. Supply constraints led to a sharp decline 4 stands impressively over 98%, indicating a robust demand
to renewable energy, enhanced trade policies, infrastructure creating distinctive food brands to preparing multi-cuisine in vacancy rates, exacerbated by project completions totalling for our offerings and affirming our position as a preferred
investments, and ongoing digitalisation. With strategic reforms recipes for events, our expertise covers a wide range with approximately 1.03 msf in the last quarter, resulting in a 44% destination for tenants. This strong occupancy rate underscores
underway, India is poised for enduring economic advancement. meticulous attention to details. reduction in annual supply compared to the previous year. the Company’s strategic approach to managing its properties
The infrastructure sector in India is on the cusp of unprecedented However, prospects for 2024 and 2025 appear promising, with and highlights the need for continued expansion efforts to meet
‘Restaurant and Outlets’ was started by the Company in the
expansion, propelled by government initiatives and a surge a healthy supply pipeline anticipated, particularly in Andheri, growing demand.
year 2022-23 which has set up new restaurants and a food court
in investments. Kurla, central suburbs, and Navi Mumbai submarkets of Mumbai.
based in its IT park. Nesco has partnered with reputed brands in
their food courts in their exhibitions which was well received by Bombay Exhibition Center
About us Key highlights during the year
the organisers and visitors. The exhibition industry sector facilitates trade and business,
We have evolved from a prominent engineering firm in India to • Marketing activities involved extensive collaboration contributing significantly to the growth of various industries and
a diversified conglomerate, taking bold and creative steps over Our Offerings with major International Property Consultants, ensuring serving as a major source of employment. With large opportunity
the decades. Our expansion into diverse business verticals such - Exhibitions strategic positioning in the market. for employment, it stands as a significant job provider. On
as realty, exhibitions, events, and hospitality fuels our growth, average, 745 events are conducted throughout the year, with an
- Wedding and Social Celebrations • Regular engagement with existing clients enabled a deeper
as we witness numerous new ideas taking shape. Each strategic average event size of 9.8 thousand gross square meters.
understanding of their expansion and future requirements.
move has not only enriched our Company and employees but - Outdoor Catering
also positively impacted the communities we serve. • Efforts were made to enhance client satisfaction included The Bombay Exhibition Center’s ongoing expansion has
- Food Court the development of new amenities such as a gymnasium in solidified its position as the go-to solution for any trade fair
Our Businesses needs. Already the largest exhibition venue in India’s private
Tower 4.
Call out Call out Call out
Exhibitions Events Hospitality Real Estate Engineering sector, it hosts events for numerous esteemed organisers from
8+ Food Brands (Owned) 24,000 sq. ft 80,000 • Plans are underway for a creating a mini banquet facility,
50+ Partnered Food Brands Largest non-flight kitchen Meals a day both India and around the world. This achievement marks a
Exhibitions – A confluence of business and cultures bus depot and an electric vehicle car charging station significant milestone for Mumbai, establishing the Bombay
Established in 1991, the Bombay Exhibition Center (“BEC”) Real Estate – The future of construction within the complex. Exhibition Center as the ultimate destination for exhibitions,
reflects belief and opportunity. Bringing over millions of ideas • To create employee engagement among IT park clients, trade shows, business displays, events, and entertainment. Its
Nesco Realty is a leading real estate provider, utilising cutting-
to life, the Center has helped the globe converge in Goregaon, a two-day carnival featuring games, quiz shows, drum reputation as an ideal location, steeped in history, reaffirms its
edge building technology to develop workspaces, and assembly
Mumbai, with a shared purpose. The BEC offers limitless performances, live entertainment, and stand-up comedy suitability for a diverse array of gatherings and occasions.
spaces. Being a robust real-estate provider, Nesco Realty uses
customisation within robust infrastructure, aligning with was organised.
the latest building technology and delivery mechanism. We
global standards. Its diverse venues and versatile amenities are Developments
integrate world-class amenities and sustainability features into • We introduced extensive food options, including three
complemented by comprehensive services. The BEC stands as
each project, paying meticulous attention to details. Our designs restaurants - Social, Smoke House Deli, and FOO and
the premier destination for exhibitions, trade shows, business Guest Exhibitions
seamlessly blend creativity with practicality and functionality, leased out food court spaces to renowned brands like
displays, events, and entertainment. During FY 2023-24, over 100 exhibitions and events were
tailored for urban living. Dominos, Subway, Shivsagar, TeaPost and Tibbs Frankie,
MICE - In India’s vibrant and dynamic city, Nesco Foods is at scheduled and successfully held at Nesco. Additionally, 6
Our Offerings and also inhouse brands namely Dress Circle, Zuo, Daily
the forefront, offering a comprehensive solution for Meetings, exhibitions that had been absent for several years made a
Deli and Indic aimed at enriching the overall experience
Incentives, Conferences, and Exhibitions (“MICE”). Nesco center - Workspaces comeback and were held at our venue, adding to the overall
for occupants.
stands out as the premier choice for MICE events in Mumbai, event portfolio.
- Assembly Spaces
boasting expansive spaces, diverse banqueting options, and Opportunities and Threats Throughout the year, we expanded our client portfolio with the
bespoke luxury. Situated in the heart of Mumbai, this MICE Engineering – A pioneer of dreams that will engineer tomorrow addition of diverse industry players. Our new clientele spans
As occupiers place greater emphasis on Environmental, Social,
location is close to the airports and provides easy access to across various sectors including handloom, catering, media,
Indabrator excels as an engineering equipment service provider, and Corporate Governance (“ESG”) factors when choosing
public transport as well as the city’s entertainment and culture plastics, fashion, electricals, and trade fair organisers.
offering comprehensive solutions for surface preparation. building locations, the adoption of green building practices
hubs. With top-notch venue facilities and concierge services,
From machines to spares and abrasives, we provide a single- emerges as a compelling driver for occupier preference. Looking The inclusion of these new clients contributed to an increase
Nesco Foods emerges as the ideal partner for conventions,
window approach. Indabrator’s leadership stands out for its full forward, the division also stands to benefit from long-term in our revenues, showcasing the growing demand and trust in
conferences, meetings, town halls, seminars, and workshops,
involvement in the value chain, boasting our own foundry and opportunities, including advancements in technology within Nesco as a preferred venue for exhibitions and events.
ensuring success for every event. Nesco takes care of all aspects
state- of-the-art manufacturing unit at Gujarat. spaces and increased flexibility in leasing portfolios. However, we
of MICE including production and food.

46 Annual Report 2023-24 Annual Report 2023-24 47

Nesco | Believe

A glimpse of Mega Exhibitions of the year center in India demands meticulous planning and strategic Nesco Events works closely with the government and industry Nesco Events was honoured to partner with the Directorate
management to overcome regulatory obstacles and intense stakeholders to organise meticulously planned fairs and events of Industrial Safety and Health (“DISH”), Maharashtra and

Corporate Overview
IIJS Premiere 2023 competition. Few of the challenges of the industry is summarised that showcase the latest trends, innovations, and industry- Safety Appliances and Manufacturers Association (“SAMA”)
In the month of August 2023, BEC hosted its biggest exhibition as under: specific themes. The aim is to establish comprehensive B2B for organising the World of Safety Summit and Expo. This was
which was the 39th edition of IIJS Premiere 2023, organised by and B2C platforms across various industries, positioning Nesco a wonderful initiative taken upto promote the safety of the
• Regulatory and Licensing Hurdles
the Gem and Jewellery Export Promotion Council (“GJEPC”). Events as a leading global event organiser. valuable labourers and workers in factories and industries who
This prestigious event bought together the gems and • Infrastructure and Location are efficiently contributing to the growth and development of
Committed to presenting unparalleled cultural experiences that
jewellery industry for an extraordinary showcase of excellence, the country. By this association, Nesco achieved yet another
• Competition enrich and elevate life, Nesco Events goes beyond traditional
innovation, and sustainability. BEC accommodated 2,818 stalls milestone in its well- diversified events landscape from being

Statutory Reports
event management. With the creation and curation of a diverse
and welcomed 40,000 visitors covering an expansive area of • Marketing and Promotion the biggest center for exhibitions, hosting live concerts, to
portfolio of successful event properties, the Company has
62,998+ sq. mtrs of the exhibition area. organising events that are aimed towards the betterment of
• Variability in Demand expanded its offerings to include tailored venues and innovative
the society.
production capabilities. With each new event, Nesco Events
Acetech • Logistics and Operations
strives to create unexpected and unforgettable experiences, Nesco Events also presented captivating live concerts, including
Acetech is India’s most prestigious annual exhibition in the fields • Security and Safety constantly pushing the boundaries of what is possible. performances by Lucky Ali, The Ultimate Holi Party Ft. Ritviz and
of architecture, interior design, and building materials. Organised Idol Superstars.
by Asian Business Exhibitions and Conferences Ltd., this was • Technological Advancements
Developments

Financial Statements
hosted in the month of November 2023. BEC accommodated The division further collaborated with various organisers to
• Financial Management During the financial year 2023-24, Nesco successfully hosted
2,715 stalls and welcomed over 25,000 visitors covering an present captivating live events including The Youtube Fan Fest,
• Economic Factors over 25 notable events, showcasing its versatility as a preferred Google’s largest on ground showcase of brands and artists,
expansive area of 49,072+ sq. mtrs of the exhibition area.
venue for a diverse range of gatherings. DGTL, Road to Ultra to name a few. These events would grow in
• Political and Social Factors
National Garment Fair 2023 One of the highlights was the 5th edition of the Rangilo Re, which the coming years and also more exhibitions and events would
• Sustainability took place in October 2023, the grand celebration of Navratri, be launched by the division.
The prestigious and the largest National Garment Fair 2023,
presenting a diverse range of women’s and men’s wear, and called “Rangilo Re - Utsav Gujarat No”. This nine-day festival Through these diverse events, Nesco aims to establish itself as a
Opportunities and Threats attracted a large-scale participation, featuring performances by
accessories took place in the month of July 2023. This event is preferred venue for both local and global events and exhibitions.
recognised as the largest and highly anticipated Trade Fair in Organisers have been proactively seeking new venues to host five renowned artists. The event garnered immense popularity, The goal is to create an atmosphere where all types of gatherings,
the Indian Apparel Industry. BEC accommodated 1,135 stalls and their exhibitions, signalling optimism within the industry. with over 1,50,000 people attending and immersing themselves whether cultural, artistic, or entertainment-focused, can thrive
welcomed 35,000 visitors, covering an expansive area of 45,401+ However, the tense situation between India and China has caused in the festive spirit over the nine days of Navratri. Rangilo Re and leave a lasting impression on attendees.
sq. mtrs of exhibition area. some disruptions. A couple of exhibitions focused on China set new benchmarks in cultural events category in terms of the
had to be either cancelled or scaled down due to government- overall experience and customer delight which was picked up Opportunities and Threats
Plastivision 2023 imposed restrictions on visas for Chinese exhibitors. well by the media as well.
Nesco Events thrives on endless opportunities, as it can venture
India’s most influential plastic exhibition was held in the Kula Worldwide, a global gathering of arts, culture, street art, into various topics and niches that are not currently being
Risks and Concerns
month of December 2023. BEC accommodated 1,600 stalls and and music, was also organised by Nesco. The event witnessed organised elsewhere. The Company has the potential to tap into
welcomed 32,000 visitors covering an expansive area of 61,853+ The primary risk facing the Bombay Exhibition Center is the participation of more than 150 talented tattoo artists from the international markets and provide a platform for exhibitors,
sq. mtrs of exhibition area. competition, particularly regarding the quality of infrastructure various countries such as Australia, Germany, Indonesia, Japan, visitors, and the government to come together at India’s leading
compared to other venues. While the center boasts a prime Malaysia, Nepal, New Zealand, UK, US, Vietnam and India. This privately owned venue.
List of mega exhibitions held during the year in more than location, the prevailing demand is primarily for halls that are unique event celebrated artistic expressions from around
one hall. pillar-free, dust-free, and leak-free. To effectively meet the There is also a promising opportunity for strategic tie-ups with
the World.
expectations of both organisers and exhibitors, there is now a third-party exhibitions and events, which can bring benefits
1 India Jewellery Show 2023
pressing need to enhance the infrastructure accordingly. The Krazy Kids Karnival was an event initiated by Nesco Events, ranging from increased revenues and brand building to higher
2 Palm Expo 2023 conceptualised by K for Kids, and curated by Meltwater. This footfall at the venue. Nesco Events can explore launching new
3 HGH India 2023 (Home Décor, Gifts and Houseware) event exemplified Nesco’s commitment to providing a joyous intellectual properties in the B2C space, such as music festivals,
Capital Expenditure and Expansion Plan
4 National Garment Fair 2023 platform where families can come together, celebrate bond of food festivals, and kids’ festivals, further expanding its reach
The Bombay Exhibition Center has plans for construction of
5 India International Jewellery Show 2023 togetherness, and weave a tapestry of delightful moments. We and appeal.
new halls. With an increased space capacity, the new hall under
6 Anutec Intl Foodtec, Packex and Food Logistics India 2023 take pride in curating experiences that resonate with the diverse
construction will feature separate pre-function areas, organiser Post-pandemic, Nesco Events has witnessed remarkable growth
7 Acetech 2023
needs and interest of our community, adding meaningful
offices, parking for around 500 cars, and various amenities. The and development in its sector. The Company successfully
values to the lives of Mumbaikars by fostering connections and
8 Zak Doors, Glass, Glass Tech and Alu. Extrusions 2023 Company is working upon the process of obtaining approvals organised and scheduled numerous events at Nesco,
facilitating the creation of beautiful, shared memories.
9 Plastivision India 2023 from relevant governmental authorities for redevelopment including live concerts, Holi festivals, tattoo conventions, and
10 IIJS Signature and IGJME 2024 of existing halls. Looking ahead, the Company aims to further Nesco Events successfully organised World of Education Expo music festivals.
11 Paperworld, Corporate Gifts Show and Interior Lifestyle India 2024 enhance its offerings by developing a world-class integrated in Mumbai which is India’s largest International Exhibition and
This diversification has allowed Nesco Exhibitions and Events
Exhibition Centre, comprising an Exhibition Centre, Convention Conference on Education and educational solutions. It provided
12 Distribuelec 2024 to enter new sections of the industry, catering to a broader
Centre, and other amenities in the forthcoming years. a specially dedicated pavilion for Indian and International
13 Intimasia 2023 audience and showcasing its versatility and adaptability.
Universities, giving visitors an opportunity to connect with
14 National Garment Fair 2024 Nesco Events the best education institutes. This event was attended by over
15 Diemould India 2024
Risks and Concerns
The introduction of Nesco Events into the event space has been 100 National and International Institutions, ranging from pre-
16 PaintIndia 2024 school to higher education and over 6,000+ attendees, which While the biggest risk is the competition mainly on the quality
met with tremendous excitement. This venture has successfully
was a testament to Nesco Events dedication, providing visitors of infrastructure vis-à-vis the other available venues. Though the
created unique event properties that have quickly gained
Challenges in the Exhibition Industry with the chance to discover new educational opportunities and venue’s at Nesco Center, BEC excels on location, the demand
widespread acclaim and popularity. This impressive start has
products, and to meet education providers. is primarily for halls with acoustic features, pillar-free, dust and
Navigating the complexities of this dynamic industry presents further strengthened the Company’s capabilities in delivering
leakage free which can host a concert, musical shows, etc.
numerous challenges. Establishing and operating an exhibition high-quality entertainment to an enthusiastic and growing
audience of enthusiasts.

48 Annual Report 2023-24 Annual Report 2023-24 49

Nesco | Believe

To meet the expectations of the organisers and exhibitors alike catering business to unparalleled success entails prioritising Indabrator • Ongoing construction projects, including administrative
we now need to have spruced infrastructure. culinary mastery, tailored services, flawless execution, strategic buildings and security enhancements.

Corporate Overview
Indabrator, our engineering division is a pioneer in the surface-
marketing, top-notch equipment and logistics, as well as a preparation technology. Backed by best-in-class technology, • Improvements in factory operations and security measures.
Capital Expenditure and Expansion Plan steadfast commitment to sustainability and ethical practices. Indabrator boasts one of the largest manufacturing units.
During the year Nesco organised 10 own exhibitions and events ‘Restaurant and Outlets’ manages the restaurants, food court, Today, Indabrator has an impressive market share and multiple Outlook
and 19 events were in strategic alliances with our clients. Nesco and lounge bar. This sub-division has formed valuable alliances innovations in the pipeline and is the only manufacturer in India
Our business divisions have seen remarkable growth,
Events division plans to expanding its operations by having with renowned brands like Subway, Tibbs, Sassy Spoon, House for equipment, spares and abrasives all in one location with
underscoring our strategic focus, operational resilience, and
more of its own shows. Currently Nesco events by virtue of its of Mandarin, Hitchki, Bayroute, Rajdhani, Dominos, Shiv Sagar, backward integration.
dedication to customer satisfaction. The sustained demand in
offerings does not need capital expenditure at this stage.

Statutory Reports
Foo, Social, etc. enhancing the offerings and reputation of the IT Park sector and the confidence our customers have shown
Nesco Foods. The division strongly focuses on fostering healthy Developments
in the BEC division are particularly encouraging. With a robust
Nesco Foods competition amongst the brands thereby maintaining quality as Indabrator has effectively capitalised its machines, on balance sheet, strong cash flow, and diverse business pipeline,
Nesco Foods caters to all levels of social, business and luxury well as curating a plethora of options for the clients. opportunities with companies, seeking to establish or expand we are primed to leverage the current market upswing and
events. It is one of Mumbai’s most preferred hospitality providers, greenfield and brownfield projects as well as expansion in their attain our objectives.
well-recognised for their varied capability and array of cuisines. Risks and Concerns existing facility. The sales of spares and abrasives have shown a
The division operates the largest non-flight kitchen in the city. The launch of new convention centres and premium banquet consistent upward trend. Financial Review

Financial Statements
We create luxurious, imaginative, tailored and highly memorable venues in Mumbai introduces notable competition in the market. Indabrator has successfully commissioned high value 28 CFT Performance of the Company for the FY 2023-24 versus
food and beverage experiences for a wide range of client briefs, To stay competitive, Nesco must employ aggressive marketing Tumble Shot Blasting Machine at National Aluminium Company FY 2022-23 is given below:
from simple, intimate gatherings to grand, spectacular banquets. strategies and maintain high service standards to attract and Ltd. (“NALCO”) at Orissa. Amongst some of the other machine ` in lakhs
Our catering services embodies standards of service and quality retain clients. Adapting to evolving customer demands and commissioned for marquee clients like Railways, Defence, Audited Financial Results
with world-class finesse. delivering exceptional experiences will be crucial in facing this Spare, Research and other large national and international Particulars
competition effectively. organisations in the recent years. FY 2023-24 FY 2022-23 % increase

Developments Revenue from 78,312.87 60,911.81 28.57

Capital Expenditure and Expansion Plan Opportunities and Threats other operations
and Other Income
Restaurants and outlets Nesco Foods proudly presents its exclusive QSR brands, Indic The biggest opportunity for Indabrator is the longevity in
and Daily Deli, which currently grace our premises with culinary EBITDA 53,120.51 41,195.23 28.95
The new sub-division named ‘Restaurant and Outlets’ started the business, strong and wide client base, its capability and
excellence. In line with our commitment to innovation and Profit Before Tax 46,298.55 36,697.03 26.16
by the Company in the year 2022-23 has inaugurated three capacity of handling large projects. This division has integrated
new restaurants and a food court in Tower 4. The Company has expansion, we are now poised to elevate these esteemed brands manufacturing set-up under one roof. Export of Equipment, Profit After Tax 36,278.36 29,063.64 24.82
partnered with various reputed brands in their food court in to new heights by introducing them into premier malls, bustling Spares and Abrasives can be a good opportunity for the
food courts, and dynamic IT parks. Furthermore, our ODC Company’s performance segment wise for the FY 2023-24 versus
exhibitions which is highly appreciated by organisers and visitors. Company. Also, the casted products and fabrication can get
segment undergoes enhancements, extending our culinary FY 2022-23
better prospects for the Company in near mid-term.
Banquets, Outdoor Catering (“ODC”) and Quick expertise to new cities, thereby enriching our culinary footprint ` in lakhs
and legacy. However, Compliance to international standards, their
Service Restaurants (“QSRs”) Audited Financial Results
requirements and local and international competition from Income from Income from
The Grande Hall has attained distinction through its impeccable Furthermore, our focus extends to the establishment of in-house Segments
established suppliers is a challenge for the Company. Operations Operations % Increase
hosting of over 200 social and corporate events in the past year, bakery offerings, including decadent cakes, delicate pastries, (FY2023-24) (FY2022-23)
securing recognition as a premier banquet venue. Nesco Foods and irresistible desserts, allowing us to maintain meticulous Since last two years, we were taking small orders with respect Nesco Realty- IT 31,832.30 29,502.70 7.90
has strategically recruited seasoned professionals to optimise quality control while optimising operational efficiency. to designing and supplying of complete painting or powder Park
revenue streams and fortify market presence, with a strong focus coating or phosphating. Next year onwards, we are expecting to Bombay 20,907.50 15,582.63 34.17
For the financial year 2024-25, the division is planning to further increase orders for the said work which would help us to provide Exhibition Center
on catering to a diverse range of events within the banqueting
increase its revenue stream by adding more restaurants and full facility under one roof. We will also be focusing on new casted
sector. Gourmet Craft (Outdoor Catering) arm of Nesco Foods Indabrator 5,149.92 4,652.27 10.70
outlets as well as entertainment facilities within Nesco Center products and customised heavy fabrication opportunities.
stands as a premier destination for elite catering and event Nesco Foods 9,928.77 4,862.56 104.19
and by further expanding its footprints into outdoor catering
services, where excellence and elegance meet. Our venture into
and B2B contracts outside the Nesco Center and in other cities Risks and Concerns
retail endeavours with ‘Indic’, ‘Zuo’ and ‘Daily Deli’ has earned
of the country. Investments
acclaim for providing unparalleled customer experiences in food For Indabrator, currently the biggest risk is the abrasive
court settings. market due to import possibilities of the same in the market. Nesco continues to be debt free with liquid resources of
Achievements over `1,50,291.04 lakhs as on 31 March 2024. Your Company
Also in machines, there may be a shift in customer demands,
Opportunities and Threats Nesco Foods showcased its culinary expertise at various competitions and changes in technology. Workplace health and mostly invests in debt mutual funds, corporate deposits, non-
prestigious events namely: safety and environmental regulations is a challenge. International convertible debentures, bonds and preference shares. The
Introducing ‘Gourmet Craft,’ our newest outdoor catering
Companies are setting up its sales and manufacturing volatility in the market may adversely affect the Company due
venture, epitomising culinary excellence and top-tier service for Prayer Meeting: Catered to 8,500 attendees with meticulous
infrastructure and are offering cost effective solutions which can to Mark to Market losses. To overcome this risk, the management
discerning clientele in the corporate, social, and entertainment attention to detail.
be the biggest challenge for Nesco in the near future. reviews the investments on regular basis and verifies the returns
spheres. In the current fiscal period, Nesco Foods has experienced
VVIP Wedding: Executed a grandiose celebration for 4,000 and presents the same before the Audit Committee and Board
remarkable productivity and success, notably at our esteemed
distinguished guests with finesse. Capital Expenditure and Expansion Plan for their consideration every quarter.
Grande venue. Renowned for its Spacious, Safe, and ample
parking facilities, the Grande reaffirms its status as the premier Flying Buffet: Orchestrated a luxurious flying buffet experience Indabrator division is undertaking further upgradation
Financial Ratios
luxury banquet destination for weddings and special occasions. for 1,600 discerning guests. of its process as well as infrastructure. The infrastructure
Capitalising on the surge in event demand amid the pandemic, enhancement includes: The Key Financial Ratios are mentioned in note no. 48 of the
ODC in Udaipur: Seamlessly executed an ODC event in Udaipur, financial statements and hence not repeated here for the sake
Nesco Foods strategically expands its footprint in the social and
reflecting unparalleled service. • Upgrades to factory infrastructure and facilities. of brevity.
corporate banqueting sectors.
Event: Served an event of 4,000 guests, characterised • Installation of advanced machinery and equipment.
The food catering sector presents vast prospects for individuals
by sophistication.
committed to achieving excellence. Elevating Nesco’s food

50 Annual Report 2023-24 Annual Report 2023-24 51

Nesco | Believe

Human Resources and Industrial Relations Committee covers all the terms of reference as listed in the SEBI REPORT ON CORPORATE GOVERNANCE
Listing Regulations. The Board also regularly reviews these risks.

Corporate Overview
The Company is committed to fostering an inclusive work
environment that supports both professional and personal
growth for its employees. It emphasises operational excellence Internal Audit 1. Company’s Philosophy on Corporate The Board has an optimum mix of Executive and
and a strong sense of belonging. Recognising the crucial role Our Company’s internal audit is conducted by an independent Governance Non-executive Directors. As on 31 March 2024, the
of human resources in its success, the Company prioritises the firm of chartered accountants. The audits are carried out Board comprised of ten Directors (including two women
Effective corporate governance practices constitute
development of internal talent to take on greater responsibilities. quarterly or according to a calendar plan which is approved Directors) eight of which were Non-executive Independent
the strong foundation on which successful commercial
Throughout the year, efforts were focused on maintaining by the Audit Committee in advance. Adopting a risk-based Directors, one Non-executive Non-independent Director
enterprises are built to last. Nesco considers Corporate
harmonious relations with employees and workers, alongside approach, the internal auditor targets areas and processes and a Managing Director who is also the Chairman.

Statutory Reports
Governance as one of the pillars to build and maintain
initiatives to enhance safety and security measures. Recruitment, deemed high-risk. Transaction audits are also conducted for the trust reposed by its stakeholders. At Nesco we aim to All Directors on the Board comply with the requirements
Training and development, performance development and specific areas to ensure compliance and detect any irregularities abide by the highest standards of good governance and stated in Regulation 26(1) of the Listing Regulations.
measurement (Balanced Scorecard approach). Employee benefit or areas needing improvement. The Audit Committee reviews ethical behaviour across all levels within the organisation. They are not members of more than ten Committees or
policies have been standardised, offering flexible benefits and the internal audit reports every quarter and its findings if any is The Company considers itself a trustee of its shareholders Chairman of more than five Committees across all public
tailored training programs aimed at increasing productivity, reported to the Board of Directors. This rigorous internal audit and fully realises the rights of its shareholders to obtain companies in which they hold Director positions. The
efficiency, health and safety. As on 31 March 2024 the Company framework enhances transparency, mitigates risks, and boosts information on the performance of the Company. The necessary disclosures regarding Committee positions have
had 220 permanent employees on rolls. overall operational effectiveness. basic philosophy of Corporate Governance in the Company been made by all the Directors. Furthermore, in compliance

Financial Statements
We have also implemented Adrenaline Max-Human Resource is to achieve business excellence and dedicate itself for with Regulation 17A of the Listing Regulations, none of the
Internal Control Systems and their Adequacy increasing long-term shareholder value, keeping in view Non-executive Directors serve as Independent Directors in
Information System to automate all HR systems and process to
bring in speed and efficiencies. We have also embarked on a The Company has proper and adequate system of internal the needs and interests of all its stakeholders. The Company more than seven listed companies. It is important to note
succession planning and broadened leadership by hiring senior controls which ensure that all the assets are safeguarded is committed to transparency in all its dealings and places that the Managing Director does not serve as a Director in
leaders in our Projects and Engineering Strategic Business Unit. against loss from unauthorised use or disposition and that all emphasis on business ethics. any other listed Company.
transactions are authorised, recorded, and reported correctly.
Improvements to our compensation and benefits structure are The Directors take active part in the deliberations at the
Our internal financial control framework is commensurate 2. Board of Directors
aimed at enhancing retention, covering a robust employee base. Board and Committee meetings by providing valuable
with the size and operations of the business and is in line with
We provide in-house meals, various recreational facilities, and a Nesco has a cohesive Board with diversity of domain guidance and advice to the management on various aspects
requirements of the applicable regulations. We have laid down
rooftop turf for weekend team games. Participation in festivities expertise as well as gender diversity. The Board of Directors of business, policy direction, governance, compliance, etc.
adequate procedures and policies to guide the operations of
and celebrations such as Women’s Day, Navratri, Diwali and New has responsibility for the management of the Company’s and play a critical role on strategic issues and add value in
our business. Divisional Heads are responsible for ensuring
Year was conducted. We have been awarded Dream Companies affairs. The composition of the Board of Directors of the the decision-making process of the Board of Directors.
compliance with the policies and procedures laid down by the
to Work for the second consecutive year for our HR policies Company complies with Regulation 17 of the Securities and
management. Our internal control systems are routinely tested Detailed profile of the Directors is available on the
and practices. Exchange Board of India (Listing Obligations and Disclosure
by the management, statutory auditors and internal auditors. Company’s website at https://www.nesco.in/leadership
Requirements) Regulations, 2015 (“Listing Regulations”), and
All major findings and suggestions arising out of internal audit
Enterprise Risk Management (“ERM”) Sections 149 and 152 of the Companies Act, 2013 (“the Act”).
are reported to and reviewed by the Audit Committee. The
The Company faces various common and general risks that management ensures implementation of these suggestions and
(a) Details of composition of the Board and summary of other Directorships and Committee Memberships or
could impact its business, including challenges related to reviews them periodically. The Company continuously strives to
Chairmanships of each of the Directors as on 31 March 2024 are as follows:
statutory permissions, market conditions, natural disasters, civil evolve, improve and implement the best practices for each of
unrest, lock down, religious holidays, and the acceptance of its major functional areas with a view to strengthen its internal No. of No. of committee
Directorships positions in other public
exhibitions and events by the intended audience and potential control systems. Name Category
in other public companies ** Directorship in other listed entity
sponsors. To address these risks, the Company has implemented companies * Chairman Member
a comprehensive Risk Management Policy, tailored to its specific Cautionary Statement Mr. Krishna S. Patel Promoter and CMD - - - -
business environment. Risks are regularly identified by the Board Statements made in this Management Discussion and Analysis (DIN:01519572)
of Directors and Key Management Personnel. The ERM involves Mrs. Sudha S. Patel Promoter and Non- - - - -
Report describing the Company’s objectives, projections,
engaging with all functional heads to identify internal and (DIN:00187055) executive Non-
estimates, and expectations may be forward-looking independent Director
external events that may have an adverse impact on the statements. Actual results may differ materially from those Mr. Mahendra K. Chouhan Independent Director 1 1 1 Allcargo Terminals Ltd.
achievement of the Company’s objectives. It also entails expressed or implied due to various risks and uncertainties. (DIN: 00187253)+ (Independent Director)
periodic monitoring of changes in both the internal and external Important factors that could make a difference to the Mr. Jai S. Diwanji Independent Director 5 2 2 - Elecon Engineering Company Ltd.
environment leading to the emergence of new threats/risks. The Company’s operations include Global and Indian demand- (DIN:00910410) + - Kaira Can Company Ltd.
risk management follows the process with risk categorisation, - Onward Technologies Ltd.
supply conditions, changes in government regulations and - Alembic Pharmaceuticals Ltd.
implementation of the mitigation measures and plans followed policies, tax regimes, economic conditions within India and the -Batliboi Ltd.
by its periodical monitoring. These steps are discussed and countries within which the Company conducts its business and (acting as Independent Director in the
refined at Risk Management Committee meetings. The said other such factors. above companies)
Policy is reviewed by the Board on the recommendation of Mr. K. S. Srinivasa Murty Independent Director - - - -
the Risk Management Committee once in two years or at such (DIN:00499663) +
For and on behalf of the Board of Directors,
intervals which calls for a review in the scope of risk management. Mr. Manu M. Parpia Independent Director 1 - 1 -
(DIN:00118333) $+
The Risk Management Committee constitutes of four members Krishna S. Patel Ms. Amrita V. Chowdhury Independent Director 6 - 3 - Simmonds Marshal Ltd.
namely two Non-executive Independent Directors, the Mumbai Chairman and Managing Director (DIN:02178520) % - Mahindra Lifespace Developers Ltd.
20 May 2024 DIN: 01519572 - ZF Commercial Vehicle Control Systems
Managing Director and the Chief Financial Officer. The role of the India Ltd.
(acting as Independent Director in the
above companies)
Mr. Manish I. Panchal Independent Director 3 - - -
(DIN: 08431492) #

52 Annual Report 2023-24 Annual Report 2023-24 53

Nesco | Believe

No. of No. of committee (d) Independent Directors’ Meeting • Review the performance of the Chairman of the
Directorships positions in other public
Company, taking into account the views of Executive

Corporate Overview
Name Category
in other public companies ** Directorship in other listed entity The Independent Directors of the Company come from
companies * Chairman Member diverse fields of expertise, ensuring a well-rounded Director and Non-executive Directors and
Dr. Ramakrishnan Independent Director - - - - perspective. In accordance with Regulation 25(8) of the • Assess the quality, quantity, and timeliness of the flow
Ramamurthi Listing Regulations, the Independent Directors have of information between the Company’s management
(DIN: 00120246) # affirmed that they are not aware of any circumstances that and the Board that is necessary for the Board to
Mr. Arun L. Todarwal Independent Director 6 4 3 -Anuh Pharma Ltd.
could compromise their ability to discharge their duties effectively and reasonably perform its duties.
(DIN: 00020916)@ -Unichem Laboratories Ltd.
-Laxmi Organic Industries Ltd. with impartiality and without external influence. They have
-Welspun Corp Ltd. submitted the requisite declarations stating that they meet All Independent Directors attended the Meeting.

Statutory Reports
(acting as Independent Director in the the criteria of independence as prescribed under Section
above companies)
149(6) of the Act and Regulation 16(1)(b) of the Listing (e) Shareholding of the Non-executive Directors
* Excludes Directorships in Pvt. Ltd. Companies, Foreign Companies (including foreign subsidiaries of the Company) and Companies under Section 8 Regulations. The Board reviewed and assessed the veracity Details of shares held by Non-executive Directors as on 31
of the Act. of the aforesaid declarations, as required under Regulation March 2024
** Covers only Memberships/Chairmanships of Audit Committee and Stakeholders’ Relationship Committee of Public Limited Companies. 25(9) of the SEBI Listing Regulations. Name No. of shares held
$ Mr. Manu M. Parpia was appointed as an Independent Director of the Company for a second term w.e.f. 15 July 2023 upto 31 March 2024 duly
approved by the shareholders vide Postal Ballot on 7 October 2023. In the opinion of the Board, all the Independent Directors Mrs. Sudha S. Patel 45,74,720

Financial Statements
+ Mr. Mahendra K. Chouhan, Mr. Jai S. Diwanji, Mr. K. S. Srinivasa Murty and Mr. Manu M. Parpia completed their second term as Independent Directors fulfil the said conditions as mentioned in Section 149(6) of Mr. Mahendra K. Chouhan 25
and accordingly ceased to be Directors from the close of business hours on 31 March 2024. (jointly holding with his relative)
the Act and the Listing Regulations and are independent of
# Dr. Ramakrishnan Ramamurthi and Mr. Manish I. Panchal were appointed as Independent Directors of the Company for a term of five consecutive
Mr. Jai S. Diwanji 13,000
the management.
years w.e.f. 15 July 2023 upto 14 July 2028 duly approved by the shareholders vide Postal Ballot on 7 October 2023. Mr. K. S. Srinivasa Murty Nil
@ Mr. Arun L. Todarwal was appointed as an Independent Director of the Company for a term of five consecutive years w.e.f. 13 February 2024 upto 12 The terms and conditions of their appointment can be
February 2029 duly approved by the shareholders vide Postal Ballot on 21 March 2024. found on the Company’s website at https://www.nesco.in/ Mr. Manu M. Parpia 20,000
(held as a beneficiary holder)
% Ms. Amrita V. Chowdhury was re-appointed as an Independent Director of the Company for a second term of five consecutive years w.e.f. 14 May resources/images/pdf/Terms%20and%20Conditions%20
Ms. Amrita V. Chowdhury Nil
2024 upto 13 May 2029 duly approved by the shareholders vide Postal Ballot on 21 March 2024. of%20Appointment%20of%20Independent%20Directors.
Mr. Manish I. Panchal Nil
pdf
(b) Disclosure of relationships between Directors inter-se Dr. Ramakrishnan Nil
During the year under review, the Independent Directors Ramamurthi
In terms of Regulation 36(3)(c) and Schedule V(C)(2)(e) of the Listing Regulations, none of the Directors are related to each other
met on 13 February 2024 inter-alia, to: Mr. Arun L.Todarwal Nil
except that Mr. Krishna S. Patel, who is the son of Mrs. Sudha S. Patel and late Mr. Sumant J. Patel (promoters of the Company).
• Review the performance of Non-independent The Company has not issued any convertible instruments
(c) Number of Board Meetings held and attended by Directors with details of AGM attended Directors and the Board as a whole; during the financial year ended 31 March 2024.
Board and Committee meetings are pre-scheduled and annual calendar of meetings is decided well in advance to facilitate full
attendance and active participation of Board members. The Company has a well-established framework for the meetings of (f) List of core skills/expertise/competencies identified by the Board of Directors and the Directors who
the Board and its Committees to enable decision making process at the meetings in an informed and efficient manner. During possess the skill as required in the context of its business(es) and sector(s) for it to function effectively and
the year under review, meetings were held through video conferencing and physically in accordance with the prescribed those available with the Board
guidelines. A detailed agenda setting out the business to be transacted at the meeting(s), supported by explanatory notes For the effective functioning of the Board, your Company’s Board needs to have skills /expertise/competencies in the areas of
and presentations, is sent to each Director atleast seven days before the date of the Board meeting(s) and of the Committee the Company’s Business, Management, Finance, Accounting, Sustainability, Risk Management, Corporate Social Responsibility,
meeting(s) except where meetings have been convened at a shorter notice to transact urgent business. Business heads make a Governance and Legal. The Board has the appropriate mix of skills, competencies, experience, independence and knowledge
detailed presentation on operations at the quarterly meetings of the Board. There was no dissent from any Directors on any of to ensure their continued effectiveness. All the Directors have distinguished personality and have proven expertise in their
the decisions of the Board or the Committees. respective fields. Executive Director provides strategic management direction to the Company’s businesses within the overall
framework laid down by the Board and ensures business development and operational excellence is in accordance with the
During the financial year, five meetings of the Board of Directors of the Company were held on 24 May 2023, 12 July 2023, 4
set business objectives. Non-executive Directors and Independent Directors play critical role in setting up Board processes,
August 2023, 8 November 2023 and 13 February 2024.
strategies, reviewing performance, standards of conduct etc. Independent Directors also bring independent judgement on
The details of attendance of each Director at the Board meetings held during the year and at the last Annual General Meeting Board decisions. The list of core skills/expertise/competencies of the Board of Directors of your Company is as under:
(“AGM”) is as under:
Industry Leadership
Number of Board Meetings held Name of Director knowledge and and Business Finance Legal CSR Governance
and attended during the year 2023-24 Attendance at the last AGM
Name of Director experience Management
held on 4 August 2023
Held Attended
Mr. Krishna S. Patel    -  
Mr. Krishna S. Patel 5 5 Yes
Mrs. Sudha S. Patel    -  
Mrs. Sudha S. Patel 5 5 Yes
Mr. Mahendra K. Chouhan      
Mr. Mahendra K. Chouhan^ 5 5 Yes
Mr. Jai S. Diwanji^ 5 5 Yes Mr. Jai S. Diwanji      
Mr. K. S. Srinivasa Murty ^ 5 5 Yes Mr. K.S. Srinivasa Murty    - - 
Mr. Manu M. Parpia^ 5 3 Yes Ms. Amrita V. Chowdhury    - - 
Ms. Amrita V. Chowdhury* 5 5 Yes Mr. Manu M. Parpia    - - 
Mr. Manish I. Panchal** 5 3 Yes
Dr. Ramakrishnan Ramamurthi    -  
Dr. Ramakrishnan Ramamurthi** 5 3 Yes
Mr. Manish I. Panchal    -  
Mr. Arun L. Todarwal *** 5 1 NA
Mr. Arun L. Todarwal      
^ ceased to be Independent Directors of the Company on completion of their second term on close of business hours on 31 March 2024.
* was re-appointed as an Independent Director of the Company for a second term of five consecutive years w.e.f. 14 May 2024 upto 13 May 2029.
** were appointed as Independent Directors for a term of five consecutive years w.e.f. 15 July 2023 upto 14 July 2028.
*** was appointed as an Independent Director for a term of five consecutive years w.e.f. 13 February 2024 upto 12 February 2029.

54 Annual Report 2023-24 Annual Report 2023-24 55

Nesco | Believe

(g) Familiarisation Programme its objectives and has access to the relevant information wide enough to cover matters specified for the Committee Independent Directors was done by the entire Board
and records as well as the authority to obtain professional as given under Section 178 of the Act and Regulation 19 of of Directors and in the evaluation the Directors who

Corporate Overview
The Company has a well-defined induction and
Familiarisation programme for orientation and training of advice from external sources if required. the Listing Regulations. were subject to evaluation did not participate. The
Non-executive Independent Directors at the time of their performance of individual Independent Directors
The terms of reference of the Committee are wide enough During the year under review, the Committee met five
joining to enable them to understand the businesses in was based on criteria such as the contribution of
to cover matters specified for Audit Committees as given times on 24 May 2023, 12 July 2023, 8 November 2023, 13
which the Company operates, nature of industry, business the individual Director to the Board and Committee
under Section 177 of the Act and Regulation 18 of the February 2024 and 18 March 2024.
model, Nesco’s core values and culture, macro-economic meetings, their knowledge and skills, preparedness
Listing Regulations. The Committee mandatorily reviews
developments etc. The programme has been designed to The Chairman of the Nomination and Remuneration on the issues to be discussed, personnel attributes,
internal audit reports, management discussion and analysis
enable Directors to understand the Company’s purpose Committee was present at the 64th Annual General independent views and judgment, adherence to

Statutory Reports
of financial condition and result of operations, statement
and help in contributing effectively to decision making Meeting of the Company held on 4 August 2023. the Code of Independent Directors etc. The above
of significant related party transactions and such other
at the Board/Committee meetings. The Key Managerial criteria were broadly based on the Guidance
matters as prescribed. The Chief Financial Officer, Internal The Company Secretary acts as the Secretary to
Personnel(s) and Senior Management Personnel(s) of the Note on Board Evaluation issued by the Securities
Auditor, a representative of the Statutory Auditors are this Committee.
Company provides regular updates to all the Directors and Exchange Board of India and The Institute
regular invitees to the meetings. The gap between two
by making presentation(s) on critical parameters, such as The composition of the Nomination and Remuneration of Company Secretaries of India. Performance
Audit Committee meetings did not exceed one hundred
business strategy, initiatives, financial outlook, financial Committee of the Board of Directors of the Company along evaluation of the Board, its Committees and that of
and twenty days. The necessary quorum was present at
reports, risk, compliance and market outlook. with the details of the meetings held and attended by the the Non-independent Directors is covered under a
the above meetings.

Financial Statements
members of the Committee during the financial year 2023- separate heading in the Director’s Report.
The familiarisation programme imparted to the The Company Secretary acts as the Secretary to 24 is detailed below:
Independent Directors during the year are available on this Committee. (b) Criteria for making payment to Non-
the website of the Company at https://www.nesco.in/ No. of Committee Meetings executive Directors
During the financial year 2023-24, four meetings of the Name of the Nature of held and attended during
resources/images/pdf/Familiarisation-Programmes-for- the year 2023-24 The criteria of making payment to the Non-executive
Member Membership
Independent-Directors.pdf Audit Committee were held on 24 May 2023, 4 August 2023,
Held Attended Directors is based on the varied roles played by them
8 November 2023 and 13 February 2024. The maximum
Mr. Jai S. Chairman 5 5 towards the Company. The Company seeks their
(h) Compliance with the Code of Business Conduct gap between two meetings was well within the time limit
Diwanji* expert advice on various matters in general
and Ethics prescribed under the Act and the Listing Regulations as
Mr. Mahendra Member 5 5 management, strategy, business planning,
amended from time to time. The Chairman of the Audit
The Company has adopted a Code of Business Conduct K. Chouhan* sustainability, finance, technology or intellectual
Committee was present at the 64th Annual General
and Ethics. The said Code is posted on the Company’s Mrs. Sudha S. Member 5 5 property. It is not just restricted to corporate
Meeting of the Company held on 4 August 2023. Patel
website and the weblink of the same is https://www. governance or outlook of the Company, but they
nesco.in/resources/images/pdf/policy/code-of-business- The composition of the Audit Committee of the Board * Ceased to be members of the Nomination and Remuneration also bring along with them significant professional
conduct-and-ethics-for-directors-&-senior-management- of Directors of the Company along with the details Committee on close of business hours on 31 March 2024 post expertise and rich experience across the wide
personnel.pdf of the meetings held and attended by the members completion of their second term as Independent Directors. spectrum of functional areas.
of the Committee during the financial year 2023-24 is w.e.f. 1 April 2024, the Nomination and Remuneration Committee The Non-executive Directors are paid remuneration
All Board Members and Senior Management Personnel is reconstituted with Ms. Amrita V. Chowdhury as the Chairperson
detailed below: by way of sitting fees for each meeting of the Board
have affirmed compliance with the said Code for the year and Mrs. Sudha S. Patel, Mr. Manish I. Panchal and Dr. Ramakrishnan
ended 31 March 2024. A declaration to this effect, signed by No. of Committee Meetings Ramamurthi as the members of the Committee. or Committees attended by them. The Non-executive
the Chairman & Managing Director is given as Annexure E. Name of the Nature of held and attended during the Directors or Independent Directors do not have any
Member Membership year 2023-24 (a) Performance evaluation of Independent material pecuniary relationship or transactions with
(i) Disclosure on resignation of Independent Held Attended Directors the Company except for the shares held by them if
Directors Mr. Mahendra Chairman 4 4 In terms of the provisions of the Companies Act, any in the Company and the sitting fees received by
K. Chouhan* them and reimbursement of expenses if any.
None of the Independent Directors of the Company have 2013, the Rules made thereunder and the applicable
Mr. K. S. Member 4 4 SEBI Regulations, the Board of Directors has carried The Policy on criteria for making payment to Non-
resigned before the expiry of their tenure. Thus, disclosure Srinivasa
of detailed reasons for their resignation along with their Murty* out an annual evaluation of its own performance, executive Directors is uploaded on company’s
confirmation that there are no material reasons, other than Board Committees, and individual Directors. In website at https://www.nesco.in/resources/images/
Mr. Jai S. Member 4 4
those provided by them is not applicable. Diwanji * terms of the Nomination and Remuneration Policy pdf/policy/nomination-and-remuneration-policy.pdf
Mr. Krishna S. Member 4 4
of the Company the performance evaluation of
(j) Compliance Officer Patel
Ms. Jinal J. Shah, Company Secretary & Compliance Ms. Amrita V. Member 4 4 (c) Details of Remuneration of the Directors of the Company for the financial year 2023-24 are as follows:
Chowdhury (` in lakhs)
Officer of the Company resigned w.e.f. 18 August 2023
Perquisites and
and Ms. Shalini Kamath was appointed as the Company * Ceased to be members of the Audit Committee after the close of Name Sitting Fees Salary Commission
Allowances
Total Amount
Secretary & Compliance Officer w.e.f. 8 November 2023. business hours on 31 March 2024 post completion of their second Mr. Krishna S. Patel NA 127.37 2,100.00 - 2,227.37
term as Independent Directors. Mrs. Sudha S. Patel 7.45 - NA - 7.45
Mr. Mahendra K. Chouhan 11.10 - NA - 11.10
3. Audit Committee w.e.f. 1 April 2024, the Audit Committee is reconstituted with Mr.
Mr. Jai S. Diwanji 11.45 - NA - 11.45
Arun L. Todarwal as the Chairman and Ms. Amrita V. Chowdhury and
The Audit Committee meets the criteria laid down under Mr. Manish I. Panchal as the members. Mr. K.S. Srinivasa Murty 8.30 - NA - 8.30
Section 177 of the Act and Regulation 18 of the Listing Ms. Amrita V. Chowdhury 7.95 - NA - 7.95
Mr. Manu M. Parpia 3.35 - NA - 3.35
Regulations. The Audit Committee’s primary role is to
4. Nomination and Remuneration Committee Dr Ramakrishnan Ramamurthi 3.35 - NA - 3.35
supervise the internal controls and the financial reporting Mr. Manish I. Panchal 3.35 - NA - 3.35
process and thus ensure accurate and timely disclosure The Nomination and Remuneration Committee of the Mr. Arun L. Todarwal* NA NA NA NA NA
of information that maintains the transparency, integrity Board of Directors meets the criteria laid down under
* was appointed w.e.f. 13 February 2024
and quality of financial controls and reporting. The Audit Section 178 of the Act and Regulation 19 of the Listing
Committee is vested with the necessary powers to achieve Regulations. The terms of reference of the Committee are

56 Annual Report 2023-24 Annual Report 2023-24 57

Nesco | Believe

Name of the Nature of

No. of Committee Meetings held and 7. Risk Management Committee Appointment/
The remuneration to Whole Time Director is approved attended during the year 2023-24
Name of SMP Designation
Resignation

Corporate Overview
Member Membership The terms of reference of the Risk Management during the
by the shareholders in terms of Section 197, 198 and Held Attended
financial year
Mrs. Sudha Chairperson 1 1 Committee are as prescribed under Regulation 21 of the
Schedule V of the Companies Act, 2013 and the Rules
S. Patel Listing Regulations and includes monitoring and reviewing Mr. Ameya Naik AGM (IT) -
made thereunder. The Chairman & Managing Director
Mr. K. S. Member 1 1 of the risk management plan and reporting the same to Mr. Sandeep Chauhan VP (TFM) -
was appointed for a period of five years w.e.f. 1 July 2023 Srinivasa the Audit Committee and Board of Directors periodically Mr. Avinash Shikhare Sr. GM (Procurement) Joined on 1
by the shareholders at the AGM held on 4 August 2023. Murty *
as it may deem fit, in addition to any other terms as may August 2023 and
The remuneration paid to the CMD consists of fixed pay Mr. Jai S. Member 1 1 Resigned on 15
Diwanji*
be referred by the Board of Directors from time to time.
and commission. The appointment of the Chairman & April 2024
The Company has procedures for risk assessment, its

Statutory Reports
Managing Director can be terminated by giving 90 days Mr. Krishna Member 1 1
minimisation and mitigation. A section on risk management Ms. Vibhuti Vyas Head Legal -
S. Patel
notice or such other mutually agreed period by the CMD Mr. R. Jayachandran Head Projects Joined on 3
practices of the Company forms a part of the Management
and the Company. Non-executive Directors are paid sitting * Ceased to be members of the Stakeholders’ Relationship Committee January 2024
on the close of business hours on 31 March 2024 post completion of Discussion and Analysis Report.
fees for the Board and Committee meetings attended by Dr. Pawan Kumar VP (Operations and Joined on 28
their second term as Independent Directors.
them and reimbursement of expenses if any. The payment The Company Secretary acts as the Secretary to Singh Sales) Indabrator February 2024
of remuneration and sitting fees to the Directors is as per w.e.f. 1 April 2024, the Committee is reconstituted with Mrs. Sudha this Committee. and designated
S. Patel as the Chairperson and Ms. Amrita V. Chowdhury and Dr. as SMP from 1
the provisions of the Companies Act, 2013 and the Rules
Ramakrishnan Ramamurthi as the members of the Committee. During the year the Committee met thrice on 24 May 2023, March 2024

Financial Statements
made thereunder and the Nomination and Remuneration
8 November 2023 and 13 February 2024. The composition of
Policy of the Company.
the Risk Management Committee of the Board of Directors 9. CEO and CFO Certification
6. Corporate Social Responsibility Committee
of the Company along with the details of the meetings held
5. Stakeholders’ Relationship Committee (“CSR”) The Managing Director and the Chief Financial Officer have
and attended by the members of the Committee during
inter-alia, certified to the Board of Directors, the accuracy
The Stakeholders’ Relationship Committee of the Board of The Corporate Social Responsibility Committee of the the financial year 2023-24 is detailed below:
of financial statements and adequacy of internal controls
Directors meets the criteria laid down under Section 178 of Board of Directors meets the criteria laid down under
No. of Committee Meetings for financial reporting as required under Regulation 17(8) of
the Act and Regulation 20 of the Listing Regulations. Section 135 of the Companies Act, 2013 and the Rules made held and attended
Name of the Nature of the Listing Regulations for the year ended 31 March 2024.
thereunder. The terms of reference of the Committee are Member Membership during the year 2023-24
The Stakeholders’ Relationship Committee oversees, inter- The certificate dated 20 May 2024 was placed before the
wide enough to cover matters specified for the Committee Held Attended
alia, redressal of shareholders and investor grievances, Board of Directors at its meeting held on 20 May 2024 and
as given under Section 135 of the Act and the Rules made Mr. Krishna S. Patel Chairman 3 3
transmission of shares, non-receipt of the annual report is annexed as Annexure F.
thereunder. The details of the CSR activities undertaken by Mr. Mahendra K. Member 3 3
or declared dividend, issue of duplicate share certificates
the CSR Committee are given in CSR annual report section Chouhan *
(letter of confirmation), reviewing dematerialisation of 10. General Body Meetings
of this annual report. Mr. Jai S. Diwanji * Member 3 3
shares, and related matters. The Committee focuses
on shareholders’ grievances and strengthening The composition of the CSR committee, CSR Policy and Mr. Dipesh R. Member 3 3 (a) Details of location, time and date of last three
Singhania
investor relations. the CSR annual action plan for the financial year 2023- Annual General Meetings of the Company
24 is available on the website of the Company at https:// * Ceased to be members of the Committee from close of business
No. of special
The terms of reference of the Committee are wide enough hours on 31 March 2024 post completion of their second term as
www.nesco.in/resources/images/pdf/CSR-annual-action- Year AGM Location Date Time resolutions set
to cover matters specified for the Committee as given Independent Directors. out at AGM
plan%20for-FY-2023-24.pdf
under Section 178 of the Act and Regulation 20 of the 2020-21 62nd Through 11 3.30 Nil
w.e.f. 1 April 2024 the Committee is reconstituted with Mr. Krishna S.
Listing Regulations. The Company Secretary acts as the Secretary to Patel as the Chairman and Mr. Arun L. Todarwal, Mr. Manish I. Panchal audio/video August P.M.
this Committee. and Mr. Dipesh R. Singhania as the members of the Committee. conference 2021
During the financial year the Company has received six
Mr Dipesh R. Singhania is the CFO of the Company. 2021-22 63rd Through 8 2.30 Nil
complaints from shareholders out of which five complaints During the year the Committee met once on 24 May 2023. audio/video August P.M.
were resolved during the year and one complaint was The composition of the Corporate Social Responsibility conference 2022
pending at the end of the financial year, which as on date Committee of the Board of Directors of the Company along 8. Particulars of Senior Management Personnel
2022-23 64th Through 4 3.30 2
of this report stands resolved. These complaints generally with the details of the meetings held and attended by the (“SMP”) including the changes therein since audio/video August P.M.
pertained to non-receipt of Shares/Dividends/annual members of the Committee during the financial year 2023- conference 2023
the close of the previous financial year
reports. All complaints were resolved within prescribed 24 is detailed below:
Appointment/
time limit. No. of Committee Meetings
Resignation (b) Resolution passed through Postal Ballot
Nature of held and attended Name of SMP Designation
Name of the Member during the Whether any special resolution passed last year through
The Company has a dedicated e-mail id at Membership during the year 2023-24
financial year
[email protected] where investors and other Held Attended postal ballot–details of voting pattern?
Mr. Dipesh R. CFO -
stakeholders can address their queries and grievances. Mrs. Sudha S. Patel Chairperson 1 1 Singhania Details of the resolution passed through Postal Ballot for
Mr. Krishna S. Patel Member 1 1 Dr. Ashish Pinto CHRO - FY 2023-24 and the procedure of voting is as under:
Ms. Shalini Kamath acts as the Secretary to this Committee
Mr. Mahendra K. Member 1 1
and is also the Compliance Officer. Ms. Shalini Kamath Company Secretary & Joined on 8
Chouhan* Postal Ballot Notice dated 4 August 2023
Compliance Officer November 2023
Mr. Jai S. Diwanji* Member 1 1
During the year under review the Committee met once Ms. Jinal J. Shah Company Secretary & Resigned on 18 The Company had dispatched Postal Ballot Notice dated
on 24 May 2023. The composition of the Stakeholders’ * Ceased to be members of the CSR Committee on the close of Compliance Officer August 2023 4 August 2023 together with explanatory statement,
Relationship Committee of the Board of Directors of the business hours on 31 March 2024 post completion of their second
Mr. Harsh Mukherjee AVP Sales - inter-alia, for passing of the Special Resolutions for the
term as Independent Directors.
Company along with the details of the meeting held and Mr. Rishab Doshi GM GRC - appointment of the following Directors as Independent
attended by the members of the Committee during the w.e.f. 1 April 2024, the Committee is reconstituted with Mrs. Sudha
S. Patel as the Chairperson and Mr. Arun L. Todarwal and Dr. Mr. Dharmesh Joshi Sr. GM Projects - Directors of the Company. Ms. Neeta H. Desai (COP No.
financial year 2023-24 is as follows: Ramakrishnan Ramamurthi as the members of the Committee. 4741) of ND & Associates Practicing Company Secretary
Mr. CK Sasidharan Nair Head Projects -
was appointed as the scrutiniser for carrying out the Postal
Mr. Rajesh Upadhyay VP (Indabrator) -
Ballot voting process through electronic means in a fair and
Mr. Kumar Razdan VP (Events) -
transparent manner. Procedure adopted for Postal Ballot is

58 Annual Report 2023-24 Annual Report 2023-24 59

Nesco | Believe

in compliance with Regulation 44 of the Listing Regulations, rights were reckoned on the paid-up value of shares of the (c) As at 31 March 2024, no other Special Resolution was 12. General Shareholder Information
Sections 108, 110, and other applicable provisions of the Act Company registered in the names of the shareholders as proposed to be conducted through Postal Ballot.

Corporate Overview
read with the Rules issued thereunder and General Circular (a) Date, Time, and Venue of the 65th Annual
on the cut-off date. Members were informed that remote
issued by the Ministry of Corporate Affairs (“MCA”). The 11. Means of Communication General Meeting
e-voting period would commence on 8 September 2023,
Company provided an electronic voting (Remote e-voting) Date : Friday, 2 August 2024
at 9 a.m. (IST) and would end on 7 October 2023 at 5.00 (a) The quarterly/half-yearly/yearly results are announced
facility to all its members.
p.m. (IST) and the detailed procedure of casting the votes within the statutory time limits as per the requirement Time : 3:30 p.m.
The Company engaged the services of National Securities through remote e-voting formed part of the notes to of the Listing Regulations duly amended from time to Venue : Through Audio/Video Conference
Depository Services Limited (“NSDL”) for the purpose of the Notice. The Scrutiniser submitted her report dated 8 time.

Statutory Reports
providing electronic voting facility to all its members. October 2023, to the CFO, after the completion of scrutiny, The AGM for the financial year 2023-24 will be held
The Postal Ballot Notice was sent to the members in
and the consolidated results of the voting by Postal Ballot
(b) The approved financial results are forthwith sent to through audio/video conference or other means
electronic form at their e-mail addresses registered with the Stock Exchanges and are published in a national of audio-visual mode (“OAVM”) as permitted by
were then announced by the CFO on 9 October 2023 as
the depositories/and the RTA. The Company also published English newspaper namely Business Standard. In the Regulators.
authorised by the Board of Directors of the Company.
a notice on 7 September 2023 in the newspapers declaring addition, the same is also published in a local language
the details of completion of dispatch, e-voting details and The results were displayed on the Company’s website at (Marathi) newspaper namely Lakshadweep, within (b) Financial Year: 1 April 2023 to 31 March 2024
other requirements in terms of the Act read with the Rules https://www.nesco.in/resources/images/pdf/Postal-Ballot- forty-eight hours of approval thereof. In addition to
issued thereunder and the Secretarial Standards issued Results-and-Scrutinisers-report.pdf and were available on uploading the same on the website of the Company (c) Dates of Book Closure for AGM and payment

Financial Statements
by the Institute of Company Secretaries of India. Voting the website of the Stock Exchanges and NSDL. at https://www.nesco.in/financials it is also sent to the of dividend
Stock Exchanges for dissemination. From Saturday, 27 July 2024 to Friday 2 August 2024
Votes in (both days inclusive)
Sr. Type of Votes in Favour Votes against (In Votes against
Particulars of Resolution Favour
No. Resolution (In Numbers)
(In %)
Numbers) (In %) (c) Presentations/Press releases if any, made to the
institutional investors and/or analysts are also posted Payment of Dividend: on or before Tuesday, 20
1. Appointment of Mr. Manu M. Parpia as an Independent Special 5,24,13,797 99.85 80,538 0.15 August 2024
Director on the Company’s website and sent to the Stock
2. Appointment of Dr. Ramakrishnan Ramamurthi as an Special 5,24,12,950 99.85 80,435 0.15 Exchanges where the Company’s shares are listed.
Independent Director (d) Stock Exchanges on which shares are listed
3. Appointment of Mr. Manish I. Panchal as a Independent Special 5,24,12,949 99.85 80,436 0.15 (d) The quarterly results, shareholding pattern, quarterly BSE Limited
Director compliances and all other corporate communications Department of Corporate Services
to the Stock Exchanges namely BSE Limited and 25th Floor, Phiroze Jeejeebhoy Towers
Postal Ballot Notice dated 13 February 2024 The Company also published a notice on 20 February 2024 NSE Limited are filed electronically. The Company Dalal Street, Mumbai - 400 001
in the newspapers declaring the details of completion of has complied with filing submissions through the
The Company had dispatched Postal Ballot Notice dated National Stock Exchange of India Limited
dispatch, e-voting details and other requirements in terms BSE Listing Centre. The said information is also filed
13 February 2024 together with explanatory statement, Department of Corporate Services
of the Act read with the Rules issued thereunder and the electronically with NSE through the NEAPS portal.
inter-alia, for passing of the Special Resolutions for the 5th Floor, Exchange Plaza
Secretarial Standards issued by the Institute of Company
appointment of the below mentioned Independent (e) A separate dedicated section on the Company’s Bandra Kurla Complex
Secretaries of India. Voting rights were reckoned on the
Directors of the Company. Ms. Neeta H. Desai website gives information on unclaimed dividends, Bandra (East)
paid-up value of shares of the Company registered in the
(COP No. 4741) of ND & Associates Practicing Company names of the shareholders as on the cut-off date. Members shareholding patterns, financial results and other Mumbai - 400 051
Secretary was appointed as the scrutiniser for carrying out were informed that remote e-voting period would relevant information of interest to the investors/
The annual listing fees have been paid by the
the Postal Ballot voting process through electronic means commence on 21 February 2024 at 9 a.m. (IST) and would public.
Company and there is no payment outstanding
in a fair and transparent manner. Procedure adopted for end on 21 March 2024 at 5.00 p.m. (IST) and the detailed towards the Stock Exchanges as on date.
Postal Ballot is in compliance with Regulation 44 of the procedure of casting the votes through remote e-voting
Listing Regulations, Sections 108, 110, and other applicable formed part of the notes to the Notice. The Scrutiniser (e) Stock Codes
provisions of the Act read with the Rules issued thereunder submitted her report dated 21 March 2024 to the Company
and General Circular issued by the Ministry of Corporate BSE 505355
Secretary of the Company, after the completion of scrutiny,
Affairs (“MCA”). and the consolidated results of the voting by postal ballot NSE NESCO

The Company provided an electronic voting (Remote were then announced by the Company Secretary on 22 ISIN INE317F01035
March 2024 as authorised by the Board of Directors of
e-voting) facility to all its members. The Company engaged
the Company.
the services of National Securities Depository Services
Limited (“NSDL”) for the purpose of providing electronic The results were displayed on the Company’s website at
voting facility to all its members. The Postal Ballot Notice h t t p s : // w w w . n e s c o . i n / r e s o u r c e s / i m a g e s / p d f /
was sent to the members in electronic form at their e-mail Resultsofpostalballot.pdf and were available on the
addresses registered with the depositories/and the RTA. website of the Stock Exchanges and NSDL.

Votes in
Sr. Type of Votes in Favour Votes against (In Votes against
Particulars of Resolution Favour
No. Resolution (In Numbers) Numbers) (In %)
(In %)
1. Appointment of Mr. Arun L. Todarwal as an Independent Special 5,26,31,585 99.98 10,234 0.02
Director
2. Re-appointment of Ms. Amrita V. Chowdhury as an Special 5,26,22,793 99.96 19,026 0.04
Independent Director

60 Annual Report 2023-24 Annual Report 2023-24 61

Nesco | Believe

(f) Unclaimed Dividend (n) Address for correspondence

Corporate Overview
The dividend remaining unclaimed for seven years will be transferred to the Investor Education and Protection Fund Registered Office
(“IEPF”) as per the Act and Rules made thereunder. Shareholders who have not claimed their dividends may do so before Nesco Limited
these are statutorily transferred and are requested to immediately approach the Investor Relations Department of the Nesco Center, Western Express Highway, Goregaon (East), Mumbai-400 063
Company for the issue of DD’s or electronic credits. Tel. +91 9137500282 • E-mail: [email protected] • Website: www.nesco.in
Financial Year Type of Dividend Date of Declaration of Dividend Proposed date of transfer to IEPF For Secretarial matters
2016-17 Final 14.08.2017 20.09.2024 Ms. Shalini Kamath
2017-18 Final 08.08.2018 14.09.2025 Company Secretary & Compliance Officer

Statutory Reports
2018-19 Final 05.08.2019 11.09.2026 Nesco Limited
2019-20 Interim 11.03.2020 17.04.2027 Nesco Center, Western Express Highway, Goregaon (East), Mumbai-400 063
2020- 21 Final 11.08.2021 17.09.2028 Tel. +91 9137500282 • E-mail: [email protected] • Website: www.nesco.in
2021- 22 Final 08.08.2022 14.09.2029
2022- 23 Final 04.08.2023 10.09.2030 (o) Credit Rating
The Company has not issued any debt instruments or had any fixed deposit programme or any scheme involving mobilisation
(g) Disclosure with respect to Suspense Escrow Demat Account pursuant to the SEBI (Listing Obligations of funds in India or abroad for the year under review and hence credit rating is not applicable to the Company.

Financial Statements
and Disclosure Requirements) Regulations, 2015
Particulars No. of Shareholders No. of shares (p) Market Price data Figures in K
Aggregate number of Shareholders and the outstanding shares lying in the Suspense Escrow 0 0
BSE NSE
Demat Account as at 1 April 2023 Month
(Add): Number of Shareholders and their shares transferred to Suspense Escrow Demat 1 1,800 High Low High Low
Account during the year April, 2023 572.00 520.40 575.70 520.30
(Less): Number of shares transferred from Suspense Escrow Demat Account to the 0 0 May, 2023 630.00 555.35 630.00 555.05
shareholder during the financial year 2023-24
June, 2023 657.00 603.95 657.70 601.00
Aggregate number of outstanding equity shares in the Suspense Escrow Demat Account as at 1 1,800
31 March 2024 July, 2023 702.55 610.20 704.00 613.55
August, 2023 730.00 662.05 730.15 662.00
As on 3 May 2024 the shares were transferred from the Suspense Escrow Demat Account to the shareholder’s demat September, 2023 746.30 669.00 747.95 668.30
account. October, 2023 698.00 616.85 689.75 616.05
November, 2023 842.50 638.30 842.00 641.00
(h) Disclosure of certain types of agreements KYC details and nomination pursuant to the SEBI December, 2023 923.00 817.15 923.95 815.05
binding listed entities circular as amended from time to time.
January, 2024 918.00 815.00 918.50 814.00
There are no agreement binding the Company hence There are no legal proceedings pending against the February, 2024 933.95 819.00 934.00 818.45
the same is not applicable. Company before the Company Law Board in respect
March, 2024 910.00 755.10 908.90 748.60
of dispute over title to shares in which the Company
(i) Registrar and Share Transfer Agents (RTA) has been a party.
(q) Stock Performance in comparison to broad-based Indices
Link Intime India Pvt. Ltd.
(k) Dematerialisation of Shares and Liquidity The chart below shows the comparison of the Company’s share price (close price) movement on BSE Sensex (closing figures) for
CC101, 247 Park, L B S Marg
the financial year ended 31 March 2024.
Vikhroli (West), Mumbai 400 083 A practicing Company Secretary carried out a share
Tel.: (022) 4918 6000 • Fax.: (022) 4918 6060 capital audit to reconcile the total admitted equity share
E-mail id: [email protected] capital with the National Securities Depository Limited Nesco Limited vs Sensex
(“NSDL”) and the Central Depository Services (India)
(j) Share Transfer System Limited (“CDSL”) and the total issued and listed equity 75000 1000
The Company’s share transfer and related operations share capital. The audit report confirms that the total
73000 900
are undertaken by the Registrar and Share Transfer issued/paid-up capital is in agreement with the total
Agent (“RTA”) Link Intime India Pvt. Ltd. Shareholders number of shares in physical form and the total number 71000 800
may please note that SEBI vide its circular dated 25 of dematerialised shares held with NSDL and CDSL.
69000 700

Nesco Limited
January 2022 has mandated the Listed Companies As on 31 March 2024, 98.96% of the paid-up share
to issue securities only in dematerialised form while capital had been dematerialised and balance 1.04% 67000 600

Sensex
processing service requests viz. issue of duplicate are held in physical mode.
65000 500
share certificates, claim from unclaimed suspense
account, exchange of share certificates, endorsement, (l) Outstanding GDRs/ADRs/Warrants or any 63000 400
sub-division/split of share certificates, consolidation Convertible instruments, conversion date,
61000 300
of share certificates/folios, transmission, transposition and likely impact on equity
etc. Accordingly, the shareholders are requested The Company has not issued any GDRs/ADRs/ 59000 200
to make service requests by submitting necessary Warrants or any convertible Instruments.
standardisation forms to the Company or the RTA. 57000 100
Further, the Company has sent individual letters to (m) Plant locations 55000 0
the respective Shareholders holding shares of the Sensex Nesco Ltd
The Company’s plants are located at Karamsad and
Company in physical form for furnishing their PAN,
Vishnoli, Gujarat.

62 Annual Report 2023-24 Annual Report 2023-24 63

Nesco | Believe

(r) Distribution of Shareholding on 31 March 2024 appointed Mr. Manu M. Parpia as an Independent any such statutory authority. The said certificate is
Director for a second term from 15 July 2023 upto annexed herewith as Annexure G.

Corporate Overview
No. of Shares Held No. of Shareholders % of Total shareholders Total Shares % of Issued Capital 31 March 2024 which was duly approved by the
shareholders on 7 October 2023. The Audit Committee (f) The Board has accepted all the recommendations of
1 – 100 36,265 75.90 9,76,973 1.39 Chairman received an administrative warning letter the Committees of the Board given from time to time
101-200 3,810 7.97 5,94,272 0.84 from SEBI dated 31 January 2024 mentioning violation during the financial year under review.
201-500 3,364 7.04 11,65,495 1.65 under Regulation 25(9) of LODR Regulations read with
Section 149(10) of Companies Act, 2013 in relation to (g) Total fees paid to all statutory auditors
501-1,000 1,834 3.84 14,11,303 2.00
the Committee’s failure to review the adequacy of the Total fees paid by the Company to the statutory

Statutory Reports
1,001-5,000 1,913 4.00 41,95,065 5.95
internal control systems which should have prevented auditor and all entities in the network firm/network
5,001–10,000 327 0.68 23,28,150 3.30
the lapse of the Company in re-appointing Mr. Manu entity of which the statutory auditor is a part during
10,001– 100,000 247 0.52 57,70,133 8.19
M. Parpia as an Independent Director of the Company. the financial year under review, aggregates to
100,001 and above 24 0.05 5,40,18,569 76.68 The said letter received from SEBI is already disclosed ` 40 lakhs.
Total 47,784* 100.00 7,04,59,960 100.00 by the Company to the exchanges under Regulation
* PAN is not clubbed. 30 of the Listing Regulations. (h) Disclosures in relation to the Sexual
Harassment of Women at Workplace
No penalties or strictures have been imposed on the

Financial Statements
(s) Shareholding Pattern as on 31 March 2024 (Prevention, Prohibition and Redressal) Act,
Company by the Stock Exchange, SEBI or any other
Category Total Shares % of total Issued Capital 2013
statutory authority, on any matter relating to the
Promoters and Promoters Group 4,82,90,313 68.54 a number of complaints filed during the Nil
Indian 4,38,18,313 62.19 capital markets during the last 3 (three) years.
financial year
Foreign 44,72,000 6.35 b number of complaints disposed of during Nil
Public 2,21,69,647 31.46 (c) Whistle Blower Policy the financial year
Mutual Funds 19,20,510 2.73 c number of complaints pending as on end Nil
The Company has in place a Whistle Blower/Vigil
Alternate Investment Fund 2,14,035 0.30 of the financial year
Mechanism Policy through which its Stakeholders,
Banks 715 0.00 Directors, and Employees can report their genuine
Insurance Companies 6,75,033 0.96 (i) Details of Material Subsidiary of the Company
concerns about unethical behaviour and actual or
NBFCs registered with RBI 3,001 0.00 The Company does not have any material subsidiary.
suspected fraud or violation of the Company’s Code of
Foreign Portfolio Investor Category 1 23,02,662 3.27 The Company has a Policy on material subsidiary
Business Conduct and Ethics. The said Policy provides
Foreign Portfolio Investor Category 2 1,62,656 0.23
for adequate safeguards against victimisation and which is available on the website of the Company at
Investor Education and Protection Fund Authority 12,00,177 1.70
no personnel has been denied access to the Audit https://www.nesco.in/resources/images/pdf/policy/
Resident Individual holding nominal share capital upto `2 lakhs 1,21,25,480 17.21
Committee wherever required. The e-mail id for policy-for-determining-material-subsidiaries.pdf
Resident Individual holding nominal share capital in excess of ` 2 lakhs 10,07,036 1.43
Non-Resident Indians (NRI) 7,98,156 1.13 reporting genuine concerns is [email protected]
(j) No loans and advances were provided by the
Bodies Corporate 11,77,986 1.67 The Policy is displayed on the Company’s website Company or its subsidiaries, to firms/companies in
Others 5,82,200 0.83
and the weblink of the same is https://www.nesco.in/ which Directors are interested.
TOTAL 7,04,59,960 100.00
resources/images/pdf/policy/whistle-blower-policy.
pdf. (k) Management Discussion and Analysis Report
(t) Financial Calendar (Tentative)
The information required under the Management
Results for the Quarter and year ending on Tentative date (d) Details of the utilisation of funds raised Discussion and Analysis Report is separately given in
Unaudited results for the first quarter ending 30 June 2024 Within 45 days from the end of the quarter through preferential allotment or qualified this annual report.
Unaudited results for the second quarter and half year ending 30 September 2024 Within 45 days from the end of the quarter institutions placement as specified under
Unaudited results for the third quarter and nine months ending 31 December 2024 Within 45 days from the end of the quarter Regulation 32(7A) of the Listing Regulation (l) Brief profile of Directors seeking
Audited results for year ending 31 March 2025 Within 60 days from the end of the financial year The Company has not raised any funds through appointment/re-appointment
preferential allotment or qualified institutions As required a brief profile and other particulars of the
placement and hence, the same is not applicable. Director retiring by rotation is given in the Notice and
(u) Commodity price risk or foreign exchange risk the same is https://www.nesco.in/resources/images/
forms a part of this annual report
and hedging activities pdf/policy/policy-on-related-party-transactions.pdf (e) Certificate from Company Secretary in
The Company does not have any exposure hedged practice
(b) Details of non-compliance 14. Compliance with the Mandatory
through commodity derivatives. The Company has received a certificate dated 30 April
The equity shares of the Company are listed on BSE Requirements of the Listing Regulations
2024 from Ms. Neeta H. Desai (COP No. 4741) of ND &
13. Other Disclosures and NSE Limited, Mumbai, and the Company has Associates, Company Secretary in practice that none The Company has complied with all the mandatory
complied with all the applicable regulations of capital of the Directors on the Board of the Company as on requirements specified in Regulations 17 to 27 and clauses
(a) Related Party Transactions markets except as under: 31 March 2024 have been debarred or disqualified (b) to (i) of sub regulation (2) of Regulation 46 of the
There were no materially significant transactions from being appointed or continuing as Directors of Listing Regulations.
Due to clerical error the Company omitted to note that
with Related Parties during the financial year, which Mr. Manu M. Parpia’s term as an Independent Director Company by SEBI/Ministry of Corporate Affairs or
conflicted with the interest of the Company at large. ended on 9 May 2022, and he continued to serve on
All Related Party Transactions (“RPTs”) are periodically the Board of Directors and Audit Committee for more
placed before the Audit Committee/Board for its than one year even after cessation of this tenure.
review, approval and noting. The Company has in place Upon this fact coming to the Company’s knowledge
a Policy on Related Party Transactions and the same is in May 2023, it immediately took corrective measures
displayed on the Company’s website, the weblink of including disclosure. The Company thereafter

64 Annual Report 2023-24 Annual Report 2023-24 65

Nesco | Believe

15. Adoption of non-mandatory Requirements ANNEXURE F

Corporate Overview
The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATION
headings detailed below: Pursuant to Regulation 17(8) read with Part B of Schedule II and Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(a) The Board
To
The Company’s Chairman is an Executive Whole-time Director and hence this is not applicable.
The Board of Directors
Nesco Limited
(b) Shareholders’ Right
Mumbai

Statutory Reports
The quarterly, half-yearly and annual financial results of the Company are published in newspapers and posted on
Company’s website at www.nesco.in. The same are also available on the websites of stock exchanges, where the shares of Dear Members of the Board,
the Company are listed i.e. www.bseindia.com and www.nseindia.com We, Krishna S. Patel, Chairman & Managing Director and Dipesh R. Singhania, Chief Financial Officer of Nesco Limited, have reviewed
financial statements and the cash flow statement for the financial year ended 31 March 2024 and that to the best of our knowledge
(c) Modified opinion(s) audit report and belief, state that:
The Company is in the regime of unmodified opinions on financial statements.
(a) (i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that may
be misleading; and

Financial Statements
(d) Reporting of Internal Auditor
The internal audit department of the Company is co-sourced with a professional firm of chartered account and reports (ii) These statements present a true and fair view of the Company’s affairs and are in compliance with existing Accounting
directly to the Audit Committee. The internal auditor of the Company is a permanent invitee to the Audit Committee Standards, Applicable Laws and Regulations.
meetings for reporting the findings of the internal audit reports to the Audit Committee members. (b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or in violation of the Company’s code of conduct.
16. Auditors Certificate
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the
The statutory auditors certificate on compliance with the conditions of Corporate Governance is annexed herewith as effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the auditors
Annexure H. and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware, and
steps taken or proposed to be taken for rectifying these deficiencies.
For and on behalf of the Board of Directors,
(d) We have indicated to the auditors and the Audit Committee:
Krishna S. Patel
Mumbai Chairman and Managing Director (i) That there are no significant changes in the internal control over financial reporting during the year.
20 May 2024 DIN: 01519572 (ii) That there are no significant changes in accounting policies made during the year and hence there was no need to disclose
the same in the notes to the financial statements; and

(iii) That there no instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial reporting.

Annexure E
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT Krishna S. Patel Dipesh R. Singhania
Certificate on compliance with SEBI (Listing Obligations and Disclosure Requirements) Chairman and Managing Director Chief Financial Officer
Regulations, 2015 relating to corporate governance requirements DIN: 01519572
Mumbai
To,
20 May 2024
The Members of Nesco Limited

I, Krishna S. Patel, Chairman & Managing Director of the Company hereby confirm that the Company has obtained from all the
members of the Board and Senior Management Personnel, affirmation(s) that they have complied with the Code of Conduct for
Board Members and Senior Management Personnel in respect of the financial year ended 31 March 2024.

Krishna S. Patel
Mumbai Chairman and Managing Director
11 April 2024 DIN: 01519572

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Nesco | Believe

ANNEXURE G ANNEXURE H

Corporate Overview
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 To Auditing specified under Section 143(10) of the Companies Act,
The Members of Nesco Limited 2013, in so far as applicable for the purpose of this certificate and
To
as per the Guidance Note on Reports or Certificates for Special
The Members We, Manubhai & Shah LLP, Chartered Accountants, the Statutory
Purposes issued by the ICAI which requires that we comply with
Nesco Limited Auditors of Nesco Limited (‘the Company’), have examined
the ethical requirements of the Code of Ethics issued by the ICAI.
Nesco Center the compliance of conditions of Corporate Governance by

Statutory Reports
Western Express Highway the Company for the year ended 31 March, 2024 as stipulated We have complied with the relevant applicable requirements
Goregaon (East) in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) of the Standard on Quality Control (SQC) 1, Quality Control
Mumbai – 400063 and para C and D of Schedule V of the SEBI (Listing Obligations for Firms that Perform Audits and Reviews of Historical
and Disclosure Requirements) Regulations, 2015 (‘the Listing Financial Information, and Other Assurance and Related
We have examined electronically the relevant registers, records, forms, returns and disclosures received from the Directors of Nesco
Regulations’). Services Engagements.
Limited having CIN L17100MH1946PLC004886 and having registered office at Nesco Center, Western Express Highway, Goregaon
(East), Mumbai– 400063 (hereinafter referred to as (“the Company”) produced before us by the Company by e-mail for the purpose
Management’s Responsibility Opinion
of issuing this certificate in accordance with Regulation 34(3) read with Schedule V Para C Sub Clause (10)(i) of the SEBI (Listing

Financial Statements
Obligation and Disclosure Requirements) Regulations, 2015. The compliance of conditions of Corporate Governance is the Based on our examination of the relevant records and according
responsibility of the Management. This responsibility includes to the information and explanations provided to us and the
In our opinion and to the best of our knowledge and according to the verifications including Directors Identification Number (“DIN”) the design, implementation and maintenance of internal control representations provided by the Management, we certify that
status at the portal www.mca.gov.in as considered necessary and explanation furnished to us by the Company and its officers, we and procedures to ensure the compliance with the conditions of the Company has complied with the conditions of Corporate
hereby certify that none of the Directors on the Board of the Company as stated below for the financial year ended on 31 March 2024 the Corporate Governance stipulated in the Listing Regulations. Governance as stipulated in regulations 17 to 27 and clauses (b)
have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange to (i) of regulation 46(2) and para C and D of Schedule V of the
Board of India, Ministry of Corporate Affairs or such other statutory Authority. Auditor’s Responsibility Listing Regulations during the year ended 31 March, 2024.
Sr. Date of appointment in Our responsibility is limited to examining the procedures and We state that such compliance is neither an assurance as
Name of the Director DIN
No. the Company implementation thereof, adopted by the Company for ensuring to the future viability of the Company nor the efficiency or
1 Mr. Krishna Sumant Patel 01519572 30-06-2008 compliance with the conditions of the Corporate Governance. It effectiveness with which the Management has conducted the
2 Mr. Mahendrakumar Chouhan* 00187253 19-04-2005 is neither an audit nor an expression of opinion on the financial affairs of the Company.
3 Mrs. Sudhaben Sumant Patel 00187055 16-07-2001 statements of the Company.
4 Mr. Jai Shishir Diwanji* 00910410 03-11-2012 We have examined the books of accounts and other relevant For Manubhai & Shah LLP
5 Mr. Srinivasa Murty Sesha Kuruganti* 00499663 30-07-2007 records and documents maintained by the Company for the Chartered Accountants
6 Ms. Amrita Verma Chowdhury 02178520 14-05-2019 purpose of providing reasonable assurance on the compliance ICAI FRN: 106041W / W100136
7 Dr. Ramakrishnan Ramamurthi 00120246 15-07-2023 with Corporate Governance requirements by the Company.
8 Mr. Manish Ishwarlal Panchal 08431492 15-07-2023 We have carried out an examination of the relevant records Ashish Shah
9 Mr. Manu Mahmud Parpia* 00118333 15-07-2023 of the Company in accordance with the Guidance Note on Partner
10 Mr. Arun Lalchand Todarwal 00020916 13-02-2024 Certification of Corporate Governance issued by the Institute Place: Mumbai M. No.: 103750
of Chartered Accountants of India (‘the ICAI’), the standards on Date: 20 May 2024 UDIN: 24103750BKEXRZ6438
*The above four Independent Directors retired on 31 March 2024 as their second term got over pursuant to Section 149(11) of the Companies Act, 2013.

Ensuring the eligibility for the appointment or continuity of every Director on the Board of above referred Company is the responsibility
of the management of the Company. Our responsibility is to express an opinion as stated above based on our electronic verification.
This certificate is neither an assurance as to the future viability of the Company or effectiveness with which the management has
conducted the affairs of the Company.

For ND & Associates

(Peer Reviewed)

Neeta H. Desai
Practising Company Secretary
Place: Mumbai COP No. 4741
Date: 30 April 2024 UDIN: F003262F000273378

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BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (“BRSR”) Indabrator division based in Gujarat sells machinery, spares and abrasives to customers across India and also exports to clients
in other countries.

Corporate Overview
a. Number of locations:
SECTION A: GENERAL DISCLOSURES
Locations Number
I. Details of the listed entity: National (No. of States) 21
1. Corporate Identity Number (CIN) L17100MH1946PLC004886 International (No. of Countries) 5 (UAE, Sri Lanka, Uganda, South Africa and Oman)*
2. Name of the Listed Entity Nesco Limited
* Countries to which goods have been exported in FY 2023-24.

Statutory Reports
3. Year of Incorporation 1946
4. Registered office address Nesco Center, Western Express Highway, Goregaon (East), Mumbai – 400 063 b. What is the contribution of exports as a percentage of the total turnover of the entity?
5. Corporate address Nesco Center, Western Express Highway, Goregaon (East), Mumbai – 400 063 The total contribution of exports to the total turnover is 0.23%.
6. E-mail [email protected] Note: Export contribution is from the Indabrator business.
7. Telephone (022) 66450123
c. A brief on types of customers:
8. Website www.nesco.in
The Company has distinct customer categories depending on the nature of its businesses. Customers for Nesco IT Park
9. Financial Year for which reporting is being done 1 April 2023 to 31 March 2024

Financial Statements
include occupiers who lease office space from the Company. The occupiers include leading multinational companies,
10. Name of the Stock Exchange(s) where shares are listed BSE Limited and National Stock Exchange of India Limited IT/ITES, and BFSI companies, among others. For the Bombay Exhibition Center, customers include exhibition organisers
11. Paid-up Capital ₹ 1,409.20 lakhs and exhibitors. The Company also organises its own events as well as its exhibitions where the common public is the
12. Name and contact details (telephone, email address) of the Ms. Shalini Kamath consumer. For Nesco Foods (exhibition food courts, restaurants, outlets) customers include consumers at the food courts
person who may be contacted in case of any queries on the Company Secretary & Compliance Officer and visitors at exhibitions and corporate/family events.
BRSR report Email: [email protected]
Mobile: +91 9137500282 The Indabrator business provides specialised capital goods machinery including shot blasting machines, paint booths,
13. Reporting Boundary Standalone Basis (please refer to question no. 23(a) abrasives, and spare parts of shot blasting machines. These products meet the demands of various industry verticals,
14. Name of assurance provider NA including Foundry, Indian Railway, Automotive, Defence, Shipbuilding, Chemical, and numerous other industries.
15. Type of assurance obtained NA
IV. Employees:
II. Products/services: 20. Details as at the end of the Financial Year:
16. Details of business activities (accounting for 90% of the turnover): a. Employees and workers (including differently abled):

% of S. Total Male Female

Particulars
S. Turnover No. (A) No. (B) % (B / A) No. (C) % (C / A)
Description of Main Activity Description of Business Activity
No. of the
entity EMPLOYEES
1. Realty - IT Park To build a private IT park and to provide space on a license basis 40.65% 1. Permanent (D) 220 185 84.09% 35 15.91%
2. Exhibition and Events- Bombay To provide space for trade fairs, events, exhibitions, conventions, and conferences 26.70% 2. Other than Permanent (E) 12 11 91.67% 1 8.33%
Exhibition Center (“BEC”) 3. Total employees (D + E) 232 196 84.48% 36 15.52%
3. Engineering goods and services- Manufacture of machinery, equipment, and capital goods in the surface 6.58% WORKERS
Indabrator preparation and allied segments
4. Permanent (F) 0 0 0 0 0
4. Hospitality and MICE - Nesco Foods To carry on the business of Kitchens, Food Courts, Food Kiosks, Mass Catering, etc 12.68%
5. Other than Permanent (G) 133 106 79.70% 27 20.30%

17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover): 6. Total workers (F + G) 133 106 79.70% 27 20.30%

S. % of total Turnover Note: All employees of Mumbai business and Indabrator are considered in the permanent employee count. Other than
Product/Service NIC Code
No. contributed permanent employees include employees working on a contractual basis. Workers other than permanent include the
1. Office Buildings 99531223 40.65% contractual workers at Nesco food courts who are employed on Fixed-Term Contracts (“FTC”). This count does not include
2. Exhibition halls 99531222 26.70% headcount from completely outsourced contracts for example security, facility management, etc or daily wage workers.
3. Other food products n. e. c. 99611299 12.68%
4. Machinery for metallurgy and parts thereof – Other special-purpose machinery n.e.c. 99611881and 99611889 6.58% b. Differently abled employees and workers:

Note: Income from Investments accounts for 13% of the Company’s Total Turnover. S. Total Male Female
Particulars
No. (A) No. (B) % (B / A) No. (C) % (C / A)
III. Operations: EMPLOYEES

18. Number of locations where plants and/or operations/offices of the entity are situated: 1. Permanent (D) 0 0 0 0 0
2. Other than Permanent (E) 0 0 0 0 0
Location Number of plants Number of offices Total
3. Total employees (D + E) 0 0 0 0 0
National 2 5* 7
WORKERS
International 0 0 0
4. Permanent (F) 0 0 0 0 0
* The Company has not considered offices at plant locations separately.
5. Other than Permanent (G) 0 0 0 0 0
19. Markets served by the entity: 6. Total workers (F + G) 0 0 0 0 0
The Company’s Nesco IT Park, Nesco Foods (Exhibition Food Court, Banquets, Restaurants and Outlets Operations), Bombay Note: Nesco does not currently have any differently-abled employees or workers, though the Company encourages a
Exhibition Center (Guest Exhibitions, Guest Events, own exhibition and own events businesses) are run out of its Goregaon, diverse and inclusive workplace.
Mumbai premises. Customers are from across India as well as from global locations, however, the service delivery is in Mumbai.

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21. Participation/Inclusion/Representation of women: 26. Overview of the entity’s material responsible business conduct issues:

Corporate Overview
No. and percentage of Females The Company undertook a structured materiality assessment exercise in the financial year 2022-23 which was reviewed in
Particulars Total (A)
No. (B) % (B / A) 2023-24. The process involved peer benchmarking and one-to-one interactions with the executive leadership, business unit
Board of Directors 10 * 2 20% heads, and functional heads to obtain the priorities of the specific stakeholder groups they interface with. These were then
Key Management Personnel 2 1 50% aligned with the Board and leadership’s ESG ambitions. Indicated below are critical material responsible business conduct and
sustainability issues about environmental and social matters that present a risk or an opportunity to the Company’s businesses.
* The Chairman & Managing Director, Mr. Krishna S. Patel, is included in the Board of Directors and excluded from Key Managerial Personnel.
Financial
22. Turnover rate (%) for permanent employees and workers: S. Material issue
Indicate whether
Rationale for identifying the risk/ In case of risk, approach to adapt or implications
risk or opportunity
No. identified opportunity mitigate of the risk or

Statutory Reports
Turnover rate in FY 2023-24 Turnover rate in FY 2022-23* Turnover rate in FY 2021-22* (R/O)
Particulars opportunity
Male Female Total Male Female Total Male Female Total
1. Energy and GHG Risk and (Risk): As part of the BRSR disclosure, Nesco has Positive
Permanent Employees 19% 11% 16% 17% 5% 12% 3% 20% 2% Emissions Opportunity initiated the inventory and calculation
Dependence on non-renewable energy
Permanent Workers NA NA NA NA NA NA NA NA NA of GHG emissions. The IT Parks business
sources coupled with inefficient energy
use poses a significant challenge for is the Company’s largest business and
* Data on the turnover rate in FY 2022-23 and FY 2021-22 has been restated based on regrouping and recategorisation from BRSR 2022-23 to ensure businesses. Energy prices also impact the purchases only Green Energy for its
comparability over the years. costs of the operations. Implementation energy requirements. The Company is
of a carbon tax could escalate costs developing a strategy for reductions in

Financial Statements
V. Holding, Subsidiary, and Associate Companies (including joint ventures): further, exacerbating financial burdens. energy usage and GHG Emissions for its
Real estate activities contribute to other business units. The risk mitigation
23. (a) Names of holding/subsidiary/associate companies/ joint ventures: efforts will protect the Company from
greenhouse gas emissions which can
Name of the holding/ subsidiary/ Indicate whether holding/ Does the entity indicated at column A, lead to displaced communities and make downside risks.
S. % of shares held by
associate companies/ joint subsidiary/ associate/ joint participate in the Business Responsibility The Company’s approach to reducing
them vulnerable to climate-related risks.
No. listed entity
ventures (A) venture initiatives of the listed entity? (Yes/No) energy consumption and GHG Emissions
(Opportunity):
1 Nil NA NA NA is discussed in Annexure C of the
Green Buildings and low GHG Annual Report and Principle 6, Essential
Note: Nesco Hospitality Private Limited, a wholly owned subsidiary of Nesco Limited is under voluntary liquidation emissions are crucial for current as Indicator 8.
well as potential occupiers. Occupiers,
process as reported in the Company’s FY 2022-23 BRSR. Nesco Foundation for Innovation and Development, another Exhibitors and Indabrator customers
wholly owned subsidiary has opted for voluntary liquidation in FY 2023-24 and the process is currently in progress. The prefer more sustainable facilities and
Company does not have any joint venture or associate companies. operations. Focus on GHG reduction
enhances business opportunities and
builds resilience amid climate change
VI. CSR Details: adaptation needs.
24. (i) Whether CSR is applicable as per section 135 of the Companies Act, 2013: Yes 2. Waste Risk Efficient waste management is essential The Company has adopted streamlined Negative
(ii) Turnover (in ₹): 78,312.87 lakhs Management to optimise resource usage and mitigate waste management protocols to
environmental impact. Compliance ensure compliance. In addition, there
(iii) Net worth (in ₹): 2,29,650.51 lakhs with waste management and disposal is an emphasis on awareness of waste
regulations is an essential component segregation supported by disposal with
VII. Transparency and Disclosures Compliances: of ensuring smooth business operations. recycling and reuse as the intended
Waste management is also a social end use. The Company is evaluating
25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on impact issue for the communities within expanding Organic Waste Composting,
Responsible Business Conduct: which the Company operates. for improving soil quality and fostering
FY 2023-24 FY 2022-23 Non-compliance may result in fines, green cover and biodiversity.
Number of Number of and litigation, and could also harm its The Company’s strategy for Waste
Grievance Redressal
Stakeholder group from whom Mechanism in Place (Yes/No)
Number of complaints Number of complaints reputation and social ‘licence to operate’. Management has been discussed in
complaints pending complaints pending Nesco’s Goregaon facilities are accessed detail in Principle 6, Essential Indicator
the complaint is received (If yes, then provide web link Remarks Remarks
filed during resolution filed during resolution by a variety of stakeholders and hence 10.
for grievance redressal policy)
the year at close of the year at close of
the coverage goes beyond activities
year year
within its direct control.
Customers* 97 11 2 complaints are 139 5 Pending
pending due to limited as of 31
access to customer March
premises. The balance 2023** 3. Water Management Risk Ensuring compliance with water The Company has implemented Negative
complaints will be regulations is crucial to safeguard initiatives for reducing water
Yes. A Stakeholder’s resolved within the groundwater resources and avoid consumption and conservation of
Grievance Management established turnaround regulatory penalties. Uncontrolled water. Nesco has invested in rainwater
Policy including time. consumption can impact water harvesting, Sewage Treatment Plants
a grievance mechanism for availability for the Company’s (“STP”), and adding water meters as well
Employees and Workers 0 0 - 0 0 -
all the stakeholders is in communities and its own operations as IoT solutions to improve monitoring
Investors and Shareholders 6 1 Resolved on 6 0 -
place. while non-compliance can and drive efficiencies. The Company
1 April 2024
The link is provided below. undermine occupier confidence, and will be refreshing its water balance to
Government Entities and 0 0 - 0 0 -
impede future project approvals. reassess its water requirements due to
Regulatory Bodies
the impact of the new infrastructure
Contractors and their Workers 0 0 - 0 0 -
being added to its operational footprint.
Communities 0 0 - 0 0 -
Through the implementation of water-
Suppliers, Business Partners 0 0 - 0 0 - saving technologies and responsible
https://www.nesco.in/resources/images/pdf/policies-on-brsr/Grievance-Management-System.pdf. usage, the Company aims to mitigate
resource depletion risks.
* Includes customer grievances for all Business Units.
Additional details are mentioned in
** Customer complaints pending resolution were closed satisfactorily in FY 2023-24.
Principle 6, Essential Indicator 5.

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Nesco | Believe

Indicate whether
Financial SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
S. Material issue Rationale for identifying the risk/ In case of risk, approach to adapt or implications
risk or opportunity

Corporate Overview
No. identified opportunity mitigate of the risk or Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
(R/O)
opportunity
Policy and management processes
4. Health Safety and Risk Ensuring the health and safety of Nesco invests in infrastructure, Negative 1. a. Whether your entity’s policy/policies cover each principle and its core Yes Yes Yes Yes Yes Yes No# Yes Yes
Well-being employees, workers, and contractual systems and a safety team besides elements of the NGRBCs. (Yes/No)
workforce is imperative for all Nesco training its employees and workers
businesses. The health and safety across its businesses. The Company b. Has the policy been approved by the Board? (Yes/No)* Yes Yes Yes Yes Yes Yes No# Yes Yes
context for the Company is broader takes the responsibility to create a c. Web Link of the Policies, if available@. Yes Yes Yes Yes Yes Yes No# Yes Yes
due to its obligation to ensure safety for safe environment for all internal and
employees of occupiers, their visitors external stakeholders on its premises. 2. Whether the entity has translated the policy into procedures. (Yes / No) Yes, wherever relevant, policies have defined procedures for

Statutory Reports
as well as other visitors for Exhibitions, It invests in the infrastructure and stakeholders to respond to situations defined in the policies.
Events, Restaurants and the food court. awareness of safety protocols through 3. Do the enlisted policies extend to your value chain partners? (Yes/No) Yes. These policies are made available to the value chain partners
Adherence to safety regulations, incident appropriate signages related to a variety through Nesco’s website. The Company also has a Code of Conduct
prevention, mitigation and response to of hazards. Nesco also provides training for Suppliers which is a part of its purchase orders/invoices.
hazards help address concerns about to its outsourced security and facility 4. Name of the national and international codes/certifications/labels/ •
negligence claims, compensation management personnel who engage Platinum LEED Certification for Core and Shell at all IT Park
standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Buildings covers Principles 2,3,6 and 9
requests, and reputational harm to the with visitors and are accessible to Trustee) standards (e.g. SA 8000, OHSAS, ISO, BIS) adopted by your entity •
Company. The intensity of activity during address any safety risks. ISO 9001:2015 at Indabrator Division, plants at Vishnoli and
and mapped to each principle.** Karamsad, Gujarat covers Principles 2 and 9
exhibitions and events heightens the

Financial Statements
Health and Safety Risk Management • ISO 14001:2015 and ISO 45001:2018 cover Principle 2,
risk of accidents, potentially resulting in Processes are detailed in Principle 3,
accidents, and/or injuries. Principle 3, and Principle 6 at Vishnoli Plant
Essential Indicators 10-15.
5. Specific commitments, goals, and targets set by the entity with defined • Define ESG FY2030 Roadmap by FY 2025
5. Human Capital Opportunity and (Opportunity): Human capital management, covering Positive timelines, if any.
Management Risk benefits, training, career development, • Standard Safety Procedures and Protocols to be rolled out
Effective management of a diverse to vendors appointed by Bombay Exhibition Center (“BEC”)
workforce results in increased resilience retention, safety, and other pertinent
aspects are discussed in detail in customers
and productivity. The areas of concern • ISO 14001:2015 Certification for IT Parks by FY2025
include fair compensation, learning Principle 3 and Principle 5.
• 70% of spend with confirmation of adherence to the Supplier
opportunities, career development Nesco has set processes to mitigate Code of Conduct by FY2026
and fostering inclusivity in the work labour-related risks by ensuring • Learning and Development - Training of 8 hours per permanent
environment. appropriate labour compliance covering employee by 2025
(Risk): its workers and monitoring compliance • 100% Training for all Employees on the Code of Business
by its third party providers of contractual Conduct and Ethics, (“CoC”) Whistleblower Policy and
There is significant reliance on workforce.
contractual labour within Nesco’s Prevention of Sexual Harassment at Workplace (“POSH”) by
operations which introduces compliance 2025
and operational risks. • Maintain IT Parks Customer NPS >80%
• Conduct Customer ESG Expectations Survey in FY2025 for
6. Customer Opportunity Customers across Nesco’s diverse Nesco is refining its systems and Positive IT Parks and BEC
Centricity, businesses are a key area of focus for governance to maximise customer • Conduct Annual Customer Satisfaction Surveys across all B2B
Operational the client-facing and operational teams. satisfaction across businesses. The businesses from FY 2025
Excellence and Investments in innovative technologies Company invests in improving its
Innovation drive improvement in customer sustainability performance while actively 6. Performance of the entity against the specific commitments, goals, and • Baseline Energy and Emissions data for FY2023 and FY 2024
experience while improving operational engaging with customers to identify targets along-with reasons in case the same are not met. calculated
efficiency and effectiveness. and address issues, and maintaining • IT Parks ISO 14001:2015 Certification internal assessment
operational agility to improve service conducted and certification body engaged
levels. The use of new technologies • Developed Supplier Code of Conduct in FY2024
(including digital) helps improve user • IT Parks Customer NPS >80%
experience across stakeholders while
Governance, leadership, and oversight
improving profitability.
7. Statement by director responsible for the business responsibility report, highlighting ESG-related challenges, targets, and achievements (listed
7. Sustainable Supply Risk Disruptions, within the supply chain, Nesco has renewed its commitment Negative
entity has flexibility regarding the placement of this disclosure)
Chain Management can impact the Company’s operations. to a sustainable supply chain to
The Chairman & Managing Director’s message on Page no. 13 include ESG-related ambitions, challenges, targets, and achievements.
A lack of attention to ethical and build operational resilience, achieve
sustainable sourcing practices can lead cost savings, and foster long-term 8. Details of the highest authority responsible for implementation and The Risk Management Committee of the Board is responsible
to non-adherence to LEED certification relationships with suppliers. The individual oversight of the Business Responsibility Policy (ies). for oversight of the BRSR and ESG matters. Progress on ESG,
requirements, increasing specific- businesses engage suppliers from Sustainability, and BRSR is presented to the Board and Risk
supplier and overall supply chain risks. marginalised/vulnerable communities Management Committee periodically. The implementation of the
wherever possible and localise the supply BRSR principles and policies is carried out by the Business/Functional
chain. The Company has rolled out a heads under the supervision of the Managing Director.
Supplier Code of Conduct which lays 9. Does the entity have a specified Committee of the Board/Director The Risk Management Committee of the Board is responsible for
out its ESG, regulatory compliance and responsible for decision-making on sustainability-related issues? decision-making on sustainability-related issues.
other expectations from its suppliers. (Yes/ No). If yes, provide details.
The Company’s approach to Sustainable
Sourcing is discussed in Principle 2.
10. Details of Review of NGRBCs by the Company:
Indicate whether a review was undertaken by Frequency
the Director/Committee of the Board/ (Annually/ Half yearly/ Quarterly/
Subject for Review any other Committee Any other – please specify)
P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
Performance against the above policies and Yes Annual
follow-up action.
Compliance with statutory requirements of relevance Yes Annual (The Company follows the
to the principles, and rectification of any non- requirements of the relevance principles
compliances. to the extent applicable)

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11. Has the entity carried out an independent assessment/ evaluation of the working P1 P2 P3 P4 P5 P6 P7 P8 P9 Total No. of training % coverage
of its policies by an external agency? (Yes/No). If yes, provide the name of the Segment and awareness Topics/principles covered under the training and its impact by awareness

Corporate Overview
No Yes Yes No No Yes NA# No Yes programmes held programmes
agency.***
Employees other 8 1. Prevention of Sexual Harassment at the Workplace (“POSH”) and human 100%
12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated: than BoD and KMPs rights (Principle 5)
2. Whistleblower Policy (Principle 1)
3. Prevention of Insider Trading (Principle 1)
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
4. Mac training (Principle 3)
The entity does not consider the principles material to its business (Yes/No). No 5. Human Resource Management System (HRMS) (Principle 3)
The entity is not at a stage where it is in a position to formulate and Yes# 6. Training awareness sessions covering Health and Safety (Principle 3)
implement the policies on specified principles (Yes/No). 7. Financial planning for women (Principle 3)

Statutory Reports
The entity does not have the financial or human and technical resources NA NA NA NA NA No NA NA NA Workmen 2 1. Health and Safety (Principle 3) 100%
available for the task (Yes/No).
It is planned to be done in the next financial year (Yes/No). No 2. Details of fines/penalties/punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the
Any other reason (please specify). No entity or by directors/ KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, as
specified in regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015) and that was
@ Web links of all the policies aligned with the BRSR Principles are provided below. disclosed on the entity’s website:
1. https://www.nesco.in/resources/images/pdf/policy/code-of-business-conduct-and-ethics-for-directors-&-senior- Monetary

Financial Statements
management-personnel.pdf Name of the regulatory/ enforcement Amount Brief of the Has an appeal been
NGRBC Principle
agencies/ judicial institutions (in `) Case preferred? (Yes/No)
2. https://www.nesco.in/resources/images/pdf/policies-on-brsr/anti-bribery-corruption-and-gifting-policy.pdf
Penalty/Fine
3. https://www.nesco.in/resources/images/pdf/policy/whistle-blower-policy.pdf
Settlement Nil
4. https://www.nesco.in/resources/images/pdf/policies-on-brsr/policy-on-human-capital-management.pdf
Compounding fee
5. https://www.nesco.in/resources/images/pdf/policy/nomination-and-remuneration-policy.pdf
Non-Monetary
6. https://www.nesco.in/resources/images/pdf/policies-on-brsr/policy-on-human-rights.pdf
Name of the regulatory/ enforcement Brief of the Has an appeal been preferred?
7. https://www.nesco.in/resources/images/pdf/policy/policy-on-sexual-harrassment-at-workplace.pdf NGRBC Principle
agencies/ judicial institutions Case (Yes/No)
8. https://www.nesco.in/resources/images/pdf/policies-on-brsr/suppliers-code-of-conduct.pdf Imprisonment
Nil
9. https://www.nesco.in/resources/images/pdf/policies-on-brsr/policy-of-stakeholder-relationships.pdf Punishment

10. https://www.nesco.in/resources/images/pdf/policies-on-brsr/policy-n-environment-management-and-protection.pdf
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or
11. https://www.nesco.in/resources/images/pdf/policy/CSR-policy.pdf
non-monetary action has been appealed:
12. https://www.nesco.in/resources/images/pdf/policies-on-brsr/quality-and-customer-centricity.pdf
Case Details Name of the regulatory/enforcement agencies/judicial institutions
#Nesco seeks to engage with public policy only through industry associations wherever applicable. However, the Company currently does not see the need
for a dedicated policy on this matter, as Nesco’s viewpoints are expressed through various forums. NA
*The Board of Directors on the recommendation of the Leadership team including the Chairman & Managing Director reviews the Company’s policies
every year. During this evaluation, the policy’s effective implementation is assessed, and any policy or procedure adjustments needed are identified. If any 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide
amendments are needed, these are made and shared with the Board for approval.
a web link to the policy:
**The Company’s certifications on Quality, Health and Safety (IS) 9001, 14001, and 45001 are certified by URS India and Green Building status has been
assessed by the certifying body Indian Green Buildings Council (“IGBC”). Yes. The Company unequivocally maintains an anti-corruption and anti-bribery stance, as articulated in its Anti Bribery,
***Nesco has identified the key policies for the Company from a compliance and materiality perspective. Independent assessment/evaluation for the working Corruption, and Gifting Policy which is available at the Company’s website and can be accessed at: https://www.nesco.in/
of specific aspects of policies and businesses is carried out periodically by certifying bodies as explained above. The Company will plan for an external resources/images/pdf/policies-on-brsr/anti-bribery-corruption-and-gifting-policy.pdf.
assessment of the working of the policies in due course.
All employees and stakeholders are mandated to adhere to the highest standards of honesty and integrity in their business
dealings. Bribery, in any guise, is strictly prohibited, with no tolerance for the use of intermediaries or illicit payments. Furthermore,
SECTION C: PRINCIPLE-WISE PERFORMANCE DISCLOSURE
the policy explicitly prohibits the offering or acceptance of gifts, hospitality, or entertainment to influence business decisions.
PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Third parties are also held accountable to uphold ethical standards and refrain from engaging in any form of corruption. Incidents
Transparent, and Accountable related to corruption can be reported as per the Whistle Blower Policy accessible at https://www.nesco.in/resources/images/pdf/
Essential Indicators policy/whistle-blower-policy.pdf.
1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:
Total No. of training % coverage 5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement
Segment and awareness Topics/principles covered under the training and its impact by awareness agency for the charges of bribery/ corruption:
programmes held programmes
Board of Directors 4 Familiarisation Training covers key business aspects and ESG and BRSR Overview 100% Particulars FY 2023-24 FY 2022-23
(all principles) Directors Nil Nil
Key Managerial 6 1. ESG and BRSR Overview (all relevant principles) 100% KMPs Nil Nil
Personnel 2. Prevention of Sexual Harassment at Workplace (“POSH”) and Human Rights
(Principle 5) Employees Nil Nil
3. Whistleblower Policy (Principle 1) Workers Nil Nil
4. Prevention of Insider Trading (Principle 1)
5. Financial Planning for Women (Principle 3) 6. Details of complaints with regard to conflict of interest:
6. Human Resource Management System (“HRMS”) (Principle 3)
FY 2023-24 FY 2022-23
Particulars Number Remark Number Remark
Number of complaints received in relation to issues of Conflict of Interest of the Directors Nil NA Nil NA
Number of complaints received in relation to issues of Conflict of Interest of the KMPs Nil NA Nil NA

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Nesco | Believe

7. Provide details of any corrective action taken or underway on issues related to fines/penalties/ action taken by 3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposal at the end of life,
regulators/law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest: for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste, and (d) other waste:

Corporate Overview
There have been no instances of fines, penalties, or disciplinary actions against any of the Company’s directors, KMP, employees, Nesco IT Parks, Bombay Exhibition Center, and Nesco Foods are service businesses and the reclamation at the end-of-life
or workers for cases related to conflict of interest or anti-bribery and anti-corruption. stage of products does not apply to the Company. The mechanisms that are used to manage and dispose of waste (including
recycling and disposal) that are generated as part of its operations have been mentioned in Principle 6, Essential Indicator 10.
8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format: At Indabrator, the Company produces machinery and abrasives which are B2B in nature and reclaiming is beyond its scope.
Particulars FY 2023-24 FY 2022-23 4. Whether Extended Producer Responsibility (“EPR”) is applicable to the entity’s activities (Yes/No). If yes, whether the
Number of days of accounts payables 34 37 waste collection plan is in line with the Extended Producer Responsibility (“EPR”) plan submitted to Pollution Control

Statutory Reports
Boards? If not, provide steps taken to address the same:
9. Openness of business: Provide details of the concentration of purchases and sales with trading houses, dealers, and No, EPR does not apply to any of Nesco businesses.
related parties along-with loans and advances and investments, with related parties, in the following format:
Parameter Metrics FY 2023-24 FY 2022-23 PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those
Concentration of a. Purchases from trading houses as % of total purchases 14.74% 16.27% in their value chains
Purchases b. Number of trading houses where purchases are made from 29 27
Essential Indicators

Financial Statements
c. Purchases from top 10 trading houses as % of total purchases from 61.10% 65.72%
trading houses 1. a. Details of measures for the well-being of employees:
Concentration of a. Sales to dealers/distributors as % of total sales 0.35% 0.48% % of employees covered by
Sales b. Number of dealers/distributors to whom sales are made 10 8 Health Accident Maternity Paternity Day care
Total
c. Sales to top 10 dealers/distributors as % of total sales to dealers/ 100% 100% Categories Insurance Insurance Benefits Benefits Facilities
distributors % % % % %
(A) No. (B) No. (C) No. (D) No. (E) No. (F)
(B/A) (C/A) (D/A) (E/A) (F/A)
Share of RPTs in a. Purchases (Purchases with related parties /Total Purchases) 0.16% 0.23%
1. Permanent
b. Sales (Sales to related parties/ Total Sales) 0.02% 0.03%
a. Male 185 185 100% 185 100 NA NA 185 100 185 100%
c. Loans and advances (Loans and advances given to related parties / - -
Total loans and advances) b. Female 35 35 100% 35 100 35 100% NA NA 35 100%
d. Investments (Investments in related parties/ Total Investments made) - - c. Total 220 220 100% 220 100 35 100% 185 100% 220 100%
2. Other than Permanent

PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe a. Male 11 11 100% 11 100 NA NA 11 100% 11 100%
b. Female 1 1 100% 1 100 1 100% NA NA 1 100%
Essential Indicators
c. Total 12 12 100% 12 100 1 100% 11 100% 12 100%
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental
and social impacts of product and processes to total R&D and capex investments made by the entity, respectively: Note:Maternity/paternity benefits (health insurance cover for hospitalisation of the mother including the spouse of the employee covered as
well as paid leave benefits as per the Maternity Benefit Act), health/accident insurance applies to all permanent and non-permanent employees
Nesco is committed to driving efficiency and quality, and minimising the environmental and social impacts of its activities. across all Nesco’s businesses.
All the Company’s businesses excluding Indabrator are services businesses so R&D expenditures are currently not applicable.
In the Indabrator business, the Company provides machinery that is customised to customer requirements leaving little b. Details of measures for the well-being of workers:
need for product-specific R&D. The capital expenditure incurred along with details of improvements in terms of minimising
% of employees covered by
environmental or social impacts are listed below:
Health Accident Maternity Paternity Day care
Total
Particulars FY 2023-24 FY 2022-23 Details of improvements in environmental and social impacts Categories Insurance Insurance Benefits Benefits Facilities
% % % % %
R&D Nil Nil Nil (A) No. (B)
(B/A)
No. (C)
(C/A)
No. (D)
(D/A)
No. (E)
(E/A)
No. (F)
(F/A)
Capex 34.20% Nil Investment in equipment for improved maintenance worker safety, working 1. Permanent
conditions, access control for security and improvement of facilities for
employees and occupiers. a. Male 0 0 0 0 0 0 0 0 0 0 0
b. Female 0 0 0 0 0 0 0 0 0 0 0
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No) c. Total 0 0 0 0 0 0 0 0 0 0 0
Yes – Sustainable Sourcing is an emerging priority for Nesco and it is in the process of defining its procedures. 2. Other than Permanent
In FY 2023-24, the Company drafted a Supplier Code of Conduct to define and govern ESG practices for its vendors and a. Male 106 106 100% 106 100% NA NA 106 100% 106 100%
suppliers. Nesco is in the process of rolling this out for formal acceptance from its suppliers. The Company currently has an b. Female 27 27 100% 27 100% 27 100% NA NA 27 100%
initial definition which considers the following: c. Total 133 133 100% 133 100% 27 100% 106 100% 133 100%
• All of the Company’s vendors are contractually obligated to meet all government regulations related to wages,
Note: For Indabrator (Gujarat Manufacturing Location), the Workers are covered by the Workmen’s Compensation Insurance policy, and workers
health and safety and environmental compliance. in Mumbai are covered by ESIC. Employees in Mumbai whose compensation level is above the ESIC coverage are being covered as per the
• IT Parks - All products sourced for civil construction and renovation adhere to LEED certification guidelines. organisation’s insurance policy.

• Bombay Exhibition Center (BEC) – Any Capex would be driven by safety and energy efficiency criteria.
c. Spending on measures towards the well-being of employees and workers (including permanent and other than
• Nesco Foods – Preference for marginalised/vulnerable groups where possible.
permanent) in the following format:
• Indabrator - Input materials and components are sourced from certified partners who are compliant with relevant
FY 2023-24 FY 2022-23
standards that may apply to them from time to time.
Cost incurred on well-being measures as a % of total revenue of the company* 0.04% 0.02%
b. If yes, what percentage of inputs were sourced sustainably?
Nesco will be defining and monitoring the % of products that are sourced sustainably moving forward. * The Company took Group Term Life Insurance for all its employees and workers excluding daily wage and piece rate workers at Indabrator in
the financial year 2023-24. Includes Group Term Life Insurance, Group Medical Coverage, Group Personal Accident, Workmen Compensation, and
Maternity benefits/Paternity benefits.

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Nesco | Believe

2. Details of retirement benefits, for current financial year and previous financial year: 7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:

Corporate Overview
FY 2023-24 FY 2022-23 Employees and workers are not members of any recognised unions or associations.
Deducted and Deducted and
Benefits No. of employees No. of workers No. of employees No. of workers
deposited with deposited with 8. Details of training given to employees and workers:
covered as a % of covered as a % of covered as a % of covered as a % of
the authority the authority
total employees total workers total employees total workers
(Y/N/N.A.) (Y/N/N.A.) FY 2023-24 FY 2022-23
PF 86% 98% Y 87% 100% Y On Health and On Skill On Health and On Skill
Category Total safety measures upgradation Total safety measures upgradation
Gratuity 100% 100% N* 100% 100% N* (A) (D)
No. No. No. No.
% (B/A) (C/A) % (E/D) (F/D)
ESI 0% 66% Y 0% 65% Y (B) (C) (E) (F)

Statutory Reports
Others 0% 0% NA 0% 0% NA Employees
Male 196 196 100% 196 100% 163 163 100% 163 100%
*The Company doesn’t deduct gratuity from employees’ CTC. It makes provisions in its books of account and pays when required. PF is not paid for
Female 36 36 100% 36 100% 25 25 100% 25 100%
those who have opted out or those non-permanent employees on a retainer as consultants.
Total 232 232 100% 232 100% 188 188 100% 188 100%
3. Accessibility of workplaces: Workers
Are the premises/offices of the entity accessible to differently-abled employees and workers, as per the requirements Male 106 106 100% 106 100% 78 78 100% 78 100%
of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard: Female 27 27 100% 27 100% 18 18 100% 18 100%

Financial Statements
Total 133 133 100% 133 100% 96 96 100% 96 100%
Nesco remains committed to inclusivity and adherence to legal mandates concerning persons with disabilities ensuring
Note: The data above excludes safety training provided to contractual workers and mandatory training conducted by third-
accessibility for differently-abled individuals within its own offices and premises. Proactive measures have been instituted.
party vendors for their staff (such as security and facility management personnel).
Nesco’s facilities in Mumbai have the requisite infrastructure such as ramps, walkways, turnstiles, and elevators with braille-
friendly switches. Essential facilities such as washrooms, staircases, and pedestrian walkways have railings and support
9. Details of performance and career development reviews of employees and workers:
structures. A wheelchair is readily available in the lobby, with designated parking spaces provided for differently abled
individuals. Additionally, a dedicated “P” gate streamlines access to respective floors. FY 2023-24 FY 2022-23
Category Total No. % Total No. %
Based on feedback from the Company’s occupiers’ community, Nesco has also created a dedicated drop-off point to facilitate (A) (B) (B/A) (C) (D) (D/C)
ease of access for persons with disabilities. Nesco’s manufacturing plants and offices in Gujarat are all on the ground floor Employees
and accessible. Male 196 196 100% 163 163 100%
Female 36 36 100% 25 25 100%
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide Total 232 232 100% 188 188 100%
a web link to the policy: Workers
The Human Capital Management Policy, approved by the Board, ensures equal opportunities at Nesco, both in recruitment and Male 106 106 100% 78 78 100%
employment. Discrimination based on age, region, caste, creed, race, colour, gender, religion, national origin, social groupings, Female 27 27 100% 18 18 100%
disability, or marital status is strictly prohibited, as per relevant local, state, and national laws. Employment and promotion Total 133 133 100% 96 96 100%
decisions are merit-based, considering qualifications, experience, and demonstrated capacity for enhanced performance,
Performance review of Key Management Personnel (“KMP”) and Senior Management Personnel (“SMP”) is done by the
aligning with the principle of equal opportunity.
Managing Director (“MD”) and approved by the Board of Directors as recommended by the Nomination and Remuneration
The Company’s Human Capital Management Policy can be accessed at: https://www.nesco.in/resources/images/pdf/policies- Committee (“NRC”). The Nomination and Remuneration Policy can be accessed at: https://www.nesco.in/resources/images/
on-brsr/policy-on-human-capital-management.pdf. pdf/policy/nomination-and-remuneration-policy.pdf.
All other employees are assessed by the MD, Chief Human Resources Officer (“CHRO”), and functional heads as per their reporting
5. Return to work and Retention rates of permanent employees and workers that took parental leave: structure. The assessment framework covers learning, processes, customer relations, and financial performance. It is informed
Category Permanent Employees Permanent Workers by market analyses, competitiveness assessments, and industry trends for compensation adjustments. Factors guiding these
Gender Return to work rate Retention rate Return to work rate Retention rate
assessments include talent identification and retention, alignment with the organisation’s compensation philosophy and
guiding principles, financial feasibility of proposed increments, and adherence to a balanced scorecard approach.
Male 100% 100% Nil Nil
Female Nil Nil Nil Nil 10. Health and safety management system:
Total 100% 100% Nil Nil a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No).
If yes, the coverage of such system?
Note: In the reporting year, one male employee opted for paternity leave, and subsequently returned to work. During the same
Nesco has implemented a comprehensive Occupational Health and Safety Management System (“OHSMS”) to address
period, no female employees availed maternity leave. No employees availed parental leave in the previous year.
the criticality of safety within its operations. As discussed in Section A Question 26, Nesco makes investments in the
infrastructure, processes and manpower necessary to address safety for all external stakeholders who have access to our
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and
facilities at the IT Parks, Foods, BEC and Event.
workers? If yes, give details of the mechanism in brief:
A monthly review for Total Facility Management (“TFM”) services is in place. Standard Operating Procedures (“SOPs”)are
Yes/No – (If Yes, then give details of the mechanism in brief)
outlined for Emergency Response Mitigation (“ERM”), Fire Life Safety (“FLS”) and Occupational Safety and Health (“OSH”)
Permanent Workmen The Company implements an open-door policy, facilitating employee access to HR and Policies, Nesco Care and Maintenance, Preventive Maintenance, Fire Life Safety and Security Procedures, and Total Facility
Other than Permanent Workmen Management for addressing concerns. The Human Resource Management System
(“HRMS”) introduced in this fiscal year manages issue resolution via a ticketing system,
Manager charter, among others. These SOPs ensure clarity and adherence to safety protocols across various operational
Permanent Employees directing them to relevant internal functions within stipulated timelines. An escalation areas. Nesco’s remote monitoring system ensures regular oversight of critical parameters such as STP water parameters,
mechanism ensures timely resolution. This system has been recently introduced and will Lift visual inspection, Exhaust and Ventilation, HVAC chilled water BTU monitoring, water tank levels, and AHU status. As
Other than Permanent Employees be strengthened in the coming years. part of infrastructure investments, a Fire Suppression Gas Detection System was installed for critical electrical panels and
Grievance Redressal Mechanisms for Human Rights are discussed in Principle 5, Essential
Indicator 5.
kitchen as auto fire detection and fighting to ensure safety.
Nesco’s Indabrator manufacturing plants are certified for Occupational Health and Safety. We are in the process of
obtaining ISO-45001 certification at IT Parks.

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Nesco | Believe

b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by adherence to maintenance contracts and compliance with preventive measures. Nesco’s Total Facility Management (“TFM”)
the entity? team participates in bi-annual Reward and Recognition programs, aligning with its commitment to safety as a part of business

Corporate Overview
Nesco’s Enterprise Risk Management (“ERM”) system, inclusive of safety and health, conducts periodic reviews and assessments, continuity planning.
highlighting areas for improvement across its businesses. The Company has implemented a comprehensive training regimen Regular client engagement sessions provide awareness of infrastructure, health, safety, and recreation. Clients’ third-party
and formulated hazard identification and risk assessment processes. To maintain a safe working environment, the Company audits on occupational health and safety are conducted regularly without any reported issues. Employees receive tailored
employs robust systems for identifying and evaluating work-related hazards, including factors such as lighting, air quality, training for maintenance and repair work. Critical tasks require hot and cold work permits and additionally, gas-based welding
fumes, noise levels, and ease of movement throughout its facilities. These hazards are systematically assessed and prioritised is prohibited. All relevant systems, including refrigerants, fire detection and suppression systems, as well as emergency
based on significance, with mitigation strategies implemented as necessary. The Company’s internal documentation outlines response processes, are annually audited and are under maintenance contracts with appropriate vendors. Safety signages are
its safety protocols while highlighting significant health and safety risks, ensuring that all stakeholders are well-informed and prominently displayed in all plant rooms to deter unauthorised entry, while Standard Operating Procedures (“SOPs”) are visibly

Statutory Reports
adequately trained on safety procedures and control measures. There is a process defined for employee, customer and visitor posted for operational clarity and safety.
complaints related to safety that are reviewed and acted upon for redressal. There are ongoing inspections and restoration to ensure the safety and integrity of the entire hall ceiling structure in the BEC
exhibition halls to maintain a secure environment. Structural enhancements encompass fabricated stairs and steps in plant
c. Whether you have processes for workers to report work-related hazards and to remove themselves from such risks: rooms, and various civil works such as floor levelling, drainage, and exhaust systems with automation to ensure adequate
(Yes/No) ventilation in electrical panel rooms. There are periodic checks of structures like shades, nets, and shutters at Hall No. 7 gate.
Yes, the Company has established processes for reporting and removal from work-related risks and hazards for all internal The Company ensures a conducive work environment through measures such as adequate fresh air, CO2 sensors, lighting, and
and external stakeholders. Communication protocols have been established to ensure rapid and efficient dissemination of

Financial Statements
appropriate air conditioning. Green spaces and amenities like gyms and food courts promote well-being. Regular engagement
information. A dedicated WhatsApp group enables immediate reporting of incidents, complemented by onsite maintenance activities are organised, and 24/7 ambulance service is available onsite.
of incident reports to document and mitigate work-related hazards. Regular training sessions and awareness programs are
In the Indabrator business, Personal Protective Equipment (“PPE”) is provided to mitigate hazards, alongside strict adherence to
conducted for all stakeholders to facilitate hazard reporting and mitigation efforts. Furthermore, a comprehensive reporting and
cleanliness protocols. Safety inspections and security checks are routine, ensuring a safe workplace environment.
escalation system, accessible via WhatsApp, telephone, or email, allows for detailed incident reporting to senior management.
These hazards are addressed based on the urgency, sensitivity, and impact of each situation.
13. Number of Complaints on the following made by employees and workers:
At the Company’s Indabrator premises, a structured system is in place for employees to report work-related hazards and
FY 2023-24 FY 2022-23
promptly remove themselves from such situations. Comprehensive training enables the workers to recognise potential dangers
Pending Pending
and utilise available communication channels within their workplaces, including suggestion boxes. These reports are promptly Particulars Filed during
resolution at the Remarks
Filed during
resolution at the Remarks
the year the year
reviewed and addressed, with forms provided in the local regional language (Gujarati) and incentives are in place to encourage end of the year end of the year
active participation from both permanent and contractual employees and workers. Working Conditions 0 0 NA 0 0 NA
Additionally, Nesco conducts semi-annual joint fire drills for all offices and staff at Nesco and Indabrator plants to educate the Health and Safety 0 0 NA 0 0 NA
personnel on emergency preparedness and fire evacuation procedures.
Note: There was one incident each of feedback on working conditions as well as Health and Safety from Nesco IT Park tenants
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? (Yes/ No) in FY 2022-23 and resolution was agreed upon and corrective action was taken.
Yes, employees and workers have access to non-occupational medical and healthcare services through Company-operated 14. Assessments for the year:
and external healthcare facilities, in line with Nesco’s compensation policy. In addition, the Company offers access to Particulars % of your plants and offices that were assessed (by entity or statutory authorities or third parties)
recreational areas, a gymnasium and a rooftop turf for weekend team games as part of its commitment to employee
Health and Safety Practices* 100%
well-being. For emergencies, the Company ensures 24x7 availability of ambulance services on the office premises, affiliated
Working Conditions** 100 %
with a nearby hospital.
*Third-party assessments included Occupational Health and Safety at the Indabrator Plants, and Electrical and Firefighting
11. Details of safety related incidents, in the following format: system maintenance audits at the IT Parks, BEC and Nesco Foods. Internal assessments of critical systems maintenance are
Safety Incident/Number Category* FY 2023-24 FY 2022-23
conducted daily with bi-monthly thermography inspections.
Lost Time Injury Frequency Rate (“LTIFR”) (per one million person-hours worked)* Employees 0 0 **Internal assessments of working conditions by managerial staff, Human Resources, and leadership team.
Workers 0 0
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant
Total recordable work-related injuries Employees 0 0
risks/concerns arising from assessments of health and safety practices and working conditions:
Workers 0 2
Yes, the Company has implemented various processes to eliminate risks related to safety and working conditions.
No. of fatalities Employees 0 0
These include weekly training sessions for housekeeping, monthly security training, and monthly occupational health and
Workers 0 0
safety training for all staff. Lighting, fire exit signage, and safety instruction signage were strategically placed in the parking and
High-consequence work-related injury or ill-health (excluding fatalities) Employees 0 0
refuge areas for enhanced safety. Similarly, a fire suppression system has been put in place to bolster fire safety measures. Glow-
Workers 0 0 in-the-dark tape and anti-skid tape are meticulously applied on staircases to facilitate safe evacuation during emergencies.
* Including the contract workforce.

Note: There were no fatalities or high-consequence incidents of injuries or ill health at Nesco for either year. In FY 2022-23, two contractual workers PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
suffered minor injuries in one incident where the workers returned to work on the next day. Remedial measures were undertaken immediately.
Essential Indicators
12. Describe the measures taken by the entity to ensure a safe and healthy workplace: 1. Describe the processes for identifying key stakeholder groups of the entity:
Nesco remains committed to maintaining a safe and healthy workplace environment through proactive measures, The Company categorises stakeholders as those individuals or groups that are impacted directly or indirectly by its operations
comprehensive training, and continuous improvement initiatives. At Nesco’s business operations in Mumbai, safety and health and activities or influence Nesco’s ability to create value. In financial year 2023-24, Nesco re-evaluated its key stakeholders.
measures are stringent, including clear signage and risk identification systems, to alert workers, employees, visitors, and They include shareholders and investors, local communities, employees and workers, suppliers, business partners, government
occupiers’ employees about necessary precautions. The Company conducts weekly training sessions for housekeeping staff and regulatory authorities, and customers. The customer categories were further broken into occupiers and their employees,
and monthly sessions for the engineering team, focusing on Occupational Health and Safety (“OH&S”). Additionally, Nesco’s exhibition organisers, exhibitors and visitors, and Indabrator customers. This allows for focused engagement and actions
facilities undergo rigorous monthly audits by third-party agencies, specifically targeting fire detection and suppression systems. based on the needs of each business. Recognising the relevance of these stakeholders to meet its vision and ESG ambitions,
Electrical infrastructure and elevators are audited annually by third-party professionals to ensure operational efficiency, safety,

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Nesco | Believe

the Company engages actively with them to understand their grievances, feedback, and expectations. These inputs are PRINCIPLE 5: Businesses should respect and promote human rights
incorporated into future business plans, policies, and initiatives.

Corporate Overview
Essential Indicators
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder 1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity:
group: FY 2023-24 FY 2022-23
No. of No. of
Whether identified Channels of communication Frequency of Category Total employees/ % Total employees/ %
Purpose and scope of engagement including
Stakeholder as Vulnerable and (Email, SMS, Newspaper, Pamphlets, Engagement (A) workers (B/A) (C) workers (D/C)
key topics and concerns raised during such
Group Marginalised Group Advt., Community Meetings, Notice (Annually/ Half covered (B) covered (D)
engagement
(Yes/No) Board, Website) Other (Text Box) yearly/ Quarterly)
Employees

Statutory Reports
Customers No • Email • Ongoing • Health and safety
Permanent 220 220 100% 168 168 100%
• WhatsApp • Quarterly • Fire safety and evacuation drill
• Direct communication • Half-yearly • Parking and visitor management Other than permanent 12 12 100% 20 20 100%
• Site visits • Need-based • Customer Engagement Total Employees 232 232 100% 188 188 100%
• Technical Workshops • Customer Satisfaction
• Dedicated support • Event/Product/ Service requirements, Workers
• Business reviews contractual and commercial terms Permanent 0 0 0 0 0 0
• Customer satisfaction surveys service levels
Other than permanent 133 133 100% 96 96 100%
• Expansion plans, business performance,

Financial Statements
and general issues if any Total Workers 133 133 100% 96 96 100%
• Customer complaints on facilities and
resolution Note: Employees and workers were provided training on POSH and the Human Rights Policy of the Company.
• Human Rights
Employees and No • Email • Ongoing • Employee Engagement 2. Details of minimum wages paid to employees and workers, in the following format:
Workers • WhatsApp • Monthly • Performance Management FY 2023-24 FY 2022-23
• Notice Boards • Quarterly • Career Development
• In-person Meetings • Annual • Recruitment and Staffing Equal to More than Equal to More than
Category Total Total
Minimum Wage Minimum Wage Minimum Wage Minimum Wage
• Digital Meetings • Event-based • Health and Safety including fire safety (A) (D)
• HRMS • Human Rights No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
• Events logistics Employees
• Attendee Experience
Permanent 220 0 0% 220 100% 168 0 0% 168 100%
Investors and No • Annual Report • Annual • Performance and direction of the
Shareholders Male 185 0 0% 185 100% 146 0 0% 146 100%
• Annual General Meeting • Quarterly Company
• Institutional Investor’s • Event-based • Financial Results Female 35 0 0% 35 100% 22 0 0% 22 100%
Meetings • Dividends Other than Permanent 12 0 0% 12 100% 20 0 0% 20 100%
• Stock Exchange • Outcome of Board Meetings
Communication Male 11 0 0% 11 100% 17 0 0% 17 100%
• Email Female 1 0 0% 1 100% 3 0 0% 3 100%
• Website
Workers
• Newspaper
• SMS Permanent 0 0 0% 0 0% 0 0 0% 0 0%
Government No Male 0 0 0% 0 0% 0 0 0% 0 0%
• SMS • Quarterly • Compliance update
Entities and • Website • Event-Based • Project-related clearances Female 0 0 0% 0 0% 0 0 0% 0 0%
Regulatory • Newspaper • Compliance-related communications
Bodies Other than Permanent 133 0 0% 133 100% 96 0 0% 96 100%
• BSE/NSE filing portals (including submission and responses)
Male 106 0 0% 106 100% 78 0 0% 78 100%
Contractors and No • Email • Daily • Project Schedule, Quality, and
their Workers Female 27 0 0% 27 100% 18 0 0% 18 100%
• Telephone • Weekly Specifications
• In-person • Monthly • Health and Safety
• WhatsApp • Need-basis • Waste Management 3. Details of remuneration/salary/wages, in the following format:
• On-site meeting • Human Rights
a. Median Remuneration and Wages:
• Classroom training and • Safe handling of critical equipment
demonstration • Emergency Preparedness and Male Female
Evacuation Drills
Particulars Median remuneration/ Median remuneration/
• Energy conservation Number salary/ wages of respective Number salary/ wages of respective
• Use of chemicals category (₹ in lakhs) category (₹ in lakhs)
• Work Ethics and Conduct
Board of Directors (“BoD”)* 1 2,227.37 - -
Communities Yes • Community engagement • Ongoing • Need Identification
and Key Managerial Personnel (“KMP”)# 1 115.90 1 50.00
through CSR activities • Event-based • Community Meetings
Implementing • Verbal communication • Need-Based Employees other than BoD and KMP 183 5.68 34 5.65
Agencies • Letter Workers 106 2.52 27 2.18
• Telephone
• Email *The Chairman and MD compensation is included in the Board of Directors and not in the KMP though he is also a KMP. All the other Directors are
Suppliers No* Non-executive and are paid sitting fees based on the number of Board and Committee meetings held and attended by them and hence is not
• Email • Annual • Goods and Service Quality a relevant factor for calculation of median and hence not provided.
and Business • Telephone • Need-based • Contractual, commercial, and
Partners service-level negotiations
#In
Key Managerial Personnel, the Company has covered only the Chief Financial Officer and the current Company Secretary. KMP (Company
• Supplier identification Secretary) who had resigned in the reporting year FY 2023-24 has been excluded from the disclosure above.
• Human Rights Note: Median Compensations for KMP, Employees and Workers have been calculated for the personnel on record as of 31 March 2024 and based
*Some of the suppliers at Nesco Foods business are co-operatives, self-help groups and/ or represent collectives from marginalised communities. on their annual compensations.

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b. Gross wages paid to females as % of total wages paid by the entity, in the following format: The Policy strictly prohibits reprisals against complainants, with disciplinary action for violators, showcasing the Company’s
commitment to safeguarding all employees’ rights and well-being. Additionally, provisions within the Policy allow for support to

Corporate Overview
Particulars FY 2023-24 FY 2022-23
be provided to complainants during the investigation and resolution process, which may include counselling services, granting
Gross wages paid to females as % of total wages 10.28% 7.34%
leave of absence, or implementing temporary arrangements to ensure a safe working environment for all parties involved.
Note: There was an increase in the number of female work force recruited in FY 2023-24 including at senior levels at higher The policy can be accessed at https://www.nesco.in/resources/images/pdf/policy/policy-on-sexual-harrassment-at-workplace.
than median compensation leading to an increase in gross wages paid to females as a percentage of total wages. pdf.

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused 9. Do human rights requirements form part of your business agreements and contracts? (Yes/No):
or contributed to by the business? (Yes/No)

Statutory Reports
Nesco’s employees and workers are governed by the Company’s HR Manual which details the Code of Business Conduct
No, Nesco does not currently have an Individual or Committee responsible for addressing human rights impacts or issues. The and Ethics and also has a clause on Human Rights. Human rights clauses are being incorporated in the Company’s leave and
Company’s Human Rights Policy outlines its commitment to preventing violations/abuse of human rights in all operations license policies. The Company has begun the process of integrating this clause into all new contracts with its varied customers.
and dealings. It provides access to grievance redressal mechanisms for all individuals whose human rights may be impacted Additionally, it has developed a supplier code of conduct which also includes human rights clauses.
by Nesco’s operations. Further, it assesses and evaluates the impacts of human rights in operations and value chain activities
The Supplier Code of Conduct can be accessed at: https://www.nesco.in/resources/images/pdf/policies-on-brsr/suppliers-
directly attributable to Nesco.
code-of-conduct.pdf.
The Human Rights policy can be accessed at: https://www.nesco.in/resources/images/pdf/policies-on-brsr/policy-on-human-
The Code of Business Conduct and Ethics can be accessed at: https://www.nesco.in/resources/images/pdf/policy/code-of-
rights.pdf.

Financial Statements
business-conduct-and-ethics-for-directors-&-senior-management-personnel.pdf

5. Describe the internal mechanisms in place to redress grievances related to human rights issues: 10. Assessments for the year:
Nesco has a mechanism in place to redress grievances related to human rights. They are addressed by the Internal Complaints % of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Child labour 100%
Committee (“ICC”) according to the procedures outlined in the Prevention of Sexual Harassment at Workplace (“POSH”)
Forced/involuntary labour 100%
Policy. Furthermore, unethical behaviour can be reported through the Whistle Blower Policy, which is overseen by the Audit
Sexual harassment 100%
Committee of the Board. Both these policies are communicated to all the employees and are available on the HRMS and website Discrimination at workplace 100%
of the Company. Training was provided to employees on the procedure of redressal under the POSH and Whistle Blower Policy. Wages 100%
The employees are encouraged to make suggestions and raise concerns regarding working conditions and safety, with a Others – please specify Nil
suggestion box available at the Company’s manufacturing location for grievance collection. Grievances of non-permanent Note: The Company conducts internal assessments to ensure that no child, forced, or involuntary labor occurs at its premises. Informal feedback is
employees are handled directly by the contractors who employ them; however, the Company co-operates and provides the taken to support training for addressing Sexual harassment and discrimination. Wages compliance for its own and contractual workforce are monitored
necessary support, information, and documentation to the extent applicable for the smooth redressal of grievances. periodically. Nesco premises are also assessed periodically by the local and statutory authorities.

11. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the
6. Number of Complaints on the following made by employees and workers:
assessments at Question 10 above:
FY 2023-24 FY 2022-23
As per the assessments conducted of Nesco’s plants and offices, no corrective actions were found necessary or mandated by
Pending Pending any third party.
Particulars Filed during resolution Filed during resolution
Remarks Remarks
the year at the end of the year at the end of
year year
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Sexual Harassment Nil NA NA Nil NA NA
Essential Indicators
Discrimination at workplace Nil NA NA Nil NA NA
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format:
Child Labour Nil NA NA Nil NA NA
Parameter FY 2023-24 FY 2022-23
Forced Labour/ Involuntary Labour Nil NA NA Nil NA NA
From Renewable Sources
Wages Nil NA NA Nil NA NA Total electricity consumption (A) 57,762.648 42,826.284
Other human rights-related issues Nil NA NA Nil NA NA Total fuel consumption (B) 0 0
Energy consumption through other sources (C) 0 0
Total energy consumption from non-renewable sources (A+B+C) 57,762.648 42,826.284
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
From Non-Renewable Sources
2013, in the following format: Total electricity consumption (D) 67,159.41 55,508.15
Particulars FY 2023-24 FY 2022-23 Total fuel consumption (E) 10,222.39 7,224.07
Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition 0 0 Energy consumption through other sources (F) 0 0
and Redressal) Act, 2013 (“POSH”) Total energy consumption from renewable sources (D+E+F) 77,381.80 62,732.22
Total energy consumed (A+B+C+D+E+F) 1,35,144.45 1,05,558.50
Complaints on POSH as a % of female employees/workers NA NA
Energy Intensity per Rupee of Turnover 0.0199 x 10-3 0.0193 x 10-3
Complaints on POSH upheld NA NA (Total energy consumed/revenue from operations)
Energy Intensity per Rupee of Turnover adjusted for Purchasing Power Parity (“PPP”) 0.4752 x 10-3 0.4641 x 10-3
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases: (Total energy consumed/revenue from operations adjusted for PPP)
Energy Intensity in terms of Physical Output Not Applicable
Nesco maintains a comprehensive Prevention of Sexual Harassment (“POSH”) policy, ensuring protection for complainants Energy intensity (optional) – the relevant metric may be selected by the entity Not Calculated
against any form of retaliation. The Policy is accessible to all employees on the Company’s website and integrated into the
All figures are in Giga Joules (GJ)
HRMS. It safeguards individuals from adverse actions or mistreatment resulting from complaints, such as termination,
demotion, or harassment. The Internal Complaints Committee (“ICC”) promptly addresses sexual harassment complaints. Note: Sources for Energy: Based on factors and equations from WRI’s GHG Protocol, EPA.Gov, DEFRA, and 2016 IPCC Protocol.
Comprising members dedicated to women’s rights and possessing expertise in legal matters, the ICC ensures confidentiality Renewable sources include green electricity purchased in IT Towers 3 and 4, and Bombay Exhibition Center. Non-renewable
and protects complainants and witnesses from victimisation. Importantly, at least half of the committee members are women. sources include grid electricity for plants and offices, diesel for DG sets, PNG and LPG for Nesco Foods and Indabrator. Diesel
During investigations, the ICC recommends interim relief measures, like workplace transfers or leave, to prevent further harm and petrol consumed in Company-owned vehicles are not considered in the calculations.
to the complainant. PPP data has been obtained from the CEIC, Organisation for Economic Co-Operation and Development. The values have been
prorated from CY2022 and CY2023 for FY 2023 data (24.007) and CY2023 and CY2024 (estimated) for FY 2024 data (23.846).

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Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) 5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
If yes, name of the external agency. implementation:

Corporate Overview
Yes, energy evaluation and calculations have been done based on data provided by Nesco to an external agency viz. No, the Company is not mandated to implement Zero Liquid Discharge (“ZLD”) at its plants or operations in Mumbai.
Sustainability and Strategy. This is not equivalent to an assurance. However, water management is a material ESG topic for Nesco. Rainwater harvesting systems are installed at Nesco IT Parks in
line with the Green Building norms. All rainwater from the terraces and common area is harvested into pits using natural slopes
2. Does the entity have any sites/facilities identified as Designated Consumers (“DCs”) under the Performance, Achieve, and drainpipes installed in requisite places. Additionally, three Sewage Treatment Plants (“STP”) with capacities of 500 KLD, 300
and Trade (“PAT”) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme KLD, and 110 KLD respectively are operational to treat sludge and enable the recycling of water. Treated water from the STP is
have been achieved. In case targets have not been achieved, provide the remedial action taken, if any: used for flushing and gardening. Low-flow plumbing fixtures (utilisation of aerators in washroom taps) and implementation

Statutory Reports
The Company does not have any sites/facilities identified as Designated Consumers (“DCs”) under the Performance, Achieve, of IoT technology to automate overhead flushing water tanks, streamlining operations and optimising water utilisation. The
and Trade (“PAT”) Scheme of the Government of India. Indabrator plants have septic tanks and soak pits and the Company has expanded their capacity.

3. Provide details of the following disclosures related to water, in the following format: 6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter FY 2023-24 FY 2022-23 Parameter Please specify unit FY 2023-24 FY 2022-23
Water withdrawal by source (in kilo litres) NOx µg/m3 24.9 23.8
(i) Surface water 0.00 0.00 SOx µg/m3 22.9 20.3

Financial Statements
(ii) Groundwater 19,971.00 18,564.00 Total Particulate matter (“TPM”) mg/Nm3 20.30 9.70
(iii) Third party water 2,51,477.00 2,32,792.00 Persistent organic pollutants (“POP”) NA NA
(iv) Seawater / desalinated water 0.00 0.00 Volatile organic compounds (“VOC”) NA NA
(v) Others 0.00 0.00 Hazardous air pollutants (“HAP”) NA NA
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 2,71,448.00 2,51,356.00 Others – please Specify NA NA
Total volume of water consumption (in kilolitres) 2,03,889.90 1,74,065.55
There are no continuous sources of air emissions in Nesco’s operations. The DG sets are operated at Nesco Goregaon, Mumbai
Water intensity per rupee of turnover (Total water consumption/Revenue from operations) 0.0301 x 10-3 0.0319 x 10-3 only for equipment testing and power outages which rarely occur. Hence the air emissions of pollutants (other than GHGs) are
(litre/rupee)
not material.
Water intensity per rupee of turnover adjusted for Purchasing Power Parity 0.7169 x 10-3 0.7553 x 10-3
(Total water consumption/ Revenue from operations adjusted for PPP) (litre/rupee) Note: Nesco monitors other air emissions every quarter from its stacks and DG set for SOx, NOx, and Particulate Matter (PM10
Water Intensity in terms of Physical Output Not Applicable and PM2.5). As a practice, the Company ensures that all air pollution parameters are within the permissible limits, and compliant
Water intensity (optional) – the relevant metric may be selected by the entity Not Calculated with the prevalent norms prescribed by the BMC, indicating efficient management of industrial operations and stringent air
pollution control processes. Nesco has provided average emissions based on data received from IT Tower 3 and IT Tower 4. DG
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
sets are only used as a backup and for testing of equipment and hence are excluded.
If yes, name of the external agency.
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
No- For the Company’s IT Parks, Foods, Events, and Exhibitions businesses based out of Goregaon, BMC water bills are provided
If yes, name of the external agency.
by the MCGM while STP plants process sewage and kitchen water discharge. The borewell water level and the STP water output
are checked by the in-house team. A third-party agency is in place to carry out water quality testing for BMC inlet water, STP Yes, independent assessments are carried out for air emissions, by Enviro Analysts and Engineers.
plant water (both inlet and outlet), and borewell water quality.
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & their intensity, in the following format:
4. Provide the following details related to water discharged: Parameter Unit FY 2023-24 FY 2022-23

Parameter FY 2023-24 FY 2022-23 Total Scope 1 emissions Metric tonnes of CO2 578.07 408.47
(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent
Water discharge by destination and level of treatment (in kilo litres)
Total Scope 2 emissions Metric tonnes of CO2 13,338.60 10,962.86
(i) Surface water
(Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) equivalent
- No treatment - -
Total Scope 1 and Scope 2 emissions per rupee of Turnover kilograms of CO2 0.00205 x 10-3 0.00208 x 10-3
- With treatment – please specify level of treatment - - equivalent per rupees
(ii) Groundwater Total Scope 1 and Scope 2 emission intensity per rupee of turnover kilograms of CO2 0.05 x 10-3 0.05 x 10-3
- No treatment 17,465.6 16,058.6 adjusted for Purchasing Power Parity (“PPP”) (Total Scope 1 and Scope 2 equivalent per USD
GHG emissions / Revenue from operations adjusted for PPP) PPP adjusted
- With treatment – please specify level of treatment 700 650
Total Scope 1 and Scope 2 emission intensity in terms of physical output Not Applicable
(iii) To Seawater
Total Scope 1 and Scope 2 emission intensity (optional) Not Calculated
- No treatment - - – the relevant metric may be selected by the entity
- With treatment – please specify level of treatment - -
Note: Source for Calculation of Scope 1 GHG emissions: Based on factors and equations from WRI’s GHG Protocol, EPA.Gov,
(iv) Sent to third parties
DEFRA, and IPCC’s fifth assessment report. Fuels for Stationary Combustion (2006 IPCC guidelines) include diesel for DG sets,
- No treatment - - LPG, and PNG. The calculations do not account for diesel and petrol consumed in Company-owned vehicles.
- With treatment – please specify level of treatment - -
PPP data has been obtained from the CEIC, Organisation for Economic Co-Operation and Development. The values have been
(v) Others prorated from CY2022 and CY2023 for FY 2023 data (24.007) and CY2023 and CY2024 (estimated) for FY 2024 data (23.846).
- No treatment 12,499.2 17,937.15
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
- With treatment – please specify level of treatment 36,893.3 42,644.7 If yes, name of the external agency.
Total water discharged (in kilolitres) 67,558.1 77,290.45
Yes, GHG accounting calculations and evaluation have been done based on data provided by Nesco to an external agency viz.;
Note: Water discharged has been estimated for the Bombay Exhibition Center. Sustainability and Strategy. This is not equivalent to an assurance.

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8. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide details: Parameter FY 2023-24 FY 2022-23
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)

Corporate Overview
Management of GHG Emissions is a material ESG topic for Nesco and it is taking a structured and progressive path for this.
Category of waste
Focus on Renewable Energy: 0 0
(i) Incineration
• IT Parks uses 100% Green Energy from its utility provider for its operations and provides occupiers the ability to switch to (ii) Landfilling (burning sand) 300 0
green power. (iii) Other disposal operations 10.30 7.30
• At IT Park Tower 4, 37 solar street lights were installed, which operate on a timer-based system to also conserve energy. Total 310.30 7.30
• At BEC, the Company encourages exhibition organisers to opt for green energy and 3 exhibition organisers opted for
Note: The Company uses BMC-registered and authorised vendors for dry, wet, sludge, e-waste and plastic waste disposal.

Statutory Reports
Green Energy in FY 2023-24.
The vendor is expected to recycle the waste as per regulatory mandates. The vendors ensure segregation into plastic, paper,
Energy-Efficient Equipment and Building Structure: cardboard, glass, etc. which is appropriately recycled. For example, plastic waste is eventually recycled into crude oil and other
• At BEC, motion sensor-based lights with timers were deployed in both plant rooms and external spaces. fuels. Only the hazardous material i.e., burning sand generated in the Indabrator operations is disposed of in a landfill.

• 1000W Halogen streetlights were replaced with 200W LED, resulting in an 80% reduction in both energy consumption and Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N)
associated expenses. If yes, name of the external agency.
• The glass façade at IT Park buildings uses a combination of fire-rated aluminium panels and a double-glazed unitised Yes – Waste data for Nesco operations in Goregaon, Mumbai complies with the Environmental Audit Report issued by the

Financial Statements
system as well as low capital -E-rated glass with Argon Fill helps to reduce energy consumption. Maharashtra Pollution Control Board.
• CTI (Cooling Technology Institute) certified cooling tower with superior thermal performance was installed.
• Optimised energy consumption within the HVAC system, duct AC units were upgraded to split AC systems, ensuring 10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by
energy savings and maximising electricity usage efficiency. your Company to reduce the usage of hazardous and toxic chemicals in your products and processes and the practices
adopted to manage such wastes:
Energy Efficiency Technologies:
The Company has identified waste management as a material ESG topic and has formulated strategies to focus on recycling
• At BEC, the integration of water misting technology for chillers was deployed to enhance cooling effectiveness while
and reducing waste generated. As discussed in Section A, Question 26, the scope of waste management for IT Parks and the
concurrently lowering energy usage.
Restaurant businesses is impacted by stakeholders beyond the Company’s control. Nesco carries out awareness drives including
• Dimmer controls for lobby lighting systems, ensuring efficient illumination tailored to specific needs. regular communication with all its clients to segregate the dry and wet waste for disposal in the garbage area. Waste generated
• In both IT Park and BEC, the installation of timers and motion sensor lights across external areas was undertaken to at Nesco IT Park is segregated and stored in wet and dry bins. Dry waste is collected by authorised vendors and recycled. Food
optimise energy usage. waste generated at Nesco Foods is stored in a refrigerated garbage room. Wet waste (food and other bio-degradable waste)
Other Initiatives: is partially converted to manure in the Organic Waste Composting machines. This manure and the sludge from the Sewage
Treatment Plants (“STP”) are used for gardening wherever appropriate, the food services from Nesco Foods use eco-ware and
• The green cover at Nesco Center at Goregaon, Mumbai was increased to 1,500+ trees.
paper products that are bio-degradable. The empty containers are collected in dedicated bins and disposed of through the
• EV Charging Stations equipped with Fast DC Chargers were installed at both IT Park and BEC under an OPEX model, proper Garbage Clearance Mechanism of the BMC. Similarly, plastic waste, generated primarily from water bottles, is collected
offering a valuable addition to the facilities available to staff members. by a BMC-empaneled vendor. E-waste and hazardous waste are collected, processed, and disposed of through an authorised
recycling, handling and disposal agency.
9. Provide details related to waste management by the entity, in the following format:
For events and exhibitions, waste management is handled by the organisers and is overseen by Nesco personnel. At Indabrator,
Parameter FY 2023-24 FY 2022-23 plastic waste, hazardous waste, and E-waste are disposed of through government-approved, registered recyclers and handlers.
Total Waste generated (in metric tonnes) In the case of other waste materials such as wood and cardboard, approximately 50% are reused or repurposed, aligning with
Plastic waste (A) – Non- Biodegradable 6.60 7.40 the Company’s commitment to sustainable waste management practices.
E-waste (B) 0.30 0.84
Bio-medical waste (C) 0.00 0.00 11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries,
Construction and demolition waste (D) 0.00 0.00 biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones, etc.) where environmental
Battery waste (E) 0.00 0.00 approvals / clearances are required, please specify details in the following format:
Radioactive waste (F) 0.00 0.00 S. Whether the conditions of environmental approval/clearance are being complied with?
Location of operations/offices Type of operations
Other Hazardous waste. Burning Sand (G) 300.00 0.00 No. (Y/N). If no, the reasons thereof and corrective action taken, if any.
Other Non-hazardous waste generated (H). 251.80 225.95 The Company does not have operations or offices located in ecologically sensitive areas such as national parks, wildlife sanctuaries, biosphere
Please specify, if any (Break-up by composition i.e. by materials relevant to the sector) reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones, etc. Therefore, environmental approvals or clearances specific to
Dry Waste 34.90 22.80 these areas are not applicable to the Company’s operations.
Wet Waste 206.60 195.85
Sludge 10.30 7.30 12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the
Total (A+B + C + D + E + F + G+ H) 558.70 234.19 current Financial Year:
Waste Intensity per rupee of turnover (Total waste generated/ Revenue from operations) 0.0824 x 10-6 0.0429 x 10-6 Name and brief details Whether conducted by independent Results communicated in public domain Relevant
EIA Notification No Date
Waste Intensity per rupee of turnover adjusted for Purchasing Power Parity 1.9645 x 10-6 1.0297 x 10-6 of project external agency (Yes/No) (Yes/No) weblink
(Total waste generated/ Revenue from operations adjusted for PPP) No environmental impact assessments of projects undertaken have been conducted in the current financial year.
Waste intensity in terms of physical output Not Applicable
Waste intensity (optional) – the relevant metric may be selected by the entity Not Calculated 13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tons) (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment Protection Act,
Category of waste and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following format:
(i) Recycled (plastic + e-waste) 6.90 9.34
S. Specify the law/regulation/ guidelines Provide details of the Any fines/penalties/action taken by regulatory Corrective Action
(ii) Re-used 0 0 No. which was not complied with non-compliance agencies such as pollution control boards or courts taken, if any
(iii) Other recovery operations (dry + wet) 241.50 217.55 There were no reported non-compliances for Nesco businesses regarding any of the applicable environmental laws during the reporting period.
Total 248.40 226.89

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PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner
a manner that is responsible and transparent Essential Indicators

Corporate Overview
Essential Indicators 1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback:

1. a. Number of affiliations with trade and industry chambers/ associations: Six (6) Nesco aims to consistently enhance customer satisfaction by delivering value through its range of products and services.
Customer feedback, received via diverse channels such as letters, emails, phone calls, messages, and meetings, is meticulously
b. List the top 10 trade and industry chambers/ associations you are a member of/are affiliated to, based on no. of
addressed. Complaints are categorised as operational or contractual and then directed to the respective departments for
members:
resolution. These issues are promptly managed by the relevant client-facing teams within defined timeframes as the initial
S. No Name of trade and industry chambers/ associations Scope of Entity (State/ National) step in addressing concerns. Any unresolved issues or situations requiring managerial intervention are promptly escalated

Statutory Reports
1. Indian Exhibition Industry Association National
to the Business Unit (“BU”) heads for further review and action, or to management if urgent decisions or permissions are
2. Maharashtra Economic Development Council State
necessary for swift resolution. Additionally, proactive measures include periodic customer meetings to identify and address
3. NASSCOM National
challenges promptly. The Company also employs customer feedback forms and surveys across various service/product
4. Indo-German Chamber of Commerce National
parameters to gauge satisfaction levels and implement targeted strategies for improvement. Nesco has in place a Stakeholder
5. India Convention Promotion Bureau National
6. Asian Federation of Exhibition and Convention Associations National
Grievances Management mechanism which is made available to all its stakeholders and the same is uploaded on the website at
https://www.nesco.in/resources/images/pdf/policies-on-brsr/Grievance-Management-System.pdf
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, 2. Turnover of products and/ services as a percentage of turnover from all products/services that carry information about:

Financial Statements
based on adverse orders from regulatory authorities:
Particulars As a percentage of total turnover
No corrective action is necessary as there have been no instances of anti-competitive conduct by the Company. Environmental and social parameters relevant to the product 7.44%
Safe and responsible usage 7.44%
Recycling and/or safe disposal 7.44%
PRINCIPLE 8: Businesses should promote inclusive growth and equitable development
Note: This indicator applies only for Nesco’s Indabrator business and the products include instruction manuals related to safe
Essential Indicators usage and relevant environmental information. Other Nesco businesses are services and hence packaging and labelling are
1. Details of Social Impact Assessments (“SIA”) of projects undertaken by the entity based on applicable laws, in the inapplicable. In general, the Company ensures signages and infrastructure on its services business premises to enable recycling
current Financial Year: and safe disposal of waste.
Name and brief SIA Date of Whether conducted by independent Results communicated in Relevant 3. Number of consumer complaints in respect of the following:
details of project Notification No. notification external agency (Yes/No) public domain (Yes/No) weblink
FY 2023-24 FY 2022-23
None of the projects of the Company had any stipulation to conduct a Social Impact Assessment (“SIA”) during the reporting period. Particulars Received Pending resolution Remarks Received Pending resolution Remarks
during the year at end of year during the year at end of year
Data privacy Nil Nil NA Nil Nil NA
2. Provide information on the project(s) for which ongoing Rehabilitation and Resettlement (“R&R”) is being undertaken
Advertising Nil Nil NA Nil Nil NA
by your entity, in the following format: Cyber-security Nil Nil NA Nil Nil NA
S. No. of Project Affected % of PAFs covered by Amounts paid to Delivery of essential services NA * NA * NA* NA* NA* NA*
Name of Project for which R&R is ongoing State District Restrictive Trade Practices Nil Nil NA Nil Nil NA
No. Families (PAFs) R&R in the year PAFs in the FY
Unfair Trade Practices Nil Nil NA Nil Nil NA
No Rehabilitation and Resettlement is ongoing or required for any of the Company’s projects.
Other Nil Nil NA Nil Nil NA

3. Describe the mechanisms to receive and redress grievances of the community: *Nesco’s activities do not fall within the provisions of the Essential Services Maintenance Act (ESMA).

Nesco has in place a Stakeholder Grievances Management Policy which is made available to all its stakeholders and includes 4. Details of instances of product recalls on account of safety issues:
mechanisms to receive and address grievances of the community. This mechanism is posted on the website of the Company. Particulars Number Reasons for recall
Nesco has established accessible channels for submission and resolution to address community grievances. Stakeholders, Voluntary recalls 0 NA
Forced recalls 0 NA
including visitors and community members, can share feedback or grievances directly with Nesco officials or through written
communication with on-site security personnel. Additionally, letters of grievance can be marked as “Grievance” and sent to the 5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available,
Compliance Officer at the registered office of the Company or can be addressed at [email protected]. Upon receipt, provide a web link of the policy:
Nesco acknowledges grievances within three business days and assigns them to the appropriate officials for assessment and Yes, Nesco has a policy and a framework for addressing cyber security and data privacy risks. This Policy is shared with employees
resolution. Grievances are categorised based on urgency and complexity, with simple issues resolved within seven business via the HRMS and key features and compliance expectations are shared with the Company’s vendors when they access its
days. If a grievance remains unresolved or the complainant is dissatisfied, escalation is possible via email or courier to the IT infrastructure. The data accessible to the Company is limited to that of its employees and operational interactions with
Registered Office. Escalated matters receive immediate attention from senior management to ensure impartiality and prompt customers, suppliers, and other stakeholders (IT Park tenant employees access card data). Nesco ensures appropriate adherence
resolution. Regular reviews of the grievance mechanism allow for continuous improvement. to cyber security and data privacy norms. These include addressing user registration, user authentication, access management,
and network access control which are augmented with the appropriate hardware and software-based IT security measures.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential
Particulars FY 2023-24 FY 2022-23
services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty/action
Directly sourced from MSMEs/ small producers 39.89% 21.43%
Directly sourced within India 99.92% 100.00% taken by regulatory authorities on safety of products/services:
No corrective actions were necessary for the aforementioned issues as no breaches occurred during the reporting period.
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed
7. Provide the following information relating to data breaches:
on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost :
a. Number of instances of data breaches – No data breaches were reported in FY 2023-24.
Location FY 2023-24 FY 2022-23
Rural 15.38% 17.67%
b. Percentage of data breaches involving personally identifiable information of customers – No data breaches involving
customer information were reported in FY 2023-24.
Semi-urban 0% 0%
Urban 3.31% 3.30% c. Impact, if any, of the data breaches – No such impact was registered, as there were no data breaches in the reporting period.
Metropolitan 81.31% 79.02%

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INDEPENDENT AUDITOR’S REPORT Management’s Responsibility for the Financial Statements

Corporate Overview
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act, with respect to the preparation of
these financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash
To flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting
The Members of Nesco Limited Standards specified under Section 133 of the Act. This responsibility also includes 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 frauds
Report on the Financial Statements and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal
Opinion financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to

Statutory Reports
We have audited the accompanying financial statements of Nesco Limited ("the Company"), which comprise the Balance Sheet as the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement,
at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity whether due to fraud or error.
and the Statement of Cash Flow for the year then ended and notes to the financial statements, including a summary of material
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
accounting policies and other explanatory information (herein after referred to as ‘the financial statements’).
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in

Financial Statements
conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian The Board of Directors are responsible for overseeing the Company’s financial reporting process.
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state
of affairs of the Company as at 31 March 2024, the profit and total comprehensive income, changes in equity and its cash flows for Auditor’s Responsibility for the Audit of the Financial Statements
the year ended on that date. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an Auditors’ Report that includes our opinion. Reasonable assurance is a high
Basis for Opinion level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the
Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the audit. We also:
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and
basis for our opinion on the financial statements. perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
Key Audit Matters from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company
and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters has adequate internal financial controls system in place and the operating effectiveness of such controls.
described below to be the key audit matters to be communicated in our report.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
Sr disclosures made by management.
Key Audit Matter How our audit addressed the key audit matter
No.
1. Recognition of lease rental income of IT Park & related • Understanding the internal control environment for revenue recognition
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
disclosures. and to test check with a view to verify its operative effectiveness. evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Lease rental income amounting to H 31,832.30 lakhs reported • Read terms of the contract/ modified agreements / communications with Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
in the Company’s financial statements is recognised based the lessee’s and verified accuracy of lease rental income recognition on attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
on the agreements / contract with the tenants on straight test basis.
line basis over the lease term. Due to modifications in
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors’ Report. However,
• On sample basis, examining supporting documents / emails / approval for
terms of agreement, risk of material misstatement on future events or conditions may cause the Company to cease to continue as a going concern.
deferments / waiver given to tenants.
such modifications significantly increases for its accuracy,
completeness, presentation, and disclosure. This can lead
• Performed analytical procedures. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
to revenue either being recognised in incorrect accounting • Ensured that revenue is recognised in accordance with accounting financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
periods or at incorrect value thereby impacting the results. standards and policy.
Considering these factors, in the context of our audit this Based on above procedures performed, we did not identify any material We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
matter was of significant and hence considered as a Key Audit exceptions in the lease rental income recognised and related disclosures in and significant audit findings, including any significant deficiencies in the internal control that we identify during our audit.
Matter. the financial statements.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear
Information Other than the Financial Statements and Auditor’s Report Thereon on our independence and where applicable, related safeguards.
The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the From the matters communicated with those charged with governance, we determine those matters that were of most significance
information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in
Governance, Business Responsibility and Sustainability report and Shareholder’s Information, but does not include the financial our Auditors’ Report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
statements and our Auditors’ Report thereon. Our opinion on the financial statements does not cover the other information and we we determine that a matter should not be communicated in our report because the adverse consequences of doing so would
do not express any form of assurance conclusion thereon. reasonably be expected to outweigh the public interest benefits of such communication.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements, or our knowledge obtained during the course
of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Report on Other Legal and Regulatory Requirements (vi) Based on our examination, which included test checks, the Company has used accounting software for maintaining
its books of account for the financial year ended 31 March 2024 which has a feature of recording audit trail (edit log)

Corporate Overview
1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section
facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further,
143(11) of the Act, we give in “Annexure A” a statement on matters specified in paragraphs 3 and 4 of the order
during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

2) As required by Section 143(3) of the Act, we report that: As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 01 April 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
requirements for record retention is not applicable for the financial year ended 31 March 2024.
necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

Statutory Reports
examination of those books;
For Manubhai & Shah LLP
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in
Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account; Chartered Accountants
Firm’s Registration No: 106041W/W100136
(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section
133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

Financial Statements
Ashish Shah
(e) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board
Partner
of Directors, none of the director is disqualified as on 31 March 2024 from being appointed as a director in terms of Section
Dated: 20 May 2024 Membership No: 103750
164(2) of the Act;
Place: Mumbai UDIN: 24103750BKEXRY8977
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls refer to our separate report in “Annexure B”; Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended, we report that in our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given
to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements –
Refer Note 35(1) and (2) to the financial statements;

(ii) The Company did not have any long term contracts including derivative contracts for which there were any material
foreseeable losses;

(iii) There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection
Fund by the Company.
(iv) (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the notes to
accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or
any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the notes to
accounts, no funds have been received by the Company from any person or entity, including foreign entity
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under h (iv) (a) and (b) above, contain any material misstatement.

(v) The dividend for the year 2022-23, declared and paid by the Company during the year is in accordance with Section
123 of the Act, as applicable.

The Board of Directors of the Company have proposed dividend for the year which is subject to the approval of the
members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section
123 of the Act, as applicable.

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ANNEXURE – A TO THE INDEPENDENT AUDITOR’S REPORT (c) According to the information and explanations given to us and based on the records of the Company examined by us, the
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) particulars of dues of Income Tax, Service Tax, Sales Tax, Excise Duty, Custom Duty, Value Added Tax, Goods and Service

Corporate Overview
Tax, Cess and other statutory dues as at 31 March 2024 which have not been deposited on accounts of any disputes are
(i) (a) i. The Company has maintained proper records showing full particulars, including quantitative details and situation of as follows:
property, plant and equipment and relevant details of right-of-use assets;
Financial Year
Amount
ii. The Company has maintained proper records showing full particulars of Intangible Assets. Name of the Statue Nature of Dues for which Forum where the dispute is pending
(K in lakhs)
amount relates
(b) The Company has a program of verification to cover all items of property, plant and equipment and right-of-use assets in a Income Tax Act, 1961 Income Tax 7.07 FY 2007-08 Assessing Officer
phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its property, Income Tax Act, 1961 Income Tax 18.80 FY 2015-16 Assessing Officer

Statutory Reports
plant and equipment. Pursuant to the programme, a portion of the property, plant and equipment have been physically Income Tax Act, 1961 Income Tax 92.46 FY 2017-18 CIT(A)
verified by the management during the year and no material discrepancies have been noticed on such verification.
Income Tax Act, 1961 Income Tax 130.07 FY 2020-21 Assessing Officer
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Municipal Corporation Act 1949 Property Tax 564.67 FY 2020-21 Municipal Corporation (Maharashtra)
Company, the title deeds of all the immovable properties (other than immovable properties where the Company is the Municipal Corporation Act 1949 Property Tax 816.07 FY 2020-21 to Municipal Corporation (Maharashtra)
lessee and the Leave and License agreement are duly executed in favour of the Company) disclosed in the financial FY 2022-23
statements included in Property, Plant and Equipment and Investment Property are held in the name of the Company as Municipal Corporation Act 1949 Property Tax 29.89 FY 2023-24 Municipal Corporation (Maharashtra)

Financial Statements
at balance sheet date. Goods and Service Tax Act, 2017 Assessment Dues 50.85 FY 2019-20 Assistant Commissioner (Gujarat)
(d) The Company has not revalued its Property, Plant and Equipment (including right-of-use assets) or intangible assets (viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income
during the year. during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
(e) No proceedings have been initiated during the year or are pending against the Company as at 31 March 2024 for holding any
benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. (ix) (a) According to the records of the Company examined by us and the information and explanations given to us, the Company
does not have any loans or borrowings from any financial institution, bank, and Government as at the balance sheet date
(ii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the and hence, reporting under clause (ix) (a) of the order is not applicable.
Company the Management has conducted physical verification of the inventories at reasonable intervals. No discrepancies (b) The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
of 10% or more in the aggregate for each class of inventory were noticed during such verifications.
(c) The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the
(b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in year and hence, reporting under clause (ix) (c) of the order is not applicable.
excess of I Five crores in aggregate at point of time during the year from bank on the basis of security of Mutual funds
under lien. The Company has utilised non fund based limit only and thus there was no requirement to submit the quarterly (d) On an overall examination of the financial statements of the Company, there were no funds raised on short-term basis
statement with the bank. during the year and hence, reporting under clause (ix) (d) of the order is not applicable.

(e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary
(iii) (a) The Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured during the year and hence the reporting requirements of clause (ix) (e) of the order is not applicable.
or unsecured, to Companies, firms, Limited Liability Partnerships or any other parties during the year and hence sub clause
iii (a), (c), (d), (e ), (f) under clause (iii) of the order is not applicable. (f) The Company has not raised loans during the year on the pledge of securities held in its subsidiary, and hence the reporting
requirements of clause (ix) (f) of the order is not applicable.
(b) The investments made, during the year are, prima facie, not prejudicial to the interest of the Company.
(x) (a) In our opinion, and according to the information and explanations given to us, the Company did not raise any money by
(iv) In our opinion and according to the information and explanations given to us, the Company has not advanced any loans to the way of initial public offer or further public offer (including debt instruments) during the year.
parties covered under section 185 of the Act. The Company has not given any loans and guarantees but has made investment
in respect of which provisions of section 186 of the Act have been complied with. (b) According to the information and explanations given to us and based on our examination of the records of the Company,
the Company has not made any preferential allotment or private placement of shares or fully or partly convertible
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public as per debentures during the year.
the provisions of section 73, 74, 75 and 76 or any other relevant provisions of the Act and the Rules framed there under to the
extent notified. (xi) (a) To the best of our knowledge, no material fraud on or by the Company has been noticed or reported during the year nor
have we been informed of any such case by the Management.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by Central Government (b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under
of India for the maintenance of cost records under section 148(1) of the Act, and are of the opinion that, prima facie, the rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of
prescribed accounts and records have been made and maintained. this report.

(vii) (a) According to the information and explanations given to us and based on the records of the Company examined by us, (c) As represented by the management, there are no whistle blower complaints received by the Company during the year.
in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including Provident Fund,
Employees’ State Insurance, Income-tax, Excise Duty, Custom Duty, Goods and Service Tax, Cess and other material (xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly,
statutory dues, as applicable, with the appropriate authorities. reporting as per clause (xii) of the order is not required.

(b) According to the information and explanations given to us and based on the records of the Company examined by us, (xiii) According to the information and explanations given to us and based on our examination of the records of the Company,
in our opinion, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, transactions with related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such
Excise Duty, Custom Duty, Goods and Service Tax, Cess and other material statutory dues, as applicable were in arrears as transactions have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.
at 31 March 2024 for a period of more than six months from the date they became payable.
(xiv) (a) In our opinion the Company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered, the internal audit reports for the year under audit, issued to the Company, in determining nature,
timing and extent of our audit procedure.

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(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the ANNEXURE – B TO THE INDEPENDENT AUDITOR’S REPORT
Company has not entered into any non-cash transactions with its directors or persons connected with them. Accordingly,

Corporate Overview
The Annexure referred to in paragraph 2(f) under “Report on Other Legal and Regulatory Requirements” section of our report of
reporting as per clause (xv) of the order is not required. even date,

(xvi) (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934, Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
hence reporting requirement of clause (xvi) (a), (b), (c) and (d) of the order are not applicable to the Company. (“the Act”)
We have audited the internal financial controls over financial reporting of Nesco Limited (“the Company”) as of 31 March 2024 in
(xvii) The Company has not incurred cash losses in the financial year and in the immediately preceding financial year. conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls

Statutory Reports
(xviii) There has been no resignation of the statutory auditors of the Company during the year.
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of
other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that
and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies,
us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting
of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Financial Statements
balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state Auditor’s Responsibility
that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit.
that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued
when they fall due. by ICAI (the “Guidance Note”) and the Standards on Auditing prescribed under section 143(10) of the Act, to the extent applicable
to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements
(xx) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there is no unspent and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in reporting was established and maintained and if such controls operated effectively in all material respects.
compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause (xx) of the Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
order is not applicable for the year. over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
For Manubhai & Shah LLP selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
Chartered Accountants
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Firm’s Registration No: 106041W/W100136 Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
Ashish Shah A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
Partner the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
Dated: 20 May 2024 Membership No: 103750 accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures
Place: Mumbai UDIN: 24103750BKEXRY8977 that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the
Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and
such internal financial controls over financial reporting were operating effectively as at 31 March 2024, based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Manubhai & Shah LLP

Chartered Accountants
Firm’s Registration No: 106041W/W100136

Ashish Shah
Partner
Dated: 20 May 2024 Membership No: 103750
Place: Mumbai UDIN: 24103750BKEXRY8977

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CIN : L17100MH1946PLC004886 CIN : L17100MH1946PLC004886

BALANCE SHEET STATEMENT OF PROFIT AND LOSS

Corporate Overview
(₹ in lakhs)
(₹ in lakhs)
As at 31 March
Particulars Note No.
2024 2023 For the Year
Assets Particulars Note No.
Non-Current Assets 2023-2024 2022-2023
Property, Plant and Equipment 4 11,931.07 14,954.95 Revenue
Capital work-in-progress 4a 16,215.41 8,526.98
Revenue from Operations 26 67,818.49 54,600.16
Investment Property 5 63,623.16 65,295.14

Statutory Reports
Other Intangible Assets 6 154.82 156.74 Other Income 27 10,494.38 6,311.65
Intangible Assets Under Development 6a - 38.02 Total Income 78,312.87 60,911.81
Financial Assets
Expenses
Investments 7 1,16,406.30 76,749.00
Other Non-Current Financial Assets 8 5,085.33 5,542.66 Cost of Materials Consumed 28 6,211.71 3,746.61
Non Current Tax Assets(Net) 9 1,137.15 1,034.91 Change in Inventories of Finished Goods, Work-In-Progress and Stock-In-Trade 29 (267.60) (159.13)
Other Non-Current Assets 10 3,577.61 1,247.73
Employee Benefits Expenses 30 2,765.45 1,964.47
Total Non-Current Assets 2,18,130.85 1,73,546.13

Financial Statements
Current Assets Finance Cost 31 1,405.45 1,220.78
Inventories 11 1,355.91 1,173.39 Depreciation and Amortisation Expenses 4,5 & 6 5,416.51 3,277.42
Financial Assets
Other Expenses 32 16,482.80 14,164.63
Investments 7 33,022.06 39,350.93
Trade Receivables 12 1,213.04 2,262.23 Total Expenses 32,014.32 24,214.78
Cash and Cash Equivalents 13a 2,208.80 1,189.15 Profit before tax 46,298.55 36,697.03
Other Balances with Banks 13b 581.43 585.59
Tax expense 44
Other Current Financial Assets 14 5,945.33 5,746.10
Other Current Assets 15 2,574.17 2,403.03 Current Tax 10,534.49 8,260.00
Total Current Assets 46,900.74 52,710.42 Deferred Tax (514.30) (648.63)
Income Tax for Earlier Year - 22.02
Total Assets 2,65,031.59 2,26,256.55
Equity and Liabilities Total Tax Expense 10,020.19 7,633.39
Equity Profit after tax 36,278.36 29,063.64
Equity Share Capital 16 1,409.20 1,409.20
Other Equity 17 2,28,241.31 1,95,043.15 Other Comprehensive Income (OCI)
Total Equity 2,29,650.51 1,96,452.35 Items that will not be reclassified to profit or loss
Liabilities Remeasurement of Defined Benefit Plans - Net of Tax 79.29 (4.61)
Non-Current Liabilities
Financial Liabilities Net Fair Value Gain/(Loss) on Investment in Equity Instruments Through Other Comprehensive 11.21 1.71
Lease Liabilities 9.77 25.89 Income
Other Non-Current Financial Liabilities 18 13,420.16 12,007.93 Total Other Comprehensive Income 90.50 (2.90)
Provisions 19 579.37 628.39 Total Comprehensive Income for the year 36,368.86 29,060.74
Deferred Tax Liabilities(Net) 20 2,000.77 2,488.40
Other Non-Current Liabilities 21 4,345.84 3,435.91 Earning Per Equity Share (face value of ₹ 2 each) 41
Total Non-Current Liabilities 20,355.91 18,586.52 Basic & Diluted ( In ₹) 51.49 41.25
Current Liabilities
Financial Liabilities Notes forming part of the financial statements 1 to 51
Lease Liabilities 16.11 15.06
Trade Payables 22 As per our report of even date For and on behalf of the Board
Total Outstanding Dues of Micro Enterprises and Small Enterprises 294.87 324.95
Total Outstanding Dues of Creditors Other Than Micro Enterprises and Small 1,224.54 1,119.10
Enterprises For Manubhai & Shah LLP Krishna S. Patel Sudha S. Patel
Other Current Financial Liabilities 23 7,495.08 5,332.89 Chartered Accountants Chairman and Managing Director Non-executive Director
Other Current Liabilities 24 5,596.40 4,371.44 FRN. 106041W/W100136 DIN- 01519572 DIN - 00187055
Provisions 25 57.52 54.24
Current Tax Liabilities (Net) 340.65 -
Total Current Liabilities 15,025.17 11,217.68 Ashish Shah Dipesh R. Singhania Shalini D. Kamath
Partner Chief Financial Officer Company Secretary and
Total Equity and Liabilities 2,65,031.59 2,26,256.55 Membership No : 103750 Compliance Officer
Mumbai, 20 May 2024 Mumbai, 20 May 2024 Mumbai, 20 May 2024
Notes forming part of the financial statements 1 to 51

As per our report of even date For and on behalf of the Board

For Manubhai & Shah LLP Krishna S. Patel Sudha S. Patel

Chartered Accountants Chairman and Managing Director Non-executive Director
FRN. 106041W/W100136 DIN- 01519572 DIN - 00187055

Ashish Shah Dipesh R. Singhania Shalini D. Kamath

Partner Chief Financial Officer Company Secretary and
Membership No : 103750 Compliance Officer
Mumbai, 20 May 2024 Mumbai, 20 May 2024 Mumbai, 20 May 2024

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CIN : L17100MH1946PLC004886 CIN : L17100MH1946PLC004886

CASH FLOW STATEMENT

Corporate Overview
STATEMENT OF CHANGES IN EQUITY
(₹ in lakhs)
A. EQUITY SHARE CAPITAL For the Year
Particulars
(₹ in lakhs) 2023-2024 2022-2023
Balance Changes in Equity Share Capital Restated balance Changes in equity share Balance as at A) Cash Flow from operating activities
as at 01 April 2023 due to prior period errors as at 01 April 2023 capital during the year 31 March 2024
Net Profit before income tax 46,298.55 36,697.03

Statutory Reports
1,409.20 - 1,409.20 - 1,409.20
Add / (Less):
Depreciation and Amortisation expense 5,416.51 3,277.42
Balance Changes in Equity Share Capital Restated balance Changes in equity share Balance as at Interest Income (6,694.81) (3,755.57)
as at 01 April 2022 due to prior period errors as at 01 April 2022 capital during the year 31 March 2023
Brokerage Income (17.41) (21.12)
1,409.20 - 1,409.20 - 1,409.20
Dividend Income (15.23) (15.17)
(Profit) / Loss on Sale of Assets (44.89) 1,614.68
B. OTHER EQUITY

Financial Statements
Finance Cost 1,405.45 1,220.78
(₹ in lakhs) Assets written off - 253.48
Other Comprehensive
Reserves and Surplus
Income
Net (Gain)/Loss Arising On Financial Assets Measured at (3,859.37) (2,546.21)
FVTPL
Preference Total Other
Particulars
Retained Shares General Equity Equity Net (Gain)/Loss Arising On Redemption of Bonds 181.75 144.38
Other items
Earnings Redemption Reserve Instruments Prepaid License Fee Amortised (1,334.28) (988.34)
Reserve
Lease Rental Income 2,299.71 712.95
Balance as at 01 April 2022 (A) 50.00 9.56 1,68,016.69 19.96 - 1,68,096.21
Additions during the year Bad Debts/sundry balance written off 32.83 41.30
Profit for the year 29,063.64 - - - - 29,063.64 Allowance for Doubtful Bad Debts (130.44) 128.74
Items of OCI for the year, net of tax
Provision for Warranty Expenses (2.10) 4.30
Remeasurement of the Defined Benefit Plans (4.61) - - - - (4.61)
Net Fair Value Gain/(Loss) on Investment in Equity - - - 1.71 - 1.71 Sundry Creditors/Liabilities written back (net) (42.05) (2,804.33) (115.54) (43.90)
Instruments Through Other Comprehensive Income Operating profit before change in operating assets and 43,494.22 36,653.13
Total Comprehensive Income for the year 2022-23 (B) 29,059.03 - - 1.71 - 29,060.74 liabilities
Reductions during the year Add / (Less):
Dividend (2,113.80) - - - - (2,113.80)
(Increase)/Decrease in Inventories (182.52) (421.25)
Total (C) (2,113.80) - - - - (2,113.80)
Transfers during the year (Increase)/Decrease in Trade & other receivables 1,146.81 (569.38)
Retained earnings transferred to General reserve (26,945.23) - 26,945.23 - - - (Increase)/Decrease in Other operating assets (2,495.03) (1,522.40)
Total (D) (26,945.23) - 26,945.23 - - -
Increase/(Decrease) in Trade payables 117.41 679.33
Balance as at 31 March 2023 {E = ( A + B + C + D)} 50.00 9.56 1,94,961.92 21.67 - 1,95,043.15
Additions during the year Increase/(Decrease) in Provisions 62.31 95.16
Profit for the year 36,278.36 - - - - 36,278.36 Increase/(Decrease) in Other operating liabilities 5,704.68 4,353.66 2,411.51 672.97
Items of OCI for the year, net of tax Cash generated from operations 47,847.88 37,326.10
Remeasurement of the Defined Benefit Plans 79.29 - - - - 79.29
Add / (Less):
Net Fair Value Gain/(Loss) on Investment in Equity - - - 11.21 - 11.21
Instruments Through Other Comprehensive Income Income Tax paid (Net of refund) (10,296.07) (10,296.07) (7,583.38) (7,583.38)
Total Comprehensive Income for the year 2023-24 (F) 36,357.65 - - 11.21 - 36,368.86 Net Cash generated from operating activities - [A] 37,551.81 29,742.72
Reductions during the year
B) Cash Flow from investing activities
Dividend (3,170.70) - - - - (3,170.70)
Total (G) (3,170.70) - - - - (3,170.70) Purchase of Fixed Assets / Capital work-in-progress / Capital (10,367.70) (1,313.33)
Transfers during the year Advances
Retained earnings transferred to General reserve (33,186.95) - 33,186.95 - - - Purchase of investments (46,273.84) (51,695.33)
Total (H) (33,186.95) - 33,186.95 - - - Proceeds from sale of investments 16,634.25 22,652.11
Balance as at 31 March 2024 {I = (E + F + G + H)} 50.00 9.56 2,28,148.87 32.88 - 2,28,241.31 Interest received 6,694.81 3,755.57
Brokerage Income 17.41 21.12
Notes forming part of the financial statements 1 to 51
Dividend received 15.23 (33,279.86) 15.17 (26,564.69)
As per our report of even date For and on behalf of the Board Net Cash used in investing activities - [B] (33,279.86) (26,564.69)
C) Cash Flow used in financing activities
Finance costs paid (66.54) (237.64)
For Manubhai & Shah LLP Krishna S. Patel Sudha S. Patel
Chartered Accountants Chairman and Managing Director Non-executive Director Increase/(Decrease) in Lease Liability (15.06) (14.07)
FRN. 106041W/W100136 DIN- 01519572 DIN - 00187055 Dividend Paid to Shareholders (3,170.70) (3,252.30) (2,113.80) (2,365.51)
Net Cash used in financing activities - [C] (3,252.30) (2,365.51)
Net Increase / (Decrease) in Cash and Cash Equivalents 1,019.65 812.52
Ashish Shah Dipesh R. Singhania Shalini D. Kamath (A+B+C)
Partner Chief Financial Officer Company Secretary and
Cash and Cash Equivalents at the beginning of the year 1,189.15 376.63
Membership No : 103750 Compliance Officer
Cash and Cash Equivalents at the end of the year 2,208.80 1,189.15
Mumbai, 20 May 2024 Mumbai, 20 May 2024 Mumbai, 20 May 2024

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Nesco | Believe

(₹ in lakhs)
Notes Forming Part of the Financial Statements
Particulars 2023-2024 2022-2023

Corporate Overview
Notes:-
a) The above Cash Flow Statement has been prepared under the Company Background For the purpose of current/non-current classification of
“Indirect Method” as set out in the Indian Accounting Standard assets and liabilities, the Company has ascertained its
(Ind AS- 7) Statement of Cash Flow Nesco Limited (“Nesco” or “the Company”) was incorporated
on 15 April 1946, under the Indian Companies Act VII of 1913. normal operating cycle as twelve months. This is based on
b) Cash and Cash Equivalents comprises of the nature of services and the time between the acquisition
The Company is domiciled in India having registered office
Cash on hand 0.02 1.97 of assets or inventories for processing their realisation in
at Nesco Center, Western Express Highway, Goregaon (East),
Balances with Banks in Current Account 2,208.78 1,187.18 Mumbai 400063 and listed on the Bombay Stock Exchange of cash and cash equivalents.

Statutory Reports
Cash and Cash Equivalents in Cash Flow Statements 2,208.80 1,189.15 India Limited (BSE) and the National Stock Exchange of India
Limited (NSE). c) Functional and Presentation Currency:
The Financial Statements are presented in Indian rupees
Notes forming part of the financial statements 1 to 51 The Company is mainly engaged in the following:
which is the functional currency for the Company. Foreign
As per our report of even date For and on behalf of the Board i) Licencing premises in IT park buildings and providing currency transactions are translated into the functional
related services. currency using the exchange rates at the dates of the

Financial Statements
ii) Licencing premises for exhibitions and providing services transactions. Foreign exchange gains and losses resulting
For Manubhai & Shah LLP Krishna S. Patel Sudha S. Patel
to the organisers. from the settlement of such transactions are recognised
Chartered Accountants Chairman and Managing Director Non-executive Director
FRN. 106041W/W100136 DIN- 01519572 DIN - 00187055 iii) Manufacturing of machines and capital equipment. in profit or loss. Foreign exchange gains and losses are
presented in the statement of profit and loss on a net basis.
iv) Hospitality and catering services.
Ashish Shah Dipesh R. Singhania Shalini D. Kamath
Note 1 - Basis of Preparation of Financial d) Rounding of Amounts:
Partner Chief Financial Officer Company Secretary and
Statements All amounts disclosed in the financial statements and
Membership No : 103750 Compliance Officer
notes have been rounded off to the nearest lakhs as per
Mumbai, 20 May 2024 Mumbai, 20 May 2024 Mumbai, 20 May 2024
a) Compliance with Ind AS: the requirement of schedule III, unless otherwise stated.
These Financial Statements have been prepared in
compliance with Indian Accounting Standards (Ind-AS) Note 2- Material Accounting Policies
notified under Section 133 of the Companies Act 2013 (The
Act), read together with the Companies (Indian Accounting a) Property, Plant and Equipment:
Standards) Rules, 2015 (as amended). Freehold land is carried at historical cost. All other items of
property, plant and equipment are carried at the historical
These Financial Statements have been prepared and
cost, less accumulated depreciation, and accumulated
presented under the historical cost convention, on the
impairment losses, if any. The cost of Property, Plant and
accrual basis of the accounting except for certain financial
Equipment comprises of its purchase price, including
assets and financial liabilities that are measured at fair
import duties and other non-refundable taxes or levies and
values at the end of each reporting period, as stated in
any directly attributable cost of bringing the asset to its
the accounting policies set out below. The accounting
working condition for its intended use.
policies have been applied consistently over all the periods
presented in these financial statements. Subsequent recognition is done in assets carrying amount
or as a separate asset only when it is probable that future
b) Current / Non-Current Classification: economic benefits associated with the item will flow to the
Any asset or liability is classified as current if it satisfies any entity and the cost of the item can be measured reliably.
of the following conditions: - Profit or Loss on disposal of Property, Plant and Equipment
i) The asset / liability is expected to be realised / settled is recognised in the Statement of Profit and Loss. All other
in the Company’s normal operating cycle. repairs and maintenance expenses are charged to profit or
ii) The asset is intended for sale or consumption. loss during the reporting period in which they are incurred.
iii) The asset/liability is held primarily for the purpose Expenses incurred on property, plant and equipment, net
of trading. of income earned during the under-development stage
iv) The asset/liability is expected to be realised / settled prior to its intended use, are disclosed under Capital Work-
within twelve months after the reporting period. in-progress.
v) The asset is cash or cash equivalent unless it is
restricted from being exchanged or used to settle b) Investment Property:
a liability for at least twelve months after the
Investment properties are properties that are held to earn
reporting cycle.
rentals and /or for capital appreciation and not occupied
vi) In the case of a liability, the Company does not have by the Company for its own use. Investment properties
an unconditional right to defer settlement of a liability are measured initially at cost, including transaction costs
for at least twelve months after the reporting cycle. and net of recoverable taxes. The cost includes the cost of
replacing parts and borrowing costs if recognition criteria
All other assets and liabilities are classified as non-current.
are met. When significant parts of the investment property
are required to be replaced at intervals, the Company
depreciates them separately based on their specific useful

106 Annual Report 2023-24 Annual Report 2023-24 107

Nesco | Believe

Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
lives. All other repair and maintenance costs are recognised that it is unlikely that significant changes to the plan to sell h) Financial Instruments: (losses). Interest income from these financial assets is
in profit or loss as incurred. Subsequent to initial will be made or that the decision to sell will be withdrawn. A financial instrument is any contract that gives rise to a included in other income using the Effective Interest
recognition, investment properties are stated at cost less Also, such assets are classified as held for sale only if the financial asset of one entity and a financial liability or Rate (EIR) method.
accumulated depreciation and accumulated impairment management expects to complete the sale within one year equity instrument of another entity. (v) Financial Assets measured at fair value through
loss, if any. from the date of classification.
profit or loss (FVTPL):
1. Investments and other Financial Assets:
Investment properties are derecognised either when they Non-current assets classified as held for sale are measured

Statutory Reports
Assets that do not meet the criteria for amortised cost
have been disposed of or when they are being occupied by at the lower of their carrying amount and the fair value (i) Classification:
or FVTOCI are measured initially as well as at each
the Company for its own use or when they are permanently less cost to sell. Non-current assets are not depreciated The Company classifies its financial assets in following reporting date at fair value through profit or loss as
withdrawn from use and no future economic benefit is or amortised. measurement categories: other income. Income from these financial assets is
expected from their disposal. The difference between included in other income.
• those to be measured subsequently at fair value
the net disposal proceeds and the carrying amount of the e) Intangible assets:
(either through other comprehensive income, or (vi) Investment in Subsidiary and Associates:
asset is recognised in profit or loss in the period of de- Intangible Assets are stated at cost of acquisition less through profit or loss), and

Financial Statements
recognition. accumulated amortisation and accumulated impairment, Investment in equity instruments of Subsidiaries and
if any. Amortisation is done over their estimated useful life • those measured at amortised cost. Associates are measured at cost in accordance with
c) Depreciation methods, estimated useful lives on straight line basis from the date that they are available the option available in Ind AS 27, “Separate Financial
The classification depends on entity’s business model
and residual value: for intended use, subjected to impairment test. Purchase Statements”.
for managing financial assets and the contractual
Depreciation on Property, Plant and Equipment and cost and consultancy fees for major software are amortised terms of cash flow. Investment in subsidiary and associate companies are
Investment Property is provided using the Straight-Line over the useful life of the software. Software, which is not reviewed for impairment, whenever events or changes
Method based on the useful life of the assets as estimated an integral part of the related hardware is classified as an (ii) Initial recognition and measurement:
in circumstances indicate that carrying amount may
by the management and is charged to the Statement of intangible asset and is amortised over the useful life of At initial recognition, the Company measures a not be recoverable. Such circumstances include,
Profit and Loss as per the requirement of Schedule II of 6 years. financial asset at fair value, plus in case of a financial though are not limited to, significant or sustained
the Companies Act, 2013. The estimate of the useful life asset not at fair value through profit and loss, decline in revenues or earnings and material adverse
of the assets has been assessed based on technical advice f) Impairment of Assets: transaction costs that are directly attributable to the changes in economic environment.
which considered the nature of the asset, the usage of At each balance sheet date, the Company’s carrying acquisition of the financial asset. Transactions costs of
the asset, expected physical wear and tear, the operating financial assets carried at fair value through profit and (vii) Investment in Equity Instruments:
amount of assets are reviewed to determine whether
conditions of the asset, anticipated technological changes, there is any indication of impairment. An impairment loss loss are expensed in profit or loss. Equity instruments which are held for trading are
manufacturers warranties and maintenance support, etc. is recognised for the amount by which the asset’s carrying classified as at FVTPL. All other equity instruments are
(iii) Financial Assets measured at amortised cost:
The estimated useful life of Property, Plant and Equipment amount exceeds its recoverable amount. The recoverable classified as FVTOCI.
is mentioned below: Financial assets are measured at amortised cost
amount is the higher of an asset’s fair value less cost of Fair value changes in case of the equity instruments
when asset is held within a business model, whose
Asset Class Years
disposal and value in use. If any such impairment exists, the classified as FVTOCI are recognised in the Other
objective is to hold assets for collecting contractual
recoverable amount of an asset is estimated to determine Comprehensive Income. There is no subsequent
Factory Buildings 30 cash flows and contractual terms of the asset give
the extent of impairment, if any. reclassification of gains and losses from Other
Buildings (other than Factory Buildings) 60 rise on specified dates to cash flows that are solely
payments of principal and interest. Such financial Comprehensive Income to profit or loss.
Plant and Equipment 15 g) Inventories:
Electrical Installations 10 assets are subsequently measured at amortised cost Changes in the fair value of financial assets at fair value
Raw materials, work-in-progress, stores and spares and using the Effective Interest Rate (EIR) method. A gain
Patterns and Mouldings 8 through profit or loss are recognised in other gains /
finished goods are valued at the lower of cost or net or loss on such an instrument is recognised in profit (losses) in the statement of profit and loss. Dividend
Kitchen Equipment 5 realizable value. However, materials and other items held or loss. Interest income from these financial assets is from such investments is recognised in profit and
Furniture and Fixtures and Office equipment: - for use in production of inventories are not written down included in other income using Effective Interest Rate loss as other income when the Company’s right to
- Office furniture 10 below cost if the finished goods in which they will be (EIR) method. The losses arising from impairment are receive payments is established. Impairment loss (and
- Computers 3 incorporated are expected to be sold at or above cost. The recognised in the Statement of Profit and Loss. reversal of impairment loss) on equity instruments
- Office equipment 5 comparison of cost and net realizable value is made on an
(iv) Financial Assets measured at fair value through measured at FVTOCI are not accounted separately
item-by item basis.
Vehicles 10 other comprehensive income (FVTOCI): from other changes in fair value.
In determining the cost of raw materials, packing material
Freehold land is not depreciated. Leasehold land and Assets that are held for collection of contractual (viii) Investment in Debt Instruments:
and stores and spares, weighted average method is used.
Leasehold improvements are amortised over the period of cash flows and for selling the financial assets, where A debt instrument is measured at amortised cost or
the lease. Depreciation Methods, useful lives and residual Cost of work-in-progress and finished goods comprises represent solely payments of principal and interest, at FVTPL. Any debt instrument, which does not meet
values are reviewed at each financial year-end and adjusted direct materials, direct labour, and an appropriate share of are measured at fair value initially as well as at each the criteria for categorisation as at amortised cost or
if appropriate. manufacturing overheads. reporting date through other comprehensive income. as FVTOCI, is classified as at FVTPL. Debt instruments
Fair value movements in the carrying amount are included within the FVTPL category are measured at
Cost of Inventories comprises of costs of purchase, cost of
d) Non-Current Assets held for sale: recognised in the other comprehensive income, fair value with all changes recognised in the Statement
conversion, duties, and taxes (other than those refundable),
The Company classifies non-current assets as held for sale except for the recognition of impairment of gains and of Profit and Loss.
inward freight and all other costs incurred in bringing them
if their carrying amounts will be recovered principally losses, interest revenue and foreign exchange gain or
to their respective present location and condition. (ix) Impairment of Financial Assets:
through a sale rather than through continuing use of the loss which are recognised in profit and loss. When the
assets and actions required to complete such sale indicate Net realisable value is the estimated selling price in the financial asset is derecognised, the cumulative gain or The Company recognises loss allowances using the
ordinary course of business less the estimated costs of loss previously recognised in OCI is reclassified from Expected Credit Loss (ECL) model for the financial
completion and the estimated costs necessary to make equity to profit or loss and recognised in other gains / assets which are not fair valued through profit or
the sale.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
loss. Loss allowance for trade receivables with no 2. Financial Liabilities: consistently with profit or loss in the financial statements. 5. Interest income is recognised using Effective Interest
significant financing component is measured at an i) Classification: The Operating segments have been identified on the basis Rate (EIR) method and dividend income is recognised
amount equal to lifetime ECL. For all other financial of the nature of products / services. when the right to receive the payment is established.
The Company classifies all financial liabilities as
assets, expected credit losses are measured at an 1. Segment revenue includes sales and other income
subsequently measured at amortised cost, except for
amount equal to the 12-month ECL, unless there has directly identifiable with/ allocable to the segment l) Income tax:
financial liabilities at fair value through profit or loss.
been a significant increase in credit risk from initial including inter-segment revenue. Income tax expense comprises current tax and deferred

Statutory Reports
recognition in which case those are measured at ii) Initial recognition and measurement: tax. It is recognised in statement of profit and loss except
2. Expenses that are directly identifiable with/ or
lifetime ECL. The amount of expected credit losses (or All financial liabilities that are classified as to be to the extent that it relates to a business combination,
allocable to segments are considered for determining
reversal) that is required to adjust the loss allowance subsequently measured not at Fair value through Profit or items recognised directly in equity or in other
the segment result. Expenses which relate the
at the reporting date to the amount that is required to and Loss (FVTPL), are recognised initially at fair value, comprehensive income.
Company as a whole and not allocable to segments
be recognised is recognised as an impairment gain or being transaction price net of directly attributable are included in un-allocable expenditure.
loss in profit or loss. transaction costs. Financial liabilities include trade 1. Current tax:
3. Income which relates to the Company as a whole

Financial Statements
(x) De-recognition of Financial Assets: and other payables, security deposits etc. Current tax comprises of the expected tax payable or
and not allocable to segments is included in un-
receivable on the taxable income or loss for the year
A financial asset is primarily derecognised when iii) Subsequent measurement: allocable income.
and any adjustment to the tax payable or receivable
the rights to receive cash flows from the asset have All Financial liabilities are subsequently measured at 4. Segment assets and liabilities include those directly in respect of the previous years. It is measured using
expired or the Company has transferred its rights to amortised cost using the Effective Interest Rate (EIR) identifiable with the respective segments. Un- tax rates enacted or substantively enacted at the
receive cash flows from the asset. method. The EIR amortisation is included as finance allocable assets and liabilities represent the assets reporting date.
A financial asset is derecognised only when the costs in the statement of profit and loss. and liabilities that relate to the Company as a whole
and not allocable to any segment. Current tax assets and liabilities are offset only if,
Company – iv) De-recognition of Financial Liabilities: the Company:
• has transferred the right to receive cash flows A financial liability is derecognised when the Operating segments are reported in a manner consistent
• has a legally enforceable right to set off the
from the financial asset or obligation under the liability is discharged or with the internal reporting provided to the Chief Operating
recognised amounts; and
cancelled or expires. Decision Maker.
• retains contractual rights to receive the cash • Intends either to settle on a net basis, or to realise
flows of the financial asset, but assumes 3. Offsetting Financial Instruments: k) Revenue Recognition: the asset and settle the liability simultaneously.
contractual obligation to pay the cash flows to
Financial assets and liabilities are offset, and the net Revenue is measured at the fair value of the consideration 2. Deferred tax:
one or more recipients or
amount is reported in the balance sheet where there is a received or receivable. The Company recognises revenue
Deferred tax is recognised for the future tax
• does not retain the control of the financial legally enforceable right to offset the recognised amounts when the amount of revenue can be reliably measured, it
consequences of deductible temporary differences
asset or and there is an intention to settle on a net basis or realise is probable that future economic benefits will flow to the
between the carrying values of assets and liabilities and
the asset and settle the liability simultaneously. entity and specific criteria have been met for each of the
• does not have continuing involvement in the their respective tax bases at the reporting date, using
Company’s activities as described below.
financial asset. the tax rates and laws that are enacted or substantively
i) Provisions and Contingencies:
Recognition of revenue from major business enacted as on reporting date. Deferred tax assets are
When the Company has transferred an asset, the A provision is recognised, if as a result of a past event the
activities: recognised to the extent that it is probable that future
Company evaluates whether it has transferred Company has a present legal or constructive obligation taxable income will be available against which the
substantially all risks and rewards of ownership that can be estimated reliably, and it is probable that an 1. Revenue from Industrial Capital Goods Division
deductible temporary differences, unused tax losses
of financial assets. In such cases, financial asset is outflow of economic benefits will be required to settle the operations includes sale of manufactured machines
and credits can be utilised. Deferred tax relating to
derecognised. When the entity has not transferred obligation. Provisions are measured at the present value of and capital equipment, engineering fees, services,
items recognised in other comprehensive income
substantially all risks and rewards of ownership of the management’s best estimate of the expenditure required and other charges. Revenue from sale of goods is
and directly in equity is recognised in correlation to
financial asset, the financial asset is not derecognised. to settle the present obligation at the end of the reporting recognised when all the control on the goods have
the underlying transaction.
period. The discount rate used to determine the present value been transferred to the buyer as per the terms of
(xi) Income recognition: is the pre-tax rate that reflects current market assessments of the contracts and no significant uncertainty exists Deferred tax assets and liabilities are offset only if:
Interest income from debt instruments is recognised the time value of money and the risks specific to the liability. regarding the amount of consideration that will be • Entity has a legally enforceable right to set
using effective interest rate method. The effective derived from the sale of goods. off current tax assets against current tax
Contingent Liabilities are not recognised but are disclosed
interest rate is the rate that exactly discounts 2. Revenue from Bombay Exhibition Center operations liabilities; and
in the notes. Contingent Assets are not recognised but
estimated future cash receipts through the expected includes income from renting of halls for exhibitions, • Deferred tax assets and the deferred tax
disclosed in the Financial Statements when economic
life of the financial asset to the gross carrying amount events and providing other related services to the liabilities relate to the income taxes levied by the
inflow is probable.
of a financial asset. When computing effective organisers. Revenue from such renting activity and same taxation authority.
interest rate, the Company estimates the expected the related services is recognised in the accounting
j) Segment Reporting:
cash flows by considering all the contractual terms of period in which the event occurs. m) Cash and cash equivalents:
the financial instruments. Operating segments have been identified on the basis of
3. Revenue from IT Park operations includes income of Cash and cash equivalents include cash on hand, Balances
the nature of business activities from which the Company
Dividends are recognised in profit and loss only renting of office space in IT park and providing related with Banks, other short term, highly liquid investments
earns revenues or incurs expenses and for which discrete
when the right to receive payment is established, it services to IT /ITES companies. with original maturities of three months or less that are
financial information is available. The Management
is probable that the economic benefits associated monitors the operating results of its business segments for 4. Revenue from Nesco foods includes catering at readily convertible to known amounts of cash and which
with the dividend will flow to the Company, and the the purpose of making decisions about resource allocation the Social/Corporate Events, running food court are subject to an insignificant risk of changes in value
amount of dividend can be measured reliably. and performance assessment. Segment performance at exhibition centre and operations at restaurants. and bank overdrafts. Bank overdrafts are shown within
is evaluated based on profit or loss and is measured Revenue from such activity is recognised in the borrowings in current liabilities in the balance sheet.
accounting period in which services are rendered.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
n) Trade Receivables: substantially all of the risks and rewards incidental to The defined benefit obligations recognised in the This note provides an overview of the areas that involved a
Trade receivables are non-interest bearing and receivable ownership of the underlying asset. If this is the case, then Balance Sheet represent the present value of the higher degree of judgement or complexity and of items which
in normal operating cycle. Trade receivables are recognised the lease is a finance lease; if not, then it is an operating defined benefit obligations. are more likely to be materially adjusted due to estimates and
initially at fair value (that is transaction price on initial lease. As part of this assessment, the Company considers assumptions turning out to be different than those originally
All expenses represented by current service cost,
recognition) and subsequently measured at amortised certain indicators such as whether the lease is for a major assessed. Detailed information about each of these estimates
past service cost, if any, and net interest on the
cost using effective interest method, less provision part of the economic life of the asset. When the Company and judgements is included in relevant notes together with
defined benefit liability / (asset) are recognised in the

Statutory Reports
for impairment. is an intermediate lessor, it accounts for its interests in the information about the basis of calculation for each affected line
Statement of Profit and Loss. Re-measurements of
head lease and the sub-lease separately. It assesses the lease item in the financial statements.
the net defined benefit liability / (asset) comprising
o) Leases classification of a sub-lease with reference to the right-of-
actuarial gains and losses are recognised in Other
use asset arising from the head lease, not with reference to Critical accounting estimates and assumptions
The Company’s lease asset classes primarily consist of Comprehensive Income. Such re-measurements are
the underlying asset. If a head lease is a short-term lease The key assumptions concerning the future and other key
license for land for office premises. The Company, at the not reclassified to the Statement of Profit and Loss in
to which the Company applies the exemption described sources of estimation uncertainty at the reporting date, that have
inception of a contract, assesses whether the contract is a the subsequent periods.
above, then it classifies the sub-lease as an operating lease.

Financial Statements
lease or not lease. A contract is, or contains, a lease if the a significant risk of causing a material adjustment to the carrying
The Company recognises lease payments received under The Company presents the above liability/(asset) as amounts of assets and liabilities within the next financial year,
contract conveys the right to control the use of an identified
operating leases as income on a straight-line basis over the current and non-current in the Balance Sheet as per are described below:
asset for a time in exchange for a consideration. This policy
lease term as part of ‘Revenue From Operation’. actuarial valuation by the independent actuary.
has been applied to contracts existing and entered into on
a) Income Taxes:
or after 01 April 2020. ii) Defined contribution plans such as provident
p) Earnings Per Share: The Company’s tax jurisdiction is India. Significant
fund:
The Company recognises a right-of-use asset and a Basic Earnings per share is calculated by dividing: judgements are involved in estimating budgeted profits
lease liability at the lease commencement date. The The Company pays provident fund contributions
• the profit attributable to owners of the Company. for the purpose of paying advance tax, determining the
right-of-use asset is initially measured at cost, which to publicly administered provident funds as per
provision for income taxes, including amount expected to
comprises the initial amount of the lease liability adjusted for • by the weighted average number of equity shares local regulations. The Company has no further
be paid/recovered for uncertain tax positions.
any lease payments made at or before the commencement outstanding during the financial year. payment obligations once the contributions have
date, plus any initial direct costs incurred and an estimate been paid. The contributions are accounted for as b) Property, Plant and Equipment and Investment
of costs to dismantle and remove the underlying asset or q) Employee Benefits: defined contribution plans and the contributions are Property:
to restore the underlying asset or the site on which it is recognised as employee benefit expenses when they
1. Short term obligations: Property, Plant and Equipment and Investment Property
located, less any lease incentives received. are due. Prepaid contributions are recognised as an
All employee benefits payable wholly within twelve represent a significant proportion of the asset base of the
asset to the extent that a cash refund or a reduction
The right-of-use asset is subsequently depreciated using months of rendering the service are classified as short-term Company. The charge in respect of periodic depreciation
in the future payments is available.
the straight-line method from the commencement date to employee benefits and they are recognised in the period is derived after determining an estimate of an asset’s
the end of the lease term. in which the employee renders the related service. The expected useful life and the expected residual value at
r) Proposed Dividend:
Company recognises the undiscounted amount of short- the end of its life. The useful lives and residual values of
The lease liability is initially measured at the present The final dividend recommended by the Board of Directors Company’s assets are determined by the management at
term employee benefits expected to be paid in exchange
value of the lease payments that are not paid at the is accounted in the financial year in which it is approved by the time the asset is acquired and reviewed periodically,
for services rendered as a liability (accrued expense) after
commencement date, discounted using the Company’s the shareholders in the Annual General Meeting. including at each financial year end. The lives are based
deducting any amount already paid.
incremental borrowing rate. It is remeasured when there is on historical experience with similar assets as well as
a change in future lease payments arising from a change 2. Other long term employee obligations: s) Recent Accounting pronouncements: anticipation of future events, which may impact their life,
in an index or rate, if there is a change in the Company’s The accounting policies adopted in the preparation of the such as changes in technical or commercial obsolescence
Entitlements to annual leave are recognised when they
estimate of the amount expected to be payable under financial statements are consistent with those followed arising from changes or improvements in production or
accrue to employees. Annual leave can either be availed or
a residual value guarantee, or if the Company changes in the preparation of the Company’s annual financial from a change in market demand of the product or service
encashed at the time of separation or retirement subject
its assessment of whether it will exercise a purchase, statements for the year ended March 31 2023. Ministry output of the asset.
to a restriction on the maximum number of 42 days of
extension or termination option. When the lease liability of Corporate Affairs (“MCA”) notifies new standards or
accumulation of leave. The Company determines the
is remeasured in this way, a corresponding adjustment is amendments to the existing standards under Companies c) Defined Benefit Obligation:
liability for such accumulated leaves using the Projected
made to the carrying amount of the right-of-use asset or is (Indian Accounting Standards) Rules as issued from time The costs of providing other post-employment benefits are
Unit Credit method with actuarial valuations being carried
recorded in profit or loss if the carrying amount of the right to time. For the year ended March 31 2024, MCA has not charged to the Statement of Profit and Loss in accordance
out at each Balance Sheet date.
of-use asset has been reduced to zero. notified any new standards or amendments to the existing with Ind AS 19 ‘Employee benefits’ over the period during
The Company has elected not to recognise right-of-use 3. Post-employment obligations: standards applicable to the Company. which benefit is derived from the employees’ services.
assets and lease liabilities for short-term leases that have The Company operates the following post- The costs are assessed since assumptions selected by the
a lease term of 12 months or less and leases of low-value employment schemes. Note 3- Key Accounting Estimates and management. These assumptions include salary escalation
assets (assets of less than H1,00,000 in value). The Company rate, discount rates, expected rate of return on assets and
i) Defined benefit plans (gratuity): Judgements:
recognises the lease payments associated with these leases mortality rates.
The Company has unfunded defined benefit gratuity The preparation of the Company’s financial statements
as an expense over the lease term.
plan for employees. requires the management to make judgements, estimates and d) Fair value measurement of Financial Instruments:
Leases as lessor assumptions that affect the reported amounts of revenues, When the fair values of financials assets and financial
Recognition and measurement of Defined expenses, assets and liabilities, and the accompanying
When the Company acts as a lessor, it determines at liabilities recorded in the Balance Sheet cannot be
Benefit plans: disclosures, and the disclosure of contingent liabilities.
lease inception whether each lease is a finance lease or measured based on quoted prices in active markets,
The cost of providing defined benefits is determined Uncertainty about these assumptions and estimates could result their fair value is measured using valuation techniques,
an operating lease. To classify each lease, the Company
using the Projected Unit Credit method with actuarial in outcomes that require a material adjustment to the carrying including the discounted cash flow model, which involve
makes an overall assessment of whether the lease transfers
valuations being carried out at each reporting date. amount of assets or liabilities affected in future periods. various judgements and assumptions.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 4 - Property, Plant and Equipment a) CWIP Ageing Schedule as at 31 March 2024
(₹ in lakhs)
Changes in carrying value of Property, Plant and Equipment for the year ended 31 March 2024
Amount in CWIP for a period of
(₹ in lakhs) Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Furniture, Projects in progress 7,761.58 303.28 7,354.00 796.55 16,215.41
Right-of-use
Freehold Freehold Plant and Electrical fixture
Particulars - Leasehold Vehicles Total Projects temporarily suspended - - - - -
land building machinery Installations & office
Land* Total 7,761.58 303.28 7,354.00 796.55 16,215.41

Statutory Reports
equipment
Opening gross carrying amount 638.23 68.17 12,140.85 4,717.40 1,417.94 1,160.95 232.78 20,376.32
Additions - - 55.59 85.90 19.88 301.65 6.65 469.67
b) CWIP Ageing Schedule as at 31 March 2023
(₹ in lakhs)
Deductions / Adjustments - - - (5.32) (14.10) (50.83) - (70.25)
Amount in CWIP for a period of
Closing gross carrying amount (A) 638.23 68.17 12,196.44 4,797.98 1,423.72 1,411.77 239.43 20,775.74 Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Opening accumulated depreciation - 29.74 1,696.20 2,093.31 795.78 689.80 116.54 5,421.37 Projects in progress 376.43 7,354.00 675.94 120.61 8,526.98

Financial Statements
Depreciation during the year - 14.87 2,891.53 298.66 135.59 121.37 21.36 3,483.38 Projects temporarily suspended - - - - -
Deductions / Adjustments - - - (3.00) (12.40) (44.68) - (60.08) Total 376.43 7,354.00 675.94 120.61 8,526.98
Closing accumulated depreciation - 44.61 4,587.73 2,388.97 918.97 766.49 137.90 8,844.67
and impairment (B)
CWIP as at 31 March 2024 includes ₹ 7,904.40 lakhs shown under more than 2 years towards ongoing project of construction of
Tower 2 in IT Park division which is under statutory approval stage from the MCGM.
Net carrying amount (A-B) 638.23 23.56 7,608.71 2,409.01 504.75 645.28 101.53 11,931.07
There are no projects whose completion is overdue or has exceeded the cost compared to its original budget as on 31 March
* Leave and License Agreement is duly executed in favour of the Company.
2024 & 31 March 2023.

Changes in carrying value of Property, Plant and Equipment for the year ended 31 March 2023
(₹ in lakhs) Note 5 - Investment Property
Furniture,
Freehold
Right-of-use
Freehold Plant and Electrical fixture Changes in carrying value of Investment property for the year ended 31 March 2024
Particulars - Leasehold Vehicles Total
land building machinery Installations & office
Land* (₹ in lakhs)
equipment
Furniture,
Opening gross carrying amount 638.23 68.17 13,861.25 4,395.49 1,352.71 840.81 364.66 21,521.31 Freehold Plant and Electrical fixture
Particulars Total
Additions - - 38.96 361.99 65.23 335.22 - 801.40 building machinery Installations & office
equipment
Deductions / Adjustments - - (1,759.36) (40.08) - (15.08) (131.88) (1,946.39)
Opening gross carrying amount 63,417.98 3,595.66 5,344.95 1,442.76 73,801.35
Closing gross carrying amount (A) 638.23 68.17 12,140.85 4,717.40 1,417.94 1,160.95 232.78 20,376.32
Additions 1.89 81.72 7.50 119.35 210.46
Opening accumulated depreciation - 14.87 994.72 1,857.53 664.44 625.12 195.28 4,351.96
Deductions / Adjustments - (9.29) (19.43) (5.26) (33.98)
Depreciation during the year - 14.87 773.98 254.90 131.34 77.15 25.11 1,277.35
Closing gross carrying amount (A) 63,419.87 3,668.09 5,333.02 1,556.85 73,977.83
Deductions / Adjustments - - (72.50) (19.12) - (12.47) (103.85) (207.94)
Opening accumulated depreciation 4,619.34 1,261.90 2,272.76 352.21 8,506.21
Closing accumulated depreciation - 29.74 1,696.20 2,093.31 795.78 689.80 116.54 5,421.37
and impairment (B) Depreciation during the year 1,025.83 249.35 454.84 147.05 1,877.07

Net carrying amount (A-B) 638.23 38.43 10,444.65 2,624.09 622.16 471.15 116.24 14,954.95 Deductions / Adjustments - (5.45) (18.16) (5.00) (28.61)
Closing accumulated depreciation and impairment (B) 5,645.17 1,505.80 2,709.44 494.26 10,354.67
* Leave and License Agreement is duly executed in favour of the Company. Net carrying amount (A-B) 57,774.70 2,162.29 2,623.58 1,062.59 63,623.16
Title deeds of all immovable properties are in the name of the Company.

Changes in carrying value of Investment property for the year ended 31 March 2023
Note 4a - Capital Work-in-Progress (₹ in lakhs)
(₹ in lakhs)
Furniture,
Property, Plant & Equipment Investment Property Total Freehold Plant and Electrical fixture
Particulars Total
building machinery Installations & office
Particulars As at 31 March As at 31 March As at 31 March equipment
2024 2023 2024 2023 2024 2023
Opening gross carrying amount 63,368.14 3,549.12 5,308.63 1,648.28 73,874.17
Plant and machinery - - - 70.67 - 70.67
Additions 49.84 46.54 38.87 105.06 240.31
Freehold building 8,247.41 752.38 7,905.78 7,701.45 16,153.19 8,453.83
Deductions / Adjustments - - (2.55) (310.58) (313.13)
Electrical Installations 34.88 - - - 34.88 -
Closing gross carrying amount (A) 63,417.98 3,595.66 5,344.95 1,442.77 73,801.35
Furniture, fixture & office equipment 27.34 2.48 - - 27.34 2.48
Opening accumulated depreciation 3,594.16 1,007.81 1,800.56 203.95 6,606.47
Total 8,309.63 754.86 7,905.78 7,772.12 16,215.41 8,526.98
Depreciation during the year 1,025.18 254.09 472.36 200.53 1,952.16
Deductions / Adjustments - - (0.16) (52.26) (52.42)
Closing accumulated depreciation and impairment (B) 4,619.34 1,261.90 2,272.76 352.21 8,506.21
Net carrying amount (A-B) 58,798.64 2,333.76 3,072.19 1,090.55 65,295.14

Title deeds of all immovable properties are in the name of the Company.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note:- Note 7 - Investments
(₹ in lakhs)
The fair value of freehold building as at 31 March 2024 is ₹ 3,66,218.00 lakhs ( Previous year ₹ 3,66,218.00 Lakhs) which is based on
As at 31 March
Stamp Duty Ready Reckoner published by Government of Maharashtra. Particulars
2024 2023
The Company has no restrictions on the realisability of its investment properties. Investments - Non-Current
Unquoted

Statutory Reports
The amount recognised in the Statement of Profit and Loss :- Investment in Equity Instruments - Subsidiary measured at cost* - 1.00
(₹ in lakhs) Other Investment measured at cost 2.03 1.03
Particulars Amount Less:- Provision for Diminution in value of Investments (1.03) 1.00 (1.03) -
1) Total Income from Investment Property 31,832.30 Total (A) 1.00 1.00
2) Direct operating expenses (including repairs and maintenance) arising from investment property that generated total 7,277.15 Quoted
income during the period Investment carried at fair value through OCI

Financial Statements
3) Direct operating expenses (including repairs and maintenance) arising from investment property that did not generated - Fully paid equity shares 32.80 21.66
total income during the period Total (B) 32.80 21.66
Investment in Mutual Funds carried at fair value through profit and
loss
Note 6 - Other Intangible Assets
Fixed Maturity Plans 936.25 869.81
Changes in carrying value of Other Intangible Assets for the year ended 31 March 2024 Equity Funds & Debt Funds # 10,004.84 9,000.14
(₹ in lakhs) Dynamic Asset Allocation Fund - 211.91
As at 31 March Total (C) 10,941.09 10,081.86
Particulars
2024 2023 Investment carried at amortised cost
Opening gross carrying amount 310.25 310.01 Non Convertible Debentures and Bonds 1,05,231.41 66,444.48
Additions 54.14 0.24 Preference Shares 200.00 200.00
Deductions / Adjustments - -
Total (D) 1,05,431.41 66,644.48
Closing gross carrying amount(A) 364.39 310.25
Opening accumulated depreciation 153.51 105.60
Total Non Current Investments (A+B+C+D) 1,16,406.30 76,749.00
Depreciation during the year 56.06 47.91
Deductions / Adjustments - - Total aggregate amount of quoted and unquoted Investment at cost 1,15,369.56 76,481.65
Closing accumulated depreciation and impairment (B) 209.57 153.51 Aggregate amount of impairment in value of Investments 1.03 1.03
Net carrying amount (A-B) 154.82 156.74 (₹ in lakhs)
As at 31 March
Particulars
Note 6a - Intangible Assets under Development: 2024 2023
(₹ in lakhs) Investments - Current
As at 31 March Investment in Mutual Funds carried at fair value through profit and loss
Particulars
2024 2023 Debt Funds 893.72 13,122.40
Software - 38.02 Short Term Debt Funds 867.14 8,201.78
Total - 38.02 Floating rate Debt Funds 2,325.68 4,084.83
Balanced Funds 7,742.79 806.15
Intangible assets under development ageing schedule as at 31 March 2024 Equity Funds 4,616.55 1,329.33
(₹ in lakhs) Dynamic Asset Allocation Fund 971.78 550.78
Amount in CWIP for a period of Liquid Funds - 2,158.43
Particulars Total
Less than 1 year 1- 2 years 2-3 years More than 3 years
Debt funds - ultra short term bond funds 14,888.70 9,097.23
Projects in progress - - - - - Total (A) 32,306.36 39,350.93
Investment carried at amortised cost
Intangible assets under development ageing schedule as at 31 March 2023
Non-Convertible Debentures and Bonds 715.70 -
(₹ in lakhs)
Total (B) 715.70 -
Amount in CWIP for a period of
Particulars Total
Less than 1 year 1- 2 years 2-3 years More than 3 years
Total Current Investments (A+B) 33,022.06 39,350.93
Projects in progress 8.59 2.04 2.40 24.99 38.02
Total aggregate amount of Quoted and Unquoted Investment at Cost 26,247.27 32,791.57
Aggregate amount of impairment in value of investments - -

* The wholly owned subsidiary namely, Nesco Foundation for Innovation and Development (NFID) has gone under voluntary liquidation w.e.f. 20 October
2023. Hence the same has been classified under other investment as on 31 March 2024.
# Domestic Bank Guarantee given by bank on Company’s behalf ₹ 583.33 lakhs (Previous year ₹ 706.98 lakhs) is secured by lien of Mutual Fund (Investments
in Debt Funds -Index Fund ) of value ₹ 1,346 lakhs (Previous year ₹ 1,093.77 lakhs).

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 8-Other Non Current Financial Assets (₹ in lakhs) Trade Receivables ageing schedule for the year ended 31 March 2024
As at 31 March (₹ in lakhs)
Particulars
2024 2023 Outstanding for following periods from due date of payment
Security Deposits (Unsecured, Considered Good) 445.07 447.29 Particulars Not Due Less than 6 6 months - 1 More than 3 Total
1 - 2 Years 2 - 3 Years
months year Years
Lease Rental Receivables 4,640.26 5,095.37
5,085.33 5,542.66 (i) Undisputed Trade receivables – 130.29 1,008.93 42.78 27.40 - 3.64 1,213.04

Statutory Reports
considered good
(ii) Undisputed Trade Receivables – which - - - - - - -
Note 9-Non Current Tax Assets(Net) (₹ in lakhs) have significant increase in credit risk
As at 31 March (iii) Undisputed Trade Receivables – credit - 6.17 5.93 14.03 11.05 11.14 48.32
Particulars impaired
2024 2023
(iv) Disputed Trade Receivables– - - - - - - -
Advance Payment of Income Tax (Net) 1,137.15 1,034.91
considered good

Financial Statements
1,137.15 1,034.91
(v) Disputed Trade Receivables – which - - - - - - -
have significant increase in credit risk
Note 10-Other Non Current Assets (₹ in lakhs) (vi) Disputed Trade Receivables – credit - - 7.85 18.93 - 84.10 110.88
impaired
As at 31 March
Particulars Total 130.29 1,015.10 56.56 60.36 11.05 98.88 1,372.24
2024 2023
Capital Advances 2,171.51 128.06
Trade Receivables ageing schedule for the year ended 31 March 2023
Other Long Term Advances 1,406.10 1,119.67 (₹ in lakhs)
3,577.61 1,247.73 Outstanding for following periods from due date of payment
Particulars Not Due Less than 6 6 months - 1 More than 3 Total
1 - 2 Years 2 - 3 Years
months year Years
Note 11-Inventories (At lower of cost and net realisable value) (i) Undisputed Trade receivables – 802.44 1298.95 150.57 - 0.03 10.25 2,262.23
(₹ in lakhs) considered good
As at 31 March (ii) Undisputed Trade Receivables – - - - - - - -
Particulars
2024 2023 which have significant increase in
credit risk
Raw Materials 732.91 819.29
(iii) Undisputed Trade Receivables – credit - 1.86 13.45 11.84 10.58 6.33 44.05
Work-in-progress 590.43 322.83 impaired
Stores and Spares 32.57 31.27 (iv) Disputed Trade Receivables– - - - - - - -
considered good
1,355.91 1,173.39
(v) Disputed Trade Receivables – which - - - - - - -
have significant increase in credit risk
Note 12-Trade Receivables (vi) Disputed Trade Receivables – credit - 5.50 0.54 21.31 6.58 87.79 121.72
impaired
(₹ in lakhs)
Total 802.44 1,306.31 164.56 33.15 17.19 104.36 2,428.00
As at 31 March
Particulars
2024 2023
a) Unsecured-Considered Good 1,213.04 2,262.23
Note 13-Cash and Bank Balances
(₹ in lakhs)
b) Credit Impaired 159.20 165.77
As at 31 March
1,372.24 2,428.00 Particulars
2024 2023
Less : Allowances for Doubtful Trade Receivables (159.20) (165.77)
a) Cash and cash equivalents
1,213.04 2,262.23
Balances With Banks in Current Accounts 2,208.78 1,187.18
Cash On Hand 0.02 1.97
2,208.80 1,189.15
b) Other balances with banks
Bank Deposits With Less Than 12 Months of Original Maturity - 318.12
Earmarked Balances with banks
Margin Money Deposit against bank Guarantee* 402.34 50.04
Unclaimed Dividend** 163.82 183.82
Unspent CSR*** 15.27 33.61
581.43 585.59

* Deposit under lien against bank guarantee of ₹ 378.68 lakhs (Previous year ₹ 50.00 lakhs).
**The Company can utilise these balances only towards settlement of unclaimed dividend.

***The Company can utilise these balances only towards CSR Activities.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 14-Other Financial Assets d) Details of Shareholders holding more than 5% Equity Shares in the Company - @
(₹ in lakhs)
As at 31 March 2024 As at 31 March 2023
As at 31 March Particulars
Particulars No. of Shares held % of Holding No. of Shares held % of Holding
2024 2023
Chandler & Price India Pvt. Ltd. 1,95,84,718 27.80 1,95,84,718 27.80
Deposits(Others) 55.75 51.86
Late Sumant J. Patel 88,67,335 12.58 88,67,335 12.58
Other Receivables 5,889.58 5,694.24

Statutory Reports
Patel Consultancy Services Pvt. Ltd. 53,62,500 7.61 53,62,500 7.61
5,945.33 5,746.10
Mrs. Sudha S. Patel 45,74,720 6.49 45,74,720 6.49
Engineering Global Pte Limited 44,72,000 6.35 44,72,000 6.35
Note 15-Other Current Assets
(₹ in lakhs) @ As per the records of the Company, including its register of members.

As at 31 March
Particulars
2024 2023
e) Details of Shareholding of Promoters

Financial Statements
Advance Recoverable in Cash or Kind 271.05 242.43
Balances with Government Authorities
As at 31 March 2024 As at 31 March 2023 % of change
Sales Tax and GST 703.26 601.25 Particulars
No. of Shares held % of Holding No. of Shares held % of Holding during the year
Advances to Suppliers 813.10 785.25
Chandler & Price India Pvt. Ltd. 1,95,84,718 27.80 1,95,84,718 27.80 -
Advance to Staff 12.84 12.35
Late Sumant J. Patel 88,67,335 12.58 88,67,335 12.58 -
Other Receivables 773.92 761.75
Patel Consultancy Services Pvt. Ltd. 53,62,500 7.61 53,62,500 7.61 -
2,574.17 2,403.03
Mrs. Sudha S. Patel 45,74,720 6.49 45,74,720 6.49 -
Engineering Global Pte Limited 44,72,000 6.35 44,72,000 6.35 -
Note 16 - Equity Share Capital Sumant J. Patel HUF 31,63,640 4.49 31,63,640 4.49 -
(₹ in lakhs)
Mr. Krishna S. Patel 21,25,400 3.02 21,25,400 3.02 -
As at 31 March
Particulars Aarav K. Patel 1,40,000 0.20 1,40,000 0.20 -
2024 2023
Share Capital
Authorised Note 17-Other Equity
(₹ in lakhs)
7,37,50,000 Equity Shares of ₹ 2 each (Previous year 7,37,50,000 Equity Shares of ₹ 2 each) 1,475.00 1,475.00
Reserves and Surplus Other Comprehensive Income
2,50,000 Preference Shares of ₹ 10 each (Previous year 2,50,000 Preference Shares of ₹ 10 each) 25.00 25.00
Preference Total Other
Total 1,500.00 1,500.00 Particulars Retained Shares General Equity Equity
Other items
Earnings Redemption Reserve instruments
Issued, Subscribed and Paid up Capital
Reserve
7,04,59,960 Equity Shares of ₹ 2 each, fully paid up (Previous year 7,04,59,960 Equity Shares of ₹ 2 each) 1,409.20 1,409.20
Balance as at 01 April 2022 (A) 50.00 9.56 1,68,016.69 19.96 - 1,68,096.21
Total 1,409.20 1,409.20
Additions during the year
Profit for the year 29,063.64 - - - - 29,063.64
a) Reconciliation of shares outstanding at the beginning and at the end of the year Items of OCI for the year, net of tax
As at 31 March 2024 As at 31 March 2023 Remeasurement of Defined Benefit Plans (4.61) - - - - (4.61)
Particulars Equity Shares Equity Shares Equity Shares Equity Shares - Net of Tax
Number K Number K Net Fair Value Gain/(Loss) on Investment - - - 1.71 - 1.71
7,04,59,960 14,09,19,920 7,04,59,960 14,09,19,920 in Equity Instruments Through Other
At the beginning of the year Comprehensive Income
Changes in Equity Share Capital during the year - - - - Total Comprehensive Income for the 29,059.03 - - 1.71 - 29,060.74
At the end of the year 7,04,59,960 14,09,19,920 7,04,59,960 14,09,19,920 year 2022-23 (B)
Reductions during the year
b) Terms / Rights Attached to Equity Shares Dividend (2,113.80) - - - - (2,113.80)
The Company has only one class referred to as equity shares having a par value of ₹ 2/- per share. Each holder of equity share is Total (C) (2,113.80) - - - - (2,113.80)
entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. Payment of dividend is also made in Transfers during the year
foreign currency to shareholders outside India. Retained earnings transferred to General (26,945.23) - 26,945.23 - - -
reserve
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Total (D) (26,945.23) - 26,945.23 - - -
Company. The distribution will be in proportion to the number of equity shares held by the shareholders.
Balance as at 31 March 2023 50.00 9.56 1,94,961.92 21.67 - 1,95,043.15
{E = ( A + B + C + D)}
c) Proposed Dividend
Additions during the year
The Board of Directors at its meeting held on 20 May 2024 have recommended a payment of dividend of ₹ 6 (Rupees Six) per Profit for the year 36,278.36 - - - - 36,278.36
equity share of face value ₹ 2 each for the financial year ended 31 March 2024 amounting to ₹ 4,227.60 lakhs and subject to
Items of OCI for the year, net of tax
approval at the ensuing AGM of the Company and hence is not recognised as a liability.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 17-Other Equity Note 20-Deferred Tax Liabilities (Net)
(₹ in lakhs) (₹ in lakhs)
Reserves and Surplus Other Comprehensive Income As at 31 March
Particulars
Preference Total Other 2024 2023
Particulars Retained Shares General Equity
Other items Equity 2,488.40 3,138.58
Earnings Redemption Reserve instruments Opening Balance
Reserve
Difference between written down value of fixed assets

Statutory Reports
Remeasurement of Defined Benefit Plans 79.29 - - - - 79.29 as per the Companies Act, 2013 and Income tax Act,1961 (492.34) (308.40)
- Net of Tax
Provision for expenses allowed for tax purpose on payment basis (18.48) (32.39)
Net Fair Value Gain/(Loss) on Investment - - - 11.21 - 11.21 Difference in carrying value and tax base of investments measured at FVTPL 368.10 (158.68)
in Equity Instruments Through Other
Comprehensive Income Allowance of doubtful debts and advances 32.02 (32.47)
Lease Equalisation Reserve assets (405.15) (125.61)
Total Comprehensive Income for the 36,357.65 - - 11.21 - 36,368.86
year 2023-24 (F) Remeasurement of the defined benefit plan through OCI 28.22 7.37

Financial Statements
2,000.77 2,488.40
Reductions during the year
Dividend (3,170.70) - - - - (3,170.70) (Refer Note 44 “Income Taxes” for further details)
Total (G) (3,170.70) - - - - (3,170.70)
Transfers during the year Note 21-Other Non-Current Liabilities
Retained earnings transferred to General (33,186.95) - 33,186.95 - - - (₹ in lakhs)
reserve As at 31 March
Total (H) (33,186.95) - 33,186.95 - - - Particulars
2024 2023
Balance as at 31 March 2024 50.00 9.56 2,28,148.87 32.88 - 2,28,241.31 3,278.59 2,601.12
Advance Lease Rentals
{I = (E + F + G + H)}
Advance from Customers 1,067.25 834.79

Description of nature and purpose of each reserve 4,345.84 3,435.91

General Reserve This reserve was created from time to time by way of transfer profits from retained
earnings for appropriation purposes.General Reserve is created by a transfer from one
component of equity to another and is not an item of other comprehensive income. Note 22-Trade Payables
Equity Instruments through Other Comprehensive Income This represents the cumulative gains and losses arising on the revaluation of equity (₹ in lakhs)
instruments measured at fair value through other comprehensive income, under an As at 31 March
Particulars
irrevocable option, net of amounts reclassified to retained earnings when such assets 2024 2023
are disposed off. 294.87 324.95
Total Outstanding Dues of Micro Enterprises and Small Enterprises (Refer Note 36)
Preference Shares Redemption Reserve This reserve was created for redemption of preference shares.
Total Outstanding Dues of Creditors Other Than Micro Enterprises and Small Enterprises 1,224.54 1,119.10
Other Comprehensive Income This represents cumulative gain and losses on revaluation of long term employee 1,519.41 1,444.05
benefits.
Retained Earnings Retained earnings are the profits that the Company has earned till date, less any
transfers to general reserve, dividends or other distributions paid to shareholders. Trade Payables ageing schedule for the year ended 31 March 2024
(₹ in lakhs)
Outstanding for following periods from due date of payment
Note 18-Other Financial Liabilities Particulars Not Due Less than More than Total
1-2 years 2-3 years
(₹ in lakhs) 1 year 3 years

As at 31 March (i) MSME 253.18 6.07 - - - 259.25

Particulars
2024 2023 (ii) Others 726.98 288.28 20.12 7.98 - 1043.36

Security Deposits from IT Park Licensees and Others 13,420.16 12,007.93 (iii) Disputed dues – MSME - 35.50 0.12 - - 35.62

13,420.16 12,007.93 (iv) Disputed dues - Others - 57.88 17.39 - 105.91 181.18
Total 980.16 387.73 37.63 7.98 105.91 1,519.41
Note 19-Provisions
Trade Payables ageing schedule for the year ended 31 March 2023
(₹ in lakhs)
(₹ in lakhs)
As at 31 March
Particulars Outstanding for following periods from due date of payment
2024 2023 Particulars Not Due Less than More than Total
1-2 years 2-3 years
a) Employee benefits (Refer Note 43) 1 year 3 years

(i) MSME 183.80 139.18 - - - 322.98

Gratuity 322.09 365.18
Leave Encashment 92.28 98.21 (ii) Others 660.81 323.37 8.38 - 1.89 994.45

b) Compensation Payable 165.00 165.00 (iii) Disputed dues – MSME - 1.97 - - - 1.97

579.37 628.39 (iv) Disputed dues - Others 3.40 16.59 - - 104.66 124.65
Total 848.01 481.11 8.38 - 106.55 1,444.05

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 23-Other Financial Liabilities Note 27-Other Income
(₹ in lakhs) (₹ in lakhs)
As at 31 March For the Year
Particulars Particulars
2024 2023 2023-2024 2022-2023

Unclaimed dividend 163.82 183.82 Interest Income 6,694.81 3,755.57

Statutory Reports
17.16 154.88 Dividend from Mutual Fund Investments 15.23 15.17
Payable to Employees
Net Gain Arising on Financial Assets Measured at FVTPL 3,859.37 2,546.21
Payable towards Capital Expenditure 456.22 254.27
Net (Loss)/ Gain Arising on Redemption of Bonds (181.75) (144.38)
Security Deposits 4,194.48 3,218.54
Sundry Creditors/liabilities written back(net) 42.05 115.54
Other Payables 2,663.40 1,521.38
Other Miscellaneous Income 64.67 23.54
7,495.08 5,332.89
10,494.38 6,311.65

Financial Statements
Note 24-Other Current Liabilities Note 28-Cost of Materials Consumed
(₹ in lakhs) (₹ in lakhs)
As at 31 March For the Year
Particulars Particulars
2024 2023 2023-2024 2022-2023
a) Revenue received in advance Opening Stock 819.29 559.61
Advance from Customers 3,812.86 3,314.04 Add: Purchases 6,125.33 4,006.29
b) Others 6,944.62 4,565.90
Statutory Payables Less: Closing Stock 732.91 819.29
Payable Towards VAT 12.63 8.77 Cost of Materials Consumed 6,211.71 3,746.61
Payable Towards GST 709.78 652.71
Payable Towards TDS/TCS 1,037.82 377.26 Note 29-Changes in Inventories of Finished Goods and Work-in-progress
Payable Towards PF/ESIC/PT 23.31 18.66
(₹ in lakhs)
5,596.40 4,371.44 For the Year
Particulars
2023-2024 2022-2023
Note 25-Provisions Opening stock of work-in-progress 322.83 163.70
(₹ in lakhs) Less: Closing stock of work-in-progress (590.43) (322.83)
As at 31 March (267.60) (159.13)
Particulars
2024 2023

Provision for Employee benefits (Refer Note 43) Note 30-Employee Benefits Expense
Gratuity 23.70 18.21 (₹ in lakhs)

11.27 11.38 For the Year

Leave Encashment Particulars
2023-2024 2022-2023
Provision for Warranty (Refer Note 47) 22.55 24.65
Salaries and Wages 2,462.79 1,752.64
57.52 54.24
Contribution to Provident and other funds 128.78 90.49
Gratuity (Refer Note 43) 91.93 71.93
Note 26-Revenue From Operations Staff welfare expenses 81.95 49.41
(₹ in lakhs) 2,765.45 1,964.47
For the Year
Particulars
2023-2024 2022-2023 Note 31-Finance Costs
a) Sale of Products (₹ in lakhs)
Sales of Machines and Spares 4,879.54 4,437.07 For the Year
Particulars
b) Sale of Services 2023-2024 2022-2023
Bombay Exhibition Center (Rental and Services) 20,907.50 15,582.63 Interest on Financial Liabilities Carried at Amortised Cost 1,338.91 1,192.92
Nesco IT Park (Rental and Services) 31,832.30 29,502.70 Bank Charges & Guarantee Commission 18.56 10.01
Hospitality Services 9,928.77 4,862.56 Others 47.98 17.85
Engineering Fees, Services and Other Charges 270.38 215.20 1,405.45 1,220.78
67,818.49 54,600.16

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 32-Other Expenses Note 33-Category Wise Classification of Financial Instruments
(₹ in lakhs) The carrying value of financial instruments by categories as of 31 March 2024 is as follows:
For the Year
Particulars (₹ in lakhs)
2023-2024 2022-2023 Fair Value
Consumption of Stores and Spares 219.42 182.40 Fair Value through through other Total carrying
Financial Assets / Financial Liabilities Amortised cost
profit or loss comprehensive value

Statutory Reports
Power, Fuel & Electricity 2,408.68 1,824.72 income
Contract Manpower 2,290.94 1,891.77 Financial Assets
Repairs and maintenance of : Investments
- Buildings & Property 1,124.41 1,173.91 Equity Instruments - - 32.80 32.80
- Plant & Machinery 452.06 325.92 Mutual Funds - 43,247.44 - 43,247.44
- Other Assets 791.99 2,368.46 539.11 2,038.94 Corporate Deposits, Non-convertible Debentures, 1,06,147.12 - - 1,06,147.12

Financial Statements
Printing, Stationery, Postage and Communication expenses 86.38 67.04 Bonds and Preference Shares
Rent 8.40 8.12 Other Investments 1.00 - - 1.00
Hire Charges 228.13 205.16 Trade Receivables 1,213.04 - - 1,213.04
Catering and Other Operating Expenses 706.73 293.45 Cash and Cash Equivalents 2,208.80 - - 2,208.80
Rates and Taxes 1,772.12 1,372.49 Other Balances with Banks 581.43 - - 581.43
Water Charges 67.72 110.94 Other financial assets 11,030.66 - - 11,030.66
Advertisement and Sales Promotion 229.21 237.80 Total Financial Assets 1,21,182.05 43,247.44 32.80 1,64,462.29
Membership and Subscription 18.83 12.56 Financial Liabilities
Insurance 145.93 114.89 Trade Payables 1,519.41 - - 1,519.41
Housekeeping and Other Office Expenses 163.88 114.53 Lease Liabilities 25.88 - - 25.88
Travelling, Conveyance and vehicle expenses 256.60 218.82 Other financial liabilities 20,915.24 - - 20,915.24
Payment to Auditors : Total Financial Liabilities 22,460.53 - - 22,460.53
- Audit Fees 40.00 34.50
- Certification work 0.35 40.35 0.25 34.75 The carrying value of financial instruments by categories as of 31 March 2023 is as follows:
Legal & professional fees 699.47 482.89 (₹ in lakhs)
Event Expenses 685.88 271.10 Fair Value
Fair Value through through other Total carrying
CSR Expenses 504.11 441.08 Financial Assets / Financial Liabilities Amortised cost
profit or loss comprehensive value
Donation 4.44 151.01 income
Freight and handling charges 112.69 119.98 Financial Assets
Commission to Directors 2,100.00 750.00 Investments
Directors' sitting fees 56.30 26.15 Equity Instruments - - 21.66 21.66
Security charges 136.65 111.31 Mutual Funds - 49,432.79 - 49,432.79
Bad Debts/Sundry Balance Written Off 32.83 41.30 Corporate Deposits, Non-convertible Debentures, 66,644.48 - - 66,644.48
Loss on Sale of Asset - 1,868.15 Bonds and Preference Shares
Allowance for Doubtful Bad Debts, Stock and Deposits (130.44) 128.74 Other Investments 1.00 - - 1.00
Commission & Brokerage 1,198.85 980.06 Trade Receivables 2,262.23 - - 2,262.23
Software and IT Expenses 52.76 51.00 Cash and Cash Equivalents 1,189.15 - - 1,189.15
Miscellaneous Expenses 17.48 13.48 Other Balances with Banks 585.59 - - 585.59
16,482.80 14,164.63 Other financial assets 11,288.76 - - 11,288.76
Total Financial Assets 81,971.21 49,432.79 21.66 1,31,425.66
Financial Liabilities
Trade Payables 1,444.05 - - 1,444.05
Lease Liabilities 40.95 - - 40.95
Other financial liabilities 17,340.82 - - 17,340.82
Total Financial Liabilities 18,825.82 - - 18,825.82

Fair value hierarchy

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 1 hierarchy includes financial
instruments measured using quoted prices. This includes listed equity instruments and mutual funds that have quoted
price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
at the reporting period. The mutual funds are valued using the closing NAV. b. Interest Rate Risk:

Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
prices) or indirectly (i.e. derived from prices). The fair value of financial instruments that are not traded in an active market in market interest rates. Since the Company has NIL interest bearing borrowings, the exposure to risk of changes in market
is determined using valuation techniques which maximise the use of observable market data and rely as little as possible interest rate is NIL. The Company has not used any interest rate derivatives.
on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is c. Other Price Risk:
included in level 2.

Statutory Reports
Other Price risk is the risk that fair value of a financial instrument will fluctuate due to changes in market traded price.
Level 3 Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). If one or more of the Other price risk arises from both financial assets such as investments in equity instruments and bonds.
significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted
The Company invests in units of mutual funds including Fixed Maturity Plans, various debt Funds and Equity funds, and
equity securities included in level 3.
hence exposed to Other Price risk. Company’s Treasury department manages investments portfolio diversification in
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis: order to minimise risk and ongoing monitoring of market prices of investments.

Financial Statements
(₹ in lakhs)
2. Credit Risk:
Fair value hierarchy at the end of the
As of reporting period/year using Credit risk refers to the risk of default on its obligation by the counterparty resulting in financial loss. Trade receivables are
Particulars
31 March 2024 typically unsecured and are derived from customers from four operations Nesco IT Park lease, Bombay Exhibition Center (BEC)
Level 1 Level 2 Level 3
revenue, sale of Industrial Capital Goods and Nesco Foods.
Investments in Equity Instruments 32.80 32.80 - -
Investments in Mutual Funds 43,247.44 43,247.44 - -
The maximum exposure to credit risk on account of trade receivables, at the reporting date is ₹ 1,213.04 lakhs and ₹ 2,262.23
lakhs as on 31 March 2024 and 31 March 2023 respectively.
(₹ in lakhs)
The Company minimises credit risk relating to IT Park lease and BEC business as follows:
Fair value hierarchy at the end of the
As of reporting period/year using - The Company obtains security deposits from IT Park lessees and entitled to terminate lease agreement in case lessee
Particulars
31 March 2023
Level 1 Level 2 Level 3 makes defaults in payment of lease for a period of two consecutive months.

Investments in Equity Instruments 21.66 21.66 - - - BEC customers are required to pay advance and place refundable security deposit with the Company.
Investments in Mutual Funds 49,432.79 49,432.79 - -
- Hospitality customers are required to pay advances to the Company.

Whereas, in case of trade receivables from Industrial Capital Goods division for sale of machineries, credit risk is managed
Financial instrument measured at amortised cost
through credit approvals, establishing credit limits, and continuously monitored by creditworthiness of customers to whom,
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable credit terms are granted in normal course of business.
approximation of their fair values since the Company did not anticipate that the carrying amounts would be significantly different
from the values that would be received or settled. The Company takes into account available credit risk factors as Company’s historical experience for customers, customers’
standing for credit defaults in market.

Note 34-Financial Risk Management: The allowance for lifetime expected credit loss on customer balances as on 31 March 2024 and 31 March 2023 was ₹ 159.20 lakhs
and ₹ 165.77 lakhs respectively.
Financial Risk Factors:
(₹ in lakhs)
The Company’s financial liabilities comprises mainly of trade payables and other payables. The Company’s financial assets comprise As at 31 March
mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other receivables. Particulars
2024 2023
The Company’s activities are exposed to Market risk, credit risk and liquidity risk. The Company has set up Risk Management Balance at the beginning 165.77 134.24
Committee to minimise any adverse effects of the risk exposure on the financial performance of the Company. Loss allowance measured at lifetime Expected Credit Losses (ECL) (6.57) 31.53
Balance at the end 159.20 165.77
1. Market Risk:
Market risk comprises of three types of risk: Currency Risk, Interest rate Risk and Other Price Risk. Credit risk of financial assets other than Trade receivables:
a. Foreign Currency Risk: • Investments in mutual fund schemes are marked to market on ongoing basis, which is major part of total Non-current and
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate due to changes in current investments.
foreign currency exchange rates. The carrying amounts of the Company’s foreign currency denominated monetary items • Long term loans and advances include deposits with local authorities, electricity Board, electricity companies etc.
are as follows:
• Cash and Cash equivalents are balances with Public and Private Banks.
(₹ in lakhs)
Particulars Liabilities Assets • Other current assets include lease rentals receivables and deposits with more than 12 months maturities with Public and
As at 31 March As at 31 March Private Banks and Earnest Money Deposits with Government customer.
Currency
2024 2023 2024 2023 Credit risk arising from investment in mutual funds, financial instruments and other balances with banks is limited and there
USD NIL NIL 0.94 9.29 is no collateral held against these because the counterparties are banks and recognised financial institutions with high credit
ratings assigned by the international credit rating agencies.
The Company has not entered into any forward contract during the year ended 31 March 2024 and 31 March 2023.The
Company has not entered into any forward instrument for trades or speculation purpose. The allowance for lifetime expected credit loss on current license and other fees receivables as on 31 March 2024 and 31 March
2023 was ₹97.64 lakhs and ₹218.31 lakhs respectively.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
(₹ in lakhs)
Note 35-Contingent Liabilities and Commitments:
As at 31 March 1 Income tax and GST demand disputed by the Company ₹ 299.25 lakhs (Previous year ₹ 157.14 lakhs).
Particulars
2024 2023
2 Claims against the Company not acknowledged as debts ₹ 5,361.51lakhs (Previous year ₹ 4,499.59 lakhs).
Balance at the beginning 218.31 120.83
Loss allowance measured at lifetime Expected Credit Losses (ECL) (120.67) 97.48 3 Estimated value of contracts remaining to be executed on capital account and not provided for is ₹ 5,372.97 lakhs (Previous year ₹ 3,439.20
Balance at the end 97.64 218.31 lakhs) against which an advance of ₹ 2,171.51 lakhs (Previous year ₹ 128.06 lakhs) has been paid.

Statutory Reports
4 Domestic Bank Guarantee given by bank on Company’s behalf ₹ 962.01 lakhs (Previous year ₹ 756.98 lakhs) secured by lien of Mutual Fund
3. Liquidity Risk: (Fixed Maturity Plan) of value ₹ 1,346.12 lakhs (Previous year ₹ 1,093.77 lakhs) and Bank Fixed Deposit of ₹ 402.34 (Previous year ₹ 50.04 lakhs).
The Company’s principal sources of liquidity are cash and cash equivalents, Balances and cash flows that are generated from
business. The Company does not have any borrowings. The Company believes that their working capital is sufficient to meet its Note 36-Disclosure under the MSMED Act, 2006:
current requirements. Accordingly, no liquidity risk is perceived. Disclosure under the MSMED Act, 2006 is provided as under for the year 2023-24, to the extent the Company has received intimation
from the “Suppliers” regarding their status under the Act.
The Company manages the liquidity risk by maintaining adequate cash and cash equivalent ₹ 2,208.80 lakhs and ₹ 1,189.15

Financial Statements
(₹ in lakhs)
lakhs as on 31 March 2024 and 31 March 2023 respectively.
As at 31 March
The table below provides details regarding the contractual maturities of significant financial liabilities as on 31 March 2024: Particulars
2024 2023
(₹ in lakhs) 1. Principal amount and the interest due thereon remaining unpaid in each supplier at the end of each
Less than More than accounting year (but within due date as per the MSMED Act, 2006)
Particulars 1-5 years Total
1 year 5 years
Principal amount due to Micro and Small Enterprise 294.87 324.95
Other financial liabilities (non-current)
Interest due on above - -
Lease Liabilities - 9.77 - 9.77
2. Interest paid by the Company in terms of Section 16 of the MSMED Act, 2006, along- with the - -
Security Deposits from IT Park Licensees and Others - 13,420.16 - 13,420.16 amount of the payment made to the supplier beyond the appointed day during the period
Other financial liabilities (current) 3. Interest due and payable for the period of the delay in making payment (which have been paid (1.05) 2.06
Lease Liabilities 16.11 - - 16.11 but beyond the appointed day during the period), but without adding interest specified under the
MSMED Act, 2006
Security deposit from licensees and customers 4,194.48 - - 4,194.48
4. The amount of interest accrued and remaining unpaid at the end of each accounting year 2.85 3.90
Trade Payables 1,519.41 - - 1,519.41
5. Interest due and remaining payable even in the succeeding years, until such date when the interest - -
Other financial liabilities 3,300.60 - - 3,300.60 dues as above are actually paid to the Small Enterprises
Total 9,030.60 13,429.93 - 22,460.53
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified based on information
The table below provides details regarding contractual maturities of significant financial liabilities as on 31 March 2023: collected by the Management. This has been relied upon by the auditors.
(₹ in lakhs)

Particulars
Less than
1-5 years
More than
Total Note 37 - Details of Hedged and Unhedged exposure in foreign currency denominated monetary
1 year 5 years
Other financial liabilities (non-current)
items.
Lease Liabilities - 25.89 - 25.89 a) Exposure in Foreign Currency - Hedged: - The Company has not entered into any foreign exchange contract. The Company does
not enter into any derivative instruments for trading or speculative purpose.
Security Deposits from IT Park Licensees and Others - 12,007.93 - 12,007.93
Other financial liabilities (current) b) Exposure in Foreign Currency – Un-Hedged: - The foreign currency exposure not hedged as on 31 March 2024 are as under:
Lease Liabilities 15.06 - - 15.06 (₹ in lakhs)
Security deposit from licensees and customers 3,218.54 - - 3,218.54 Payables Receivables
Trade Payables 1,444.05 - - 1,444.05 Currency As at 31 March As at 31 March
Other financial liabilities 2,114.34 - - 2,114.34 2024 2023 2024 2023

Total 6,791.99 12,033.82 - 18,825.81 USD NIL NIL 0.94 9.29

4. Capital Management
Note 38 - Disclosure as per Section 186 of the Companies Act, 2013
For the purpose of the Company’s capital management, capital includes issued capital, and all other equity reserves attributable
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings
to the equity shareholders of the Company. The primary objective of the Company when managing capital is to safeguard its
of Board and its Powers) Rules, 2014 are as follows:
ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value.
a) Details of Investments made are given in Note 7.
As of 31 March 2024, the Company has only one class of shares referred to as Equity Shares and has NIL debt. Consequent to
such capital structure, there are no externally imposed capital requirements. In order to maintain or achieve an optimal capital b) There are no loans given to any related party during the year.
structure, the Company allocates its capital for distribution as dividend or re-investment into business based on its long-term
c) There are no guarantees issued by the Company in accordance with Section 186 of the Companies Act, 2013 read with rules
financial plans.
issued thereunder.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 39-Corporate Social Responsibility expense: Note 40-Leases:
1. Gross amount required to be spent by the Company during the year 2023-24 ₹ 501.21 lakhs (Previous year ₹ 438.23 lakhs) Pursuant to Ind AS 116 – Leases, following information is disclosed:
towards CSR activities prescribed under Schedule VII of the Companies Act, 2013.
Company as Lessor:
2. Amounts spent during the year on:
Ind AS 116 “Leases” requires the lessor to recognise income from operating leases on a straight-line basis over the lease term which
(₹ in lakhs)
includes rent free period. Thus, contracted lease rental income including future escalation is straight lined over the lease term. This

Statutory Reports
Year 2023-2024 Year 2022-2023
Nature of activities has resulted in derecognising unearned lease income amounting to ₹2,299.71 lakhs (Previous year derecognising ₹712.95 lakhs) for
Yet to be paid Yet to be paid the year ended 31 March 2024.
In Cash** Total In Cash Total
in cash in cash
Promoting Education: - The Company has entered into operating leases on its Investment Property located at Byculla and Goregaon IT Park premises.
(i) Construction of school - - - - - -
(ii) Purpose other than (i) above 504.11 - 504.11 441.08 - 441.08 Future minimum rentals receivable under these non-cancellable operating leases are, as follows:
Total 504.11 - 504.11 441.08 - 441.08 (₹ in lakhs)

Financial Statements
As at 31 March
3. Related party transactions in relation to Corporate Social Responsibility Particulars
2024 2023
(₹ in lakhs) Within one year 28,499.66 25,764.16
Year 2023-2024 Year 2022-2023 After one year but not more than five years 57,986.68 39,928.04
Nature of activities
Yet to be paid Yet to be paid More than 5 years 57.21 66.22
In Cash** Total In Cash Total
in cash in cash
Related party transactions 18.52 - 18.52 11.81 - 11.81 There is no contingent rent receivable from lessees under the lease agreements.

** Represents actual outflow during the year. Lease income recognised during the year in Statement of profit and loss is ₹ 31,832.30 lakhs (Previous year ₹ 29,502.70 lakhs).

4. Provision movement during the year

Company as Lessee:
(₹ in lakhs)
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
For the Year
Particulars measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the
2023-2024 2022-2023
commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or
Opening Provision 33.17 63.09
to restore the underlying asset or the site on which it is located, less any lease incentives received.
Addition during the year - -
Utilised during the year 18.34 29.92 The Company has taken factory land at Karamsad, Gujarat under non-cancellable Operating Lease. These lease rentals are payable
Closing Provision 14.83 33.17 by the Company on a monthly basis. Company recognises this lease as right-of-use assets and lease liability.

5. Amount earmarked for ongoing project The Company recognises the lease payments associated with these leases as an expense over the lease term. There is no contingent
(₹ in lakhs) rent payable to lessors under the lease agreements.
Year 2023-2024 Year 2022-2023
The following is the carrying amounts of Company’s Right-of-use assets (ROU), Movement in liabilities, amount recognised in Profit
Particulars In separate CSR In separate CSR
With Company
Unspent A/C
Total With Company
Unspent A/C
Total and Loss and Cash outflow for ROU assets: -
Opening Balance (0.44) 33.61 33.17 41.56 21.53 63.09 (₹ in lakhs)
Amount required to be spent during - - - - - - For the Year
the year Particulars
2023-2024 2022-2023
Transfer to CSR Unspent A/C - - - (42.00) 42.00 -
Opening 38.43 53.30
Amount spent during the year - 18.34 18.34 - 29.92 29.92
Closing Balance (0.44) 15.27 14.83 (0.44) 33.61 33.17 Addition of Right-of-use Assets - -
Depreciation for Right-of-use Assets 14.87 14.87
There is no unspent amount at the end of the year to be deposited in specified fund of Schedule VII under section 135(5) of the Carrying Amount of Right-of-use Assets 23.56 38.43
Companies Act, 2013.
Interest Expense on Lease Liabilities 2.87 3.85
6. Details of Excess Amount spent Expense relating to Short term Leases 8.40 8.12
(₹ in lakhs) Repayment of Right-of-use Assets 17.93 17.93
Amount required to be Amount spent
Particulars Opening Balance Closing balance Contractual maturity analysis of undiscounted lease liabilities is given below:-
spent during the year during the year
Details of excess amount spent 9.04 501.21 504.11 11.94 (₹ in lakhs)

7. Nature of CSR Activities undertaken by the Company As at 31 March

Particulars
2024 2023
The Company’s CSR activities primarily include one or more of the items covered under Schedule VII of the Act with special
Less than one year 17.93 17.93
focus on the following:
One to two years 10.45 28.38
(i) Promoting preventive health care and sanitation and making available safe drinking water;
(ii) Promoting education, including special education and employment enhancing vocation skills especially among children. Two to five years - -
(iii) Contribution to incubators or research and development projects in the field of science, technology, engineering More than five years - -
and medicine. Total 28.38 46.31

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 41 - Earnings per share: For the Year
Particulars
For the Year 2023-2024 2022-2023
Particulars
2023-2024 2022-2023 Mr. Manish I. Panchal 3.35 -
Profit after Tax as per statement of Profit and Loss (₹ in lakhs) 36,278.36 29,063.64 Dr. Ramakrishnan Ramamurthi 3.35 -
Weighted average Number of equity shares outstanding during the year 7,04,59,960 7,04,59,960 Amount Payable / (Receivable)

Statutory Reports
Basic and diluted earnings per share in Rupees (Face value ₹ 2 per share) 51.49 41.25 Mr. Krishna S. Patel 1,169.00 422.25
Mr. Dipesh R. Singhania 5.19 5.07

Note 42 - Related party disclosures: Ms. Shalini D. Kamath 3.80 -

1. List of related parties and relationships: - Employee benefits for Key Management Personnel is as follows: -
(₹ in lakhs)
Subsidiary Nesco Foundation for Innovation and Development (NFID)
For the Year
(till 20 October 2023) Particulars

Financial Statements
Entities in which KMPs have significant influence Patel Consultancy Pvt Ltd. 2023-2024 2022-2023

J V Patel Investment and Trading Co. Pvt. Ltd. Short-term employee benefits 2,365.16 996.70

Engineering Global Pte Ltd. Post-employment benefits 128.71 168.39

Other long-term benefits 21.10 24.61
Chandler and Price India Pvt. Ltd.
K S Patel Finance & Investment Company Pvt. Ltd.
Inaya Trade Pte Ltd.
Note 43 - Employee Benefits:
Key Management Personnel Mr. Krishna S. Patel – Chairman and Managing Director 1. Post-employment benefits:
Mr. Dipesh R. Singhania – Chief Financial Officer
a. Defined Contribution plan
Ms. Jinal J. Shah - Company Secretary and Compliance Officer
(till 18 August 2023) Provident Fund and Employee State Insurance Scheme
Ms. Shalini D. Kamath - Company Secretary and Compliance Officer Defined contribution plans are Provident Fund Scheme and Employee State Insurance Scheme. The Company contributes
(from 08 November 2023)
to the Government administered provident funds on behalf of its employees.
Relative of Key Management Personnel Estate of Sumant J. Patel
Mrs. Sudha S. Patel - Non-executive Director b. Defined Benefit plan
Independent Non-executive Directors Mr. Mahendra K. Chouhan (till 31 March 2024) Gratuity scheme
Mr. Manu M. Parpia (from 15 July 2023 to 31 March 2024.)
Mr. Jai S. Diwanji (till 31 March 2024) The Company operates a defined benefit gratuity plan for employees. The liability for the Defined Benefit Plan is
Mr. K. S. Srinivasa Murty (till 31 March 2024) provided on the basis of a valuation, using the Projected Unit Credit Method, as at the Balance Sheet date, carried out by
Mrs. Amrita Verma Chowdhury
an independent actuary. The Company creates adequate provision in its books every year based on actuarial valuation.
Mr. Manish I. Panchal (from 15 July 2023)
Mr. Arun L. Todarwal (from 13 February 2024) These benefit plans expose the Company to actuarial risks, such as longevity risk, interest rate risk and investment risk.
Dr. Ramakrishnan Ramamurthi (from 15 July 2023)
The amounts recognised in the Company’s financial statements as at year end are as under:
(₹ in lakhs)
2. Related Party Transactions:
Gratuity (Unfunded)
(₹ in lakhs)
Particulars As at 31 March
For the Year
Particulars 2024 2023
2023-2024 2022-2023
Present Value of Benefit Obligation at the Beginning of the Period 383.39 309.30
Brokerage Income
Interest Cost 28.62 22.25
Chandler and Price India Pvt. Ltd. 17.41 21.12
Current Service Cost 63.30 49.67
Rent Expense
Benefit Paid Directly by the Employer (23.57) (3.99)
Estate of Sumant J. Patel 17.93 17.93
Actuarial (Gains)/Losses on Obligations - Due to Change in
Corporate Social Responsibility Expense - Financial Assumptions 10.15 (11.54)
Nesco Foundation for Innovation and Development (NFID) 18.52 11.81 - Demographic Assumptions (24.10) (3.14)
Remuneration, perquisites, commission Actuarial (Gains)/Losses on Obligations - Due to Experience (92.00) 20.85
Mr. Krishna S. Patel 2,227.37 870.96 Present Value of Benefit Obligation at the End of the Period 345.80 383.39
Mr. Dipesh R. Singhania 115.90 114.44
Ms. Jinal J. Shah 4.77 11.30 Amount Recognised in the Balance Sheet
Ms. Shalini D. Kamath 17.12 - Present Value of Benefit Obligation at the end of the Period 345.80 383.39
Director sitting fees Funded Status (Surplus/ (Deficit)) (345.80) (383.39)
Mrs. Sudha S. Patel 7.45 3.25
Net (Liability)/Asset Recognised in the Balance Sheet (345.80) (383.39)
Mr. Mahendra K. Chouhan 11.10 6.10
Mr. Manu M. Parpia 3.35 -
Expenses Recognised in the Statement of Profit and Loss for Current Period
Mr. Jai S. Diwanji 11.45 6.60
Current Service Cost 63.30 49.67
Mr. K. S. Srinivasa Murty 8.30 5.35
Mrs. Amrita Verma Chowdhury 7.95 4.85 Net Interest Cost 28.62 22.25
Expenses Recognised 91.93 71.92

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Gratuity (Unfunded) 2. Long Term Employee Benefits:
Particulars As at 31 March The liability towards compensated absences (annual leave) as on 31 March 2024, based on actual valuation carried out by using
2024 2023 the project accrued benefit method amount to (₹ 0.19) lakhs (Previous year ₹ 29.24 lakhs) has been recognised on the Statement
Expenses Recognised in the Other Comprehensive Income (OCI) for Current Period of Profit and Loss.
Actuarial (Gains)/Losses on Obligation for the Period (105.95) 6.16
Note 44-Income Taxes:

Statutory Reports
Net (Income)/Expense for the Period Recognised in OCI (105.95) 6.16

Balance Sheet Reconciliation

A. The major components of Income Tax expense for the year are as under:
(₹ in lakhs)
Opening Net Liability 383.39 309.30
For the Year
Expenses Recognised in Statement of Profit and Loss 91.93 71.92 Particulars
2023-2024 2022-2023
Expenses Recognised in OCI (105.95) 6.16
Current Taxes 10,534.49 8,260.00
Benefit Paid Directly by the Employer (23.57) (3.99)

Financial Statements
Deferred Taxes (514.30) (648.63)
Net Liability/(Asset) Recognised in the Balance Sheet 345.80 383.39
Income Tax for earlier year - 22.02
Other Details Income Tax Expenses as per statement of Profit and Loss 10,020.19 7,633.39
No of Active Members 322 264
For the Year
Per Month Salary for Active Members 95.13 78.04 Income Tax Expenses recognised in OCI
2023-2024 2022-2023
Average Past Services (Years) 3.46 4.28
Average Age (Years) 35.45 36.82 Deferred Tax Benefit on Remeasurement of defined benefit plans 26.67 (1.55)

Average Expected Future Service 22.57 21.21

B Reconciliation of tax expense and the accounting profit for the year is as under:
Projected Benefit Obligation 345.80 383.39
(₹ in lakhs)
Assumptions For the Year
Particulars
Expected Return on Plan Assets N.A. N.A. 2023-2024 2022-2023
Rate of Discounting 7.20% 7.45% Profit before tax 46,298.55 36,697.03
Rate of Salary Increase 10.00% 10.00% Enacted Tax rate in India 25.168% 25.168%
Mortality Rate During Employment Indian Assured Indian Assured Computed enacted tax expenses 11,652.42 9,235.91
Lives Mortality Lives Mortality
(2012-14) (2012-14) Add / (Less): Expenses not allowable for tax purposes (383.40) 853.40

Mortality Rate After Employment N.A. N.A. Add / (Less): Income not considered for tax purpose 323.20 (748.44)
Add / (Less): Effect of expenses, computed differently in tax 278.87 (117.45)
Maturity Analysis of the Benefit Payments: From the Employer Add / (Less): Effect of expenses, which are allowed on payment basis 96.23 88.05
Projected Benefits Payable in Future Years from the Date of Reporting Add / (Less): Effect of income, considered under other head of income (1,947.13) (1,700.10)
1st Following Year 23.70 18.20 Total 10,020.19 7,611.37
2 to 5 Years 109.50 80.24 (Excess)/short provision of earlier years - 22.02
6 to 10 Years 160.83 137.97 Income Tax Expense as per statement of Profit and Loss 10,020.19 7,633.39
More than 10 Years 463.35 802.75
The tax rate used for reconciliation above is the corporate tax rate of 25.168 % (Previous Year 25.168%) payable by corporate
As at 31 March entities in India on taxable profits under Indian law.
Particulars
2024 2023 • Income considered under other head of income, mainly comprises of IT Park rental income considered under ‘Income
Defined Benefit Obligation (Base) 345.80 383.39 from House property’ as per the provisions of Income Tax Act, 1961.

As at 31 March 2024 As at 31 March 2023

• Income not considered for tax purpose mainly consists of other income on account of fair valuation of Investments in
Particulars Mutual funds.
Decrease Increase Decrease Increase
Discount Rate (- / + 1%) 379.40 316.54 430.83 342.80 Details of income tax assets and liabilities as of 31 March 2024 and 31 March 2023 are as follows:
(% change compared to base due to sensitivity) 9.7% (8.5%) 12.4% (10.6%)
As at 31 March
Salary Growth Rate (- / + 1%) 316.99 378.17 343.33 429.19 Particulars
2024 2023
(% change compared to base due to sensitivity) (8.3%) 9.4% (10.4%) 11.9%
Attrition Rate (- / + 50% of attrition rates) 363.87 331.87 390.68 376.94 Income tax Assets 1,137.15 1,034.91
(% change compared to base due to sensitivity) 5.2% (4.0%) 1.9% (1.7%) Current Income Tax Liabilities (340.65) -
Mortality Rate (- / + 10% of mortality rates) 345.96 345.63 383.65 383.14 Net current income tax Assets / (Liabilities) 796.50 1,034.91
(% change compared to base due to sensitivity) 0.0% 0.0% 0.1% (0.1%)

The sensitivity analysis has been determined based on reasonably possible changes of the respective assumptions
occurring at the end of the reporting period, while holding all other assumptions constant. There is no change in the
method of valuation for the prior years. For change in assumptions refer above.

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Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
The gross movement in the Current Tax assets / (liabilities) for the year ended 31 March 2024 and 31 March 2023 is as (₹ in lakhs)
follows: For the Year
Particulars
2023-2024 2022-2023
As at 31 March
Particulars Revenue by Segment
2024 2023
IT Park 31,832.30 29,502.70
Net current tax assets / (liabilities) at the beginning of the year 1,034.91 1,733.54
Bombay Exhibition Center 20,907.50 15,582.63

Statutory Reports
Income tax paid :
Industrial Capital Goods Division 5,149.92 4,652.27
Advance tax and TDS 10,296.08 8,255.28
Nesco Foods 9,928.77 4,862.56
Self-Assessment Tax paid/Previous year adjustments - (693.91)
Income from Investments/ Other Income 10,494.38 6,311.65
Current income tax expenses (10,534.49) (8,260.00)
Total 78,312.87 60,911.81
Net current tax Assets / (Liabilities) at the end of the year 796.50 1,034.91
Segment profit before tax and finance cost

Financial Statements
IT Park 25,963.53 23,636.26
Details of deferred tax assets and liabilities as of 31 March 2024 and 31 March 2023 are as follows:
Bombay Exhibition Center 12,298.45 9,931.65
As at 31 March
Particulars Industrial Capital Goods Division 122.88 199.71
2024 2023
Nesco Foods 1,759.30 601.75
Deferred tax Assets/(Liabilities) at the beginning (2,488.40) (3,138.58)
Unallocable expenses & Finance Cost net off Unallocable income 6,154.39 2,327.66
Deferred Tax Assets/(Liabilities) 487.63 650.18
Total Operating profit before tax 46,298.55 36,697.03
Net deferred tax Assets / (Liabilities) at the end (2,000.77) (2,488.40)
Capital Employed: -
Segment Assets: -
Detailed bifurcation of deferred tax assets and liabilities as of 31 March 2024 and 31 March 2023 are as follows:
IT Park 83,439.65 87,606.45
As at 31 March
Particulars Bombay Exhibition Center 19,262.68 12,814.57
2024 2023
Industrial Capital Goods Division 4,256.16 4,035.51
Net deferred tax assets / (liabilities) at the beginning (2,488.40) (3,138.58) Nesco Foods 4,293.27 4,213.05
Difference between written down value of fixed assets as per the Companies Act, 2013 and Income (492.34) 308.40 Unallocable Assets 1,53,779.83 1,17,586.97
tax Act,1961
Total 2,65,031.59 2,26,256.55
Provision for expenses allowed for tax purpose on payment basis (18.48) 32.39
Segment Liabilities: -
Difference in carrying value and tax base of investments measured at FVTPL 368.11 158.68
IT Park 22,565.18 19,105.63
Allowance of doubtful debts and advances 32.03 32.47
Bombay Exhibition Center 6,308.06 4,390.50
Lease Equalisation Reserve assets (405.15) 125.61
Industrial Capital Goods Division 920.40 837.86
Remeasurement of the defined benefit plan through OCI 28.22 (7.37)
Nesco Foods 1,650.61 1,116.17
Net deferred tax assets / (liabilities) at the end (2,000.77) (2,488.40) Unallocable Liabilities 3,936.83 4,318.04

The credits relating to temporary differences during the year ended 31 March 2024 and 31 March 2023 are primarily on account Total 35,381.08 29,804.20
of other income due to fair valuation of investments on mutual funds and Ind AS 116 adjustment. Capital Employed: -
IT Park 60,874.46 68,500.82
Note 45 – Proposed Dividend: Bombay Exhibition Center 12,954.63 8,424.07

The Board of Directors at its meeting held on 20 May 2024 have recommended a payment of dividend of ₹ 6 (Rupees Six Only) per Industrial Capital Goods Division 3,335.76 3,161.65
equity share of face value ₹ 2 each for the financial year ended 31 March 2024 amounting to ₹ 4,227.60 lakhs and subject to approval Nesco Foods 2,642.66 3,096.88
at the ensuing AGM of the Company and hence not recognised as a liability. Unallocable Assets net of Unallocable Liabilities 1,49,843.00 1,13,268.93
Total 2,29,650.51 1,96,452.35
Note 46 - Segment Reporting: Capital Expenditure

The Company has following business segments, which are its reportable segments. Operating segment disclosures are consistent IT Park 344.11 338.08
with the information provided to and reviewed by the management. Bombay Exhibition Center 7,400.73 287.88
Industrial Capital Goods Division 255.87 31.12
Reportable Segment Products / Services
Unallocable Assets 87.15 86.08
IT Park Licensing premises in IT park buildings and providing related services.
Nesco Foods 296.82 628.17
Bombay Exhibition Center Licensing premises and Providing services to the organisers and organising exhibitions & events.
Total 8,384.68 1,371.33
Industrial Capital Goods Division Manufacturing of machines and capital equipments.
Nesco Foods F&B and catering services. As at 31 March
Revenue from Operation
2024 2023
India 67,661.47 54,532.93
Outside India 157.02 67.23
Total Revenue 67,818.49 54,600.16

138 Annual Report 2023-24 Annual Report 2023-24 139

Nesco | Believe

Notes Forming Part of the Financial Statements Notes Forming Part of the Financial Statements

Corporate Overview
Note 47 - Pursuant to the IND AS 37 – ‘Provisions, Contingent Liabilities and Contingent Assets’, the Note 49-Additional Regulatory Information required by Schedule III to the Companies Act, 2013.
disclosure relating to provisions made in the accounts for the year ended 31 March 2024 is as follows: (i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending
(₹ in lakhs) against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules
Compensation Payable * Provision for Warranty # made thereunder.
Particulars
As at 31 March As at 31 March
(ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any
2024 2023 2024 2023

Statutory Reports
government authority.
Opening Balance 165.00 165.00 24.65 20.35
(iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the
Additions - - - 4.30
Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
Utilisations/Reversals - - (2.10) -
Closing Balance 165.00 165.00 22.55 24.65 (iv) Utilisation of borrowed funds and share premium:

* These provisions represent estimates made mainly for probable claims arising out of litigations / disputes pending with authorities under various statues. I The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
The probability and the timing of the outflow with regard to these matters depend on the final outcome of the litigations/ disputes. Hence, the Company is

Financial Statements
(Intermediaries) with the understanding that the Intermediary shall:
not able to reasonably ascertain the timing of the outflow.
# Provision for warranty represents cost associated with providing post-sales support services which are accrued at the time of recognition of revenues and (a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
are expected to be utilised over a period of two years. of the Company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
Note 48 - Ratio Analysis
II The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with
(₹ in lakhs)
the understanding (whether recorded in writing or otherwise) that the Company shall:
Sr. Numerator Denominator Ratios Difference
Particulars
No Particulars 2023-24 2022-23 Particulars 2023-24 2022-23 2023-24 2022-23 (in %) (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
1 Current Ratio Current Assets 46,900.74 52,710.42 Current 15,025.17 11,217.68 3.12 4.70 (33.62)* of the Funding Party (Ultimate Beneficiaries) or
Liabilities
(b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
2 Debt Equity Total Debt - - Shareholder’s 2,29,650.51 1,96,452.35 NA NA NA
Ratio (Borrowings) Equity (v) There is no income surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961 (such
3 Debt Service Revenue from 67,818.49 54,600.16 Debt Service - - NA NA NA as search or survey), that has not been recorded in the books of account.
Coverage Ratio operations
(vi) The Company has not traded or invested in crypto currency or virtual currency during the year.
4 Return on Equity Profit after tax 36,278.36 29,063.64 Average 2,13,051.43 1,82,978.88 17.03% 15.88% 7.24
Ratio Shareholders (vii) The Company does not have any charges or satisfaction of charges which is yet to be registered with Registrar of Companies
Equity
beyond the statutory period.
5 Inventory Net Sales of 15,078.69 9,514.84 Average 1,264.65 962.76 11.92 9.88 20.65
Turnover Ratio Indabrator & Inventory (viii) During the year, the Company had no transactions with struck off companies.
Nesco Foods
Division
Note 50 - Previous year’s figures have been regrouped / reclassified wherever necessary.
6 Trade Revenue from 67,818.49 54,600.16 Average Trade 1,737.63 2,062.56 39.03 26.47 47.45**
Receivables Operations Receivables
Turnover Ratio Note 51 - The financial statements are approved for issue by the Audit Committee and thereafter by the Board of Directors at its
7 Trade Payables Total 16,106.22 11,426.02 Average Trade 1,481.73 1,162.16 10.87 9.83 (10.58)*** meeting held on 20 May 2024.
Turnover Ratio Purchases Payables
8 Net Capital Total Income 78,312.87 60,911.81 Average (3,355.29) 952.66 (23.34) 63.94 (136.50)^
Turnover Ratio Working Capital Notes forming part of the financial statements 1 to 51
9 Net Profit Ratio Profit After Tax 36,278.36 29,063.64 Net Sales 78,312.87 60,911.81 46.32% 47.71% (2.91)
As per our report of even date For and on behalf of the Board
10 Return on EBIT 47,704.00 37,917.81 Capital 2,29,650.51 1,96,452.35 20.77% 19.30% 7.62
Capital Employed
employed
For Manubhai & Shah LLP Krishna S. Patel Sudha S. Patel
11 Return on Return/Profit/ 10,387.78 6,179.57 Average 1,32,764.14 1,00,376.55 7.82% 6.16% 26.95^^ Chartered Accountants Chairman and Managing Director Non-executive Director
Investment Earnings Investment
FRN. 106041W/W100136 DIN- 01519572 DIN - 00187055
*Increase in Current Liability vis a vis reduction in current assets.

** Faster realisation of trade receivables due to reduced credit sales. Ashish Shah Dipesh R. Singhania Shalini D. Kamath
*** Due to increase in MSME procurement and reduced credit period. Partner Chief Financial Officer Company Secretary and
Membership No : 103750 Compliance Officer
^ Faster realisation of Receivables.
Mumbai, 20 May 2024 Mumbai, 20 May 2024 Mumbai, 20 May 2024
^^ Increase in bonds and as per market interest rate.

140 Annual Report 2023-24 Annual Report 2023-24 141

Nesco | Believe

NOTES: 6. Institutional/Corporate Shareholders (i.e., other than

Individuals/HUF, NRI, etc.) are required to send a

Corporate Overview
1. In view of the various circulars issued by the Ministry of
NESCO LIMITED Corporate Affairs (“MCA”) read with relevant circulars scanned copy (PDF/JPG format) of its Board or governing
CIN No: L17100MH1946PLC004886 issued by the Securities and Exchange Board of India (“the body resolution/authorisation, etc., authorising its
Registered Office: Nesco Center, Western Express Highway, Goregaon (East), SEBI”), from time to time (hereinafter collectively referred representative to attend the AGM through VC/OAVM on
Mumbai – 400 063, Tel. No.: (022) 6645 0123 to as (“the Circulars”) the Company is permitted to hold its behalf and to vote through remote e-voting. The said
Website: www.nesco.in, Email: [email protected] its 65th Annual General Meeting (“AGM”) through Video resolution/authorisation shall be sent to the scrutiniser at
Conference/Other Audio-Visual Mode (“OAVM”), without [email protected].
NOTICE the physical presence of the members at a common

Statutory Reports
7. Pursuant to Section 108 of the Act and the Rules made
NOTICE is hereby given that the 65th Annual General Meeting “RESOLVED THAT pursuant to the provisions of Section 152 venue. In compliance with the provisions of the Companies
thereunder, Regulation 44 of the Listing Regulations, and
(“AGM”) of the members of Nesco Limited, will be held on and other applicable provisions, if any of the Companies Act, Act, 2013 (“the Act”), SEBI (Listing Obligations and
the Circulars, the Company is providing the facility of
Friday, 2 August 2024 at 3:30 p.m. (IST) through Video 2013 read with the Companies (Appointment and Qualification Disclosure Requirements) Regulations, 2015 (“the Listing
remote e-voting to its members in respect of the business
Conference (VC)/Other Audio-Visual Mode (“OAVM”) to transact of Directors) Rules, 2014, the Articles of Association of the Regulations”), and the Circulars, the AGM of the Company
to be transacted at the AGM. For this purpose, the Company
the following business: Company and Regulation 17(1A) of the Securities and Exchange is being held through VC. The deemed venue for the 65th
has entered into an agreement with NSDL, for facilitating
Board of India (Listing Obligations and Disclosure Requirements) AGM shall be the Registered Office of the Company at
voting through electronic means, as the authorised
ORDINARY BUSINESS: Regulations, 2015, (including any statutory modification(s) or Nesco Center, Western Express Highway, Goregaon (East),

Financial Statements
e-voting agency. The facility of casting votes by a member
1. Adoption of Audited Financial Statements re-enactment(s) thereof, for the time being in force), approval Mumbai – 400 063.
using remote e-voting as well as the e-voting system on the
To receive, consider, and adopt the audited financial of the members of the Company be and is hereby accorded to 2. A statement setting out material facts pursuant to Section date of the AGM will be provided by NSDL.
statements of the Company for the financial year ended the re-appointment of Mrs. Sudha S. Patel (DIN:00187055), Non- 102(1) of the Act, with respect to the items of Special
executive Director who has attained the age of 75 (seventy-five) 8. Members attending the AGM through VC/OAVM shall be
31 March 2024 and the reports of the Board of Directors Business is annexed hereto.
years and retires from office by rotation and being eligible, counted for the purpose of reckoning the quorum under
and statutory auditors thereon.
offers herself for re-appointment and continuation as a Director 3. In compliance with the aforesaid Circulars, Notice of this Section 103 of the Act.
2. Declaration of dividend of the Company, liable to retire by rotation; AGM along with the annual report 2023-24 is being sent only
through electronic mode to those members whose e-mail 9. In the case of joint holders, the member whose name
To declare a dividend of ` 6/- (300%) per equity share of
RESOLVED FURTHER THAT the Board of Directors of the addresses are registered with the Company/Depositories. appears as the first holder in the order of names as per the
face value of ` 2/- each, of the Company for the financial
Company (including any committee thereof) be and is The annual report shall also be available on the Company’s Register of Members of the Company will be entitled to
year ended 31 March 2024.
hereby authorised to do all such acts, deeds or things and website at www.nesco.in and that of the exchanges vote at the AGM.
3. Appointment of Statutory Auditors take all such steps as may be necessary, proper or expedient namely www.bseindia.com and www.nseindia.com. 10. The statutory registers as required under the Act and the
To consider and if thought fit, to pass, the following to give effect to this resolution.” In case any member is desirous of obtaining physical documents referred to in the Notice shall be available
resolution as an Ordinary Resolution: copy of the annual report for the financial year 2023-24, for inspection through electronic mode. Interested
5. Ratification of Cost Auditor’s remuneration for the
“RESOLVED THAT pursuant to the provisions of Section they may send a request to the Company by writing to shareholders seeking an inspection of the same may write
financial year ending 31 March 2025
139, 141, 142 and other applicable provisions, if any, of the the Company Secretary at [email protected] to the Company Secretary at [email protected]
To consider and if thought fit, to pass, the following The AGM Notice is also disseminated on the website of
Companies Act, 2013 read with the Companies (Audit and for an electronic copy.
Resolution as an Ordinary Resolution: National Securities Depository Limited (“NSDL”) the agency
Auditors) Rules, 2014 (including any statutory modification(s)
appointed for providing the e-voting facility. 11. The Register of Members and the Share Transfer Books
or amendment(s) or re-enactment(s) thereof for the time “RESOLVED THAT pursuant to the provisions of Section 148
of the Company will remain closed from Saturday, 27 July
being in force), and pursuant to the recommendation of the and other applicable provisions, if any, of the Companies Act, 4. Pursuant to the provisions of the Act, a member entitled to 2024 to Friday 2 August 2024 (both days inclusive) for the
Audit Committee and the Board of Directors M/s. S G D G & 2013 and the Companies (Audit and Auditors) Rules, 2014 attend and vote at the AGM is entitled to appoint a proxy
Associates LLP, Chartered Accountants (Firm Registration No. (including any statutory modification(s) or re-enactment(s) purpose of AGM and ascertaining entitlement of members
to attend and vote on his/her behalf and the proxy need
W100188), be and are hereby appointed as statutory auditors thereof for the time being in force), the remuneration of eligible to receive the dividend if any approved by the
not be a member of the Company. Since this AGM is being
of the Company in place of retiring auditors M/s. Manubhai ` 45,000 (Rupees Forty Five Thousand only) plus applicable members at the ensuing AGM.
held pursuant to the MCA Circulars through VC/OAVM,
& Shah LLP, Chartered Accountants (Firm Registration No: taxes and out-of-pocket expenses incurred in connection physical attendance of members has been dispensed with. 12. The Dividend, as recommended by the Board of Directors,
106041W/W100136), to hold office for a term of five consecutive with the cost audit and payable to M/s. Y.S. Thakar & Co., cost Accordingly the facility for appointment of proxies by the if approved at the AGM will be subject to deduction of tax
years from the conclusion of this 65th Annual General Meeting accountants (Firm Registration No.000318), appointed by members will not be available for the AGM and hence at source and will be paid on or before Tuesday, 20 August
of the Company till the conclusion of the 70th Annual General the Board of Directors on the recommendation of the Audit the proxy form and attendance slip are not annexed to 2024 to those members whose names are registered in the
Meeting at such remuneration as may be agreed by the Board Committee, as cost auditors to conduct the audit of cost this Notice. Register of Members of the Company as on Friday, 26 July
of Directors in consultation with the statutory auditors; records maintained by the Company for the financial year 2024 and to the beneficiary holders as per the beneficiary
ending 31 March 2025 be and is hereby ratified; 5. Members can join the AGM in the VC/OAVM mode fifteen
RESOLVED FURTHER THAT the Board of Directors of list as on Friday, 26 July 2024 provided by NSDL and Central
minutes before and after the scheduled time of the
the Company (including any committee thereof) be and RESOLVED FURTHER THAT the Board of Directors of the Depository Services (India) Limited (“CDSL”).
commencement of the AGM by following the procedure
is hereby authorised to do all such acts, deeds, matters Company (including any committee thereof) be and is mentioned in the Notice. The facility of participation at the The Company provides the facility to the members for
and things as may be considered necessary, desirable or hereby authorised to do all such acts, deeds or things and AGM through VC/OAVM will be made available to atleast remittance of Dividend directly in electronic mode through
expedient to give effect to this resolution.” take all such steps as may be necessary, proper or expedient 1,000 members on a first come first-served basis. This will National Automated Clearing House (“NACH”). Members
to give effect to this resolution.” not include large shareholders (shareholders holding 2% holding shares in physical form and desirous of availing this
SPECIAL BUSINESS: By Order of the Board of Directors, or more shareholding), promoters, institutional investors, facility of electronic remittance are requested to provide
directors, key managerial personnel, the chairpersons their latest bank account details (Core Banking Solutions
4. Appoint a Director in place of Mrs. Sudha S. Shalini D. Kamath of the Audit Committee, nomination and remuneration Enabled Account Number, 9 digit MICR and 11 digit IFSC
Patel (DIN:00187055) who retires from office by Mumbai Company Secretary committee, stakeholders relationship committee, auditors Code), along with their Folio Number to the Company’s
rotation, and being eligible, offers herself for re- 20 May 2024 ACS 14933 etc., who can attend the AGM without restriction on RTA at [email protected].
appointment and continuation in office
Registered Office: account of first come first-served basis.
To consider and if thought fit, to pass the following Nesco Center, Western Express Highway
resolution as a Special Resolution: Goregaon (East), Mumbai – 400 063

142 Annual Report 2023-24 Annual Report 2023-24 143

Nesco | Believe

Shareholders holding shares in dematerialised form are (contact details, bank details and specimen signature), 17. During the year under review, RTA of the Company has 21. Those shareholders who have registered themselves as
requested to provide the said details to their respective and nomination details. The Company has sent individual launched ‘SWAYAM’, Investor Self-Service Portal, designed a speaker will only be allowed to express their views/ask

Corporate Overview
Depository Participants. letters to all the shareholders holding shares of the exclusively for the investors serviced by the RTA of the questions during the meeting.
Company in physical form for furnishing their PAN, KYC, and Company. ‘SWAYAM’ is a secure, user-friendly platform
Members holding shares in physical form to request 22. The Company has appointed Ms. Neeta H. Desai (COP No.
nomination details. Accordingly, the members are advised that empowers investors to effortlessly access information
changes, if any, about their postal and e-mail address, 4741), ND & Associates, Practicing Company Secretary as a
to register their details with the RTA or DPs, in compliance through a dashboard and avail various services in
telephone/ mobile numbers, Permanent Account Number scrutiniser for conducting the remote e-voting and voting
with the aforesaid SEBI guidelines for smooth processing of digital mode.
etc may write to [email protected]. Members at the meeting fairly and transparently.
holding shares in the dematerialised form are hereby their service requests and trading without any hindrance. Following are the key features and benefits of
23. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE

Statutory Reports
informed that the bank particulars registered against 15. SEBI vide its notification dated 24 January 2022 has ‘SWAYAM’ Portal:
E-VOTING AND JOINING GENERAL MEETING ARE AS
their respective depository accounts will be used by the mandated that all requests for transfer of securities • Updated status on electronic holdings across various UNDER:-
Company for payment of Dividend. including transmission and transposition shall be companies serviced by the RTA and its subsidiaries.
processed only in dematerialised form. In view of the The remote e-voting period begins on Tuesday, 30 July
The Company or its RTA cannot act on any request
same and to eliminate all risks associated with physical • Tracking of corporate actions. 2024 at 9:00 A.M. (IST) and ends on Thursday, 1 August 2024
received directly from the members holding shares in the
shares and avail various benefits of dematerialisation, at 5:00 P.M. The remote e-voting module shall be disabled
dematerialised form for any change of bank particulars or • Generate and track service requests/complaints
the members are advised to dematerialise their holdings. by NSDL for voting thereafter. The members, whose names
bank mandates. Such changes are to be advised only to the raised on this portal.
appear in the Register of Members/Beneficial Owners as

Financial Statements
Depository Participant of the members. Further, SEBI vide its Circular No. SEBI/HO/ MIRSD/MIRSD_
RTAMB/P/CIR/2022/8 dated 25 January 2022 (subsumed as • Shareholders holding shares in physical form can on the record date (cut-off date) i.e. Friday, 26 July 2024
In accordance with the provisions of the Income Tax Act, part of the SEBI Master Circular No. SEBI/HO/MIRSD/ POD- register on the said Portal only after updating their may cast their vote electronically. The voting rights of
1961 as amended by and read with the provisions of the 1/P/CIR/2024/37 dated 7 May 2024) has mandated listed KYC details in their folio. shareholders shall be in proportion to their shares in the
Finance Act, 2020, with effect from 1 April 2020, dividend companies to issue securities for the following investor paid-up equity share capital of the Company as on the cut-
The investors can visit and access the ‘SWAYAM’ Portal at
declared and paid by the Company is taxable in the hands service requests only in dematerialised form: (i) issue of off date, being Friday, 26 July 2024.
https://swayam.linkintime.co.in/#
of its members and the Company is required to deduct
duplicate securities certificate; (ii) claim from unclaimed How do I vote electronically using NSDL
tax at source from dividend paid to the members at the 18. Since the AGM will be held through VC/OAVM, the route
suspense account; (iii) renewal/exchange of securities e-Voting system?
applicable rates. A separate e-mail will be sent at the map of the AGM is not annexed in this Notice.
certificate; (iv) endorsement; (v) sub-division/splitting
registered email ID of the members describing about the The way to vote electronically on NSDL e-Voting system
of securities certificate; (vi) consolidation of securities 19. Pursuant to the provisions of the Listing Regulations,
detailed process to submit the documents/declarations consists of “Two Steps” which are mentioned below:
certificates/folios; (vii) transmission and (viii) transposition. the Company is maintaining an e-mail id namely
along with the formats in respect of deduction of tax at
Accordingly, the members are requested to comply with [email protected] exclusively for prompt Step 1: Access to NSDL e-Voting system
source on the dividend paid-out. Sufficient time will be
the aforesaid SEBI guidelines. redressal of members/investors grievances.
provided for submitting the documents/declarations A) Login method for e-Voting and joining virtual
by the members who are desiring to claim beneficial tax 16. Pursuant to Section 124 and 125 of the Act read with 20. Shareholders who would like to express their views/ask meeting for Individual shareholders holding
treatment. The intimation will also be uploaded on the the Investor Education and Protection Fund Authority questions during the meeting may register themselves securities in demat mode
website of the Company at www. nesco.in. (Accounting, Audit, Transfer and Refund) Rules, 2016 (“ the as a speaker by sending their request in advance atleast
In terms of SEBI circular dated December 9, 2020
IEPF Rules”), dividends that are unpaid or unclaimed for a fifteen days prior to the meeting mentioning their name,
13. Members may kindly note that in accordance with on e-Voting facility provided by Listed Companies,
period of seven consecutive years from the date of their demat account number/folio number, e-mail id, mobile
SEBI Circular reference SEBI/HO/OIAE/OIAE_IAD-1/P/ Individual shareholders holding securities in demat
transfer are required to be transferred by the Company number at [email protected]. The shareholders
CIR/2023/131 dated 31 July 2023, the Company has mode are allowed to vote through their demat
to the IEPF, administered by the Central Government. The who do not wish to speak during the AGM but have
registered on the newly launched SMART ODR Portal account maintained with Depositories and Depository
Company requests all the members to encash/ claim their queries may send their request in advance fifteen days
(Securities Market Approach for Resolution through Participants. Shareholders are advised to update their
respective dividends within the prescribed period. The prior to meeting mentioning their name, demat account
Online Disputes Resolution Portal). This platform aims to mobile number and email Id in their demat accounts
dividend amount and shares transferred to the IEPF can be number/folio number, e-mail id, mobile number at
enhance investor grievance resolution by providing access in order to access e-Voting facility.
claimed by the concerned shareholder(s)/legal heir(s) from [email protected]. These queries will be replied
to Online Dispute Resolution Institutions for addressing
the IEPF Authority after complying with the procedure to, by the Company suitably.
complaints. Members can access the SMART ODR portal
via the following link: https://smartodr.in/login. Members prescribed under the IEPF Rules.
may feel free to utilise this online conciliation and/or Members who have not yet encashed their dividends from
arbitration facility, as outlined in the circular, to resolve any the financial year ended 2016-17 are requested to forward
outstanding disputes between members and the Company their claims to the Company’s Registrar and Share Transfer
(including RTA). Pursuant to above-mentioned circulars, Agents on or before 9 September 2024. It may be noted
post exhausting the option to resolve their grievances with that once the unclaimed dividend is transferred to IEPF
the RTA/ Company directly and through existing SCORES as above, no claim shall rest with the Company in respect
platform, the investors can initiate dispute resolution
of such amount. It may also be noted that the unclaimed
through the above mentioned ODR Portal.
dividend amounts which were lying with the Company up
14. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD-PoD1/P/ to the FY 2015-16 have been transferred to IEPF.
CIR/2023/37 dated 16 March 2023 (subsumed as part of
The details of the unclaimed dividends are available on the
the SEBI Master Circular No. SEBI/HO/ MIRSD/POD-1/P/
Company’s website at https://www.nesco.in/shareholder-
CIR/2024/37 dated 7 May 2024), in supersession of earlier
services and IEPF website at www.iepf.gov.in. Members
circular(s) issued on the subject, has prescribed common
are requested to contact the Company’s RTA to claim the
and simplified norms for processing investor service
unclaimed /unpaid dividends.
requests by RTAs and norms for furnishing PAN, KYC

144 Annual Report 2023-24 Annual Report 2023-24 145

Nesco | Believe

Login method for Individual shareholders holding securities in demat mode is given below: B) Login Method for e-Voting and joining virtual available under ‘Shareholder/Member’ section.
meeting for shareholders other than Individual

Corporate Overview
3. A new screen will open. You will have to
Type of shareholders Login Method
shareholders holding securities in demat enter your User ID, your Password/OTP and a
Individual Shareholders holding securities 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com mode and shareholders holding securities in Verification Code as shown on the screen.
in demat mode with NSDL. either on a Personal Computer or on a mobile. On the e-Services home page click on the
physical mode.
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will Alternatively, if you are registered for
prompt you to enter your existing User ID and Password. After successful authentication, How to Log-in to NSDL e-Voting website? NSDL eservices i.e. IDEAS, you can log-in at
you will be able to see e-Voting services under Value added services. Click on “Access
to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on
1. Visit the e-Voting website of NSDL. Open web https://eservices.nsdl.com/ with your existing
company name or e-Voting service provider i.e. NSDL and you will be re-directed to browser by typing the following URL: https:// IDEAS login. Once you log-in to NSDL eservices

Statutory Reports
e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining www.evoting.nsdl.com/ either on a Personal after using your log-in credentials, click on
virtual meeting & voting during the meeting. Computer or on a mobile. e-Voting and you can proceed to Step 2 i.e. Cast
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
your vote electronically.
2. Once the home page of e-Voting system is
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
launched, click on the icon “Login” which is 4. Your User ID details are given below :
3. Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300*** and Client ID is 12******

Financial Statements
your sixteen digit demat account number held with NSDL), Password/OTP and a Verification
Code as shown on the screen. After successful authentication, you will be redirected to NSDL then your user ID is IN300***12******
Depository site wherein you can see e-Voting page. Click on company name or e-Voting b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting For example if your Beneficiary ID is 12************** then your
your vote during the remote e-Voting period or joining virtual meeting & voting during the user ID is 12**************
meeting.
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
company
scanning the QR code mentioned below for seamless voting experience.
For example if folio number is 001*** and EVEN is 101456 then
user ID is 101456001***

5. Password details for shareholders other than a) Click on “Forgot User Details/
Individual shareholders are given below: Password?”(If you are holding
a) If you are already registered for e-Voting, shares in your demat account with
Individual Shareholders holding securities 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user then you can use your existing password to NSDL or CDSL) option available on
in demat mode with CDSL id and password. Option will be made available to reach e-Voting page without any login and cast your vote. www.evoting.nsdl.com.
further authentication. The users to login Easi /Easiest are requested to visit CDSL website
www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your b) If you are using NSDL e-Voting system for b) Physical User Reset Password?”
existing my easi username & password. the first time, you will need to retrieve the (If you are holding shares in
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible physical mode) option available on
‘initial password’ which was communicated
companies where the evoting is in progress as per the information provided by company. On www.evoting.nsdl.com.
clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service to you. Once you retrieve your ‘initial
provider for casting your vote during the remote e-Voting period or joining virtual meeting & password’, you need to enter the ‘initial c) If you are still unable to get the password
voting during the meeting. Additionally, there is also links provided to access the system of all password’ and the system will force you to by aforesaid two options, you can send a
e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website
change your password. request at [email protected] mentioning
directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website c) How to retrieve your ‘initial password’? your demat account number/folio number,
www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration your PAN, your name and your registered
option.
(i) If your email ID is registered in
your demat account or with the address etc.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will company, your ‘initial password’ is d) Members can also use the OTP (One Time
authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat communicated to you on your email
Account. After successful authentication, user will be able to see the e-Voting option where Password) based login for casting the votes
the e-Voting is in progress and also able to directly access the system of all e-Voting Service
ID. Trace the email sent to you from on the e-Voting system of NSDL.
Providers. NSDL from your mailbox. Open the
7. After entering your password, tick on Agree
Individual Shareholders (holding You can also login using the login credentials of your demat account through your Depository email and open the attachment i.e.
to “Terms and Conditions” by selecting on the
securities in demat mode) login through Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see a .pdf file. Open the .pdf file. The
their depository participants e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
check box.
password to open the .pdf file is your
successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting 8. Now, you will have to click on “Login” button.
8 digit client ID for NSDL account, last
service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period or joining virtual meeting & voting during the meeting. 8 digits of client ID for CDSL account 9. After you click on the “Login” button, Home
or folio number for shares held in page of e-Voting will open.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password physical form. The .pdf file contains
Step 2: Cast your vote electronically and join General
option available at abovementioned website. your ‘User ID’ and your ‘initial
Meeting on NSDL e-Voting system.
password’.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
(ii) If your email ID is not registered, How to cast your vote electronically and join General
through Depository i.e. NSDL and CDSL.
please follow steps mentioned below Meeting on NSDL e-Voting system?
Login type Helpdesk details
in process for those shareholders 1. After successful login at Step 1, you will be able to see
Individual Shareholders holding securities in demat Members facing any technical issue in login can contact NSDL helpdesk by sending a
whose email ids are not registered. all the companies “EVEN” in which you are holding
mode with NSDL request at [email protected] or call at 022 - 4886 7000
6. If you are unable to retrieve or have not received shares and whose voting cycle and General Meeting
Individual Shareholders holding securities in demat Members facing any technical issue in login can contact CDSL helpdesk by sending a
mode with CDSL request at [email protected] or contact at toll free no. 1800 22 55 33 the “Initial password” or have forgotten is in active status.
your password:

146 Annual Report 2023-24 Annual Report 2023-24 147

Nesco | Believe

2. Select “EVEN” of the Company to cast your vote attested scanned copy of Aadhar Card) by email to displayed. Please note that the members who do not password by sending a letter or e-mail to the Company’s
during the remote e-Voting period and casting your [email protected] have the User ID and Password for e-Voting or have RTA at [email protected] providing details

Corporate Overview
vote during the General Meeting. For joining virtual forgotten the User ID and Password may retrieve the such as name of the Member, DP ID/Client ID no. and name
2. In case shares are held in demat mode, please provide
meeting, you need to click on “VC/OAVM” link placed same by following the remote e-Voting instructions of the Company. User ID and password will be provided
DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
under “Join Meeting”. mentioned in the notice to avoid last minute rush. through e-mail or SMS or letter as per details of the member
ID), Name, client master or copy of Consolidated
provided by the Depositories or available with the RTA.
3. Now you are ready for e-Voting as the Voting Account statement, PAN (self-attested scanned copy 2. Members are encouraged to join the Meeting through
A person who is not a member, as on the cut-off date
page opens. of PAN card), AADHAR (self-attested scanned copy of Laptops for better experience.
should treat this Notice for information purposes only.
Aadhar Card) to [email protected]. If you
4. Cast your vote by selecting appropriate options i.e. 3. Further Members will be required to allow Camera

Statutory Reports
are an Individual shareholders holding securities in 25. The voting results shall be declared within two working
assent or dissent, verify/modify the number of shares and use Internet with a good speed to avoid any
demat mode, you are requested to refer to the login days from conclusion of the AGM and the resolutions shall
for which you wish to cast your vote and click on disturbance during the meeting.
method explained at step 1 (A) i.e. Login method be deemed to be passed on the date of the AGM, subject
“Submit” and also “Confirm” when prompted.
for e-Voting and joining virtual meeting for 4. Please note that Participants Connecting from Mobile to receipt of requisite number of votes. The declared results
5. Upon confirmation, the message “Vote cast Individual shareholders holding securities in Devices or Tablets or through Laptop connecting via along with the report of the scrutiniser shall be placed on
successfully” will be displayed. demat mode. Mobile Hotspot may experience Audio/Video loss the website of the Company www.nesco.in and on the
due to fluctuation in their respective network. It is website of NSDL at www.evoting.nsdl.com immediately
6. You can also take the printout of the votes cast 3. Alternatively shareholder/members may send a
therefore recommended to use Stable Wi-Fi or LAN after the declaration of results by the Chairman or a person

Financial Statements
by you by clicking on the print option on the request to [email protected] for procuring user
Connection to mitigate any kind of aforesaid glitches. authorised by him. The results along with the report of
confirmation page. id and password for e-voting by providing above
the scrutiniser shall also be immediately forwarded to BSE
mentioned documents. 24. Any person who becomes a member of the Company after
7. Once you confirm your vote on the resolution, you Limited and NSE Limited.
dispatch of the Notice of the AGM and holding shares as
will not be allowed to modify your vote. 4. In terms of SEBI circular dated December 9, 2020
on the cut-off date i.e. Friday, 26 July 2024 and wishing 26. Subject to the receipt of the requisite number of votes, the
on e-Voting facility provided by Listed Companies,
General Guidelines for shareholders to participate in the e-voting may obtain User ID and resolutions shall be deemed to be passed on the date of
individual shareholders holding securities in demat
the AGM i.e., Friday, 2 August 2024.
1. Institutional shareholders (i.e. other than individuals, mode are allowed to vote through their demat
HUF, NRI etc.) are required to send scanned copy account maintained with Depositories and Depository
(PDF/JPG Format) of the relevant Board Resolution/ Participants. Shareholders are required to update By Order of the Board of Directors,
Authority letter etc. with attested specimen signature their mobile number and email ID correctly in their
of the duly authorised signatory(ies) who are demat account in order to access e-Voting facility.
Shalini D. Kamath
authorised to vote, to the Scrutiniser by e-mail to
THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON Mumbai Company Secretary
[email protected] with a copy marked
THE DAY OF THE /AGM ARE AS UNDER:- 20 May 2024 ACS 14933
to [email protected]. Institutional shareholders (i.e.
other than individuals, HUF, NRI etc.) can also upload 1. The procedure for e-Voting on the day of the AGM is
Registered Office:
their Board Resolution / Power of Attorney / Authority same as the instructions mentioned above for remote
Nesco Center, Western Express Highway
Letter etc. by clicking on “Upload Board Resolution e-voting.
Goregaon (East), Mumbai – 400 063
/ Authority Letter” displayed under “e-Voting” tab in
2. Only those Members/ shareholders, who will be
their login.
present in the AGM through VC/OAVM facility and
2. It is strongly recommended not to share your have not casted their vote on the Resolutions through
password with any other person and take utmost remote e-Voting and are otherwise not barred from
care to keep your password confidential. Login doing so, shall be eligible to vote through e-Voting
to the e-voting website will be disabled upon system in the AGM.
five unsuccessful attempts to key in the correct
3. Members who have voted through Remote e-Voting
password. In such an event, you will need to go
will be eligible to attend the AGM. However, they will
through the “Forgot User Details/Password?” or
not be eligible to vote at the AGM.
“Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password. 4. The details of the person who may be contacted
for any grievances connected with the facility for
3. In case of any queries, you may refer the Frequently
e-Voting on the day of the AGM shall be the same
Asked Questions (FAQs) for Shareholders and
person mentioned for Remote e-voting.
e-voting user manual for Shareholders available at the
download section of www.evoting.nsdl.com or call INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE
on.: 022 - 4886 7000 or send a request to Ms. Pallavi AGM THROUGH VC/OAVM ARE AS UNDER:
Mhatre, Sr. Manager at [email protected]
1. Member will be provided with a facility to attend the
Process for those shareholders whose email ids are not AGM through VC/OAVM through the NSDL e-Voting
registered with the depositories for procuring user id system. Members may access by following the steps
and password and registration of e mail ids for e-voting mentioned above for Access to NSDL e-Voting
for the resolutions set out in this notice: system. After successful login, you can see link of
“VC/OAVM” placed under “Join meeting” menu
1. In case shares are held in physical mode please
against company name. You are requested to click
provide Folio No., Name of shareholder, scanned copy
on VC/OAVM link placed under Join Meeting menu.
of the share certificate (front and back), PAN (self-
The link for VC/OAVM will be available in Shareholder/
attested scanned copy of PAN card), AADHAR (self-
Member login where the EVEN of Company will be

148 Annual Report 2023-24 Annual Report 2023-24 149

Nesco | Believe

is accordingly sought for her re-appointment as well as her other Directors, Key Managerial Personnel or their relatives are
continuation as a Director on attainment of seventy-five (75) interested or concerned in the proposed resolution except to

Corporate Overview
years in terms of the said Regulations. the extent of the shareholding if any held in the Company.
STATEMENT SETTING OUT MATERIAL FACTS consultation apart from the traditional practices in these areas.
Mrs. Sudha S. Patel has completed her Masters from University of
The firm has six partners who have rich experience in aforesaid
UNDER SECTION 102 OF THE COMPANIES ACT, Southern California, USA. She founded Sudha Garments over four Item No. 5: Ratification of Cost Auditor’s
functional areas. They have clients across various industries such
decades ago to elevate the status of Indian textiles and clothing remuneration for the financial year ending
2013 as real estate, banking, financial institutions, power and energy,
for exports namely to the Australian and European markets.
Item No. 3: Appointment of Statutory Auditors
infrastructure, manufacturing construction, IT, retail etc. 31 March 2025
She is involved in various philanthropic activities. Mrs. Patel is
The Board of Directors at its meeting held on 20 May 2024, based

Statutory Reports
(Even though explanatory statement is not required for ordinary S G D G have consented to act as statutory auditors and have serving as a trustee of Shrujan Creations in Kutch, where she
business the same is given here on voluntary basis) confirmed that their appointment, if made, would be within the regularly interacts with the local artisans. As the Chairperson on the recommendation of the Audit Committee, appointed
limits specified under Section 141(3)(g) of the Act. S G D G have of the CSR Committee, she has played an active role in the M/s. Y.S. Thakar & Co., Cost Accountants, Mumbai as cost auditors
M/s. Manubhai & Shah LLP, Chartered Accountants (Firm also confirmed, that they are not disqualified to be appointed as (Firm Registration No. 000318) for undertaking cost audit of
establishment of schools and creating health infrastructures in
Registration No. 106041W/W100136), were re- appointed as the statutory auditors in terms of the provisions of Sections 139(1), Karamsad and Tarapur, Gujarat, as part of her Corporate Social the cost accounting records maintained by the Company for
statutory auditors of the Company to hold office for a second term 141(2) and 141(3) of the Act and the Rules. Responsibility initiatives. its Indabrator division at Gujarat (which constitutes 6.58% of
of five consecutive years, from the conclusion of the 60th Annual
The fees proposed to be paid to S G D G from the conclusion the turnover of the Company) for the financial year ending
General Meeting (“AGM”) of the Company (held on 5 August 2019) Other disclosures relating to Mrs. Sudha S. Patel, as required

Financial Statements
of the 65th AGM till the conclusion of 66th AGM is ` 42.50 lakhs under the Listing Regulations are set out as an Annexure 1 to 31 March 2025 at a remuneration not exceeding ` 45,000
upto the conclusion of the 65th AGM.
excluding applicable taxes and out of pocket expenses with the the Notice. (Rupees Forty Five Thousand Only) plus applicable taxes and
As per the provisions of the Act, no listed company shall appoint authority of the Board to make revisions as it may deem fit based out-of-pocket expenses at actuals. The auditors have confirmed
an audit firm (including its affiliate firms) as auditors for more on the recommendation of the Audit Committee. There will be no Mrs. Sudha S. Patel is not disqualified from continuing as a their willingness and that they are eligible for appointment
than two terms of five consecutive years. M/s. Manubhai & Shah material change in the remuneration proposed to be paid to the Director in terms of Section 164 of the Act, and has consented as cost auditors. Considering the limited scope of work at the
LLP, Chartered Accountants will complete their second term said auditors from the last statutory fees paid to M/s. Manubhai to continue as a Director of the Company. She is not debarred
Company’s Indabrator division at Gujarat, the remuneration
of five consecutive years at the conclusion of the forthcoming & Shah, the retiring auditors. The remuneration to be paid to from holding the office of Director by virtue of any order passed
proposed for ratification of the shareholders commensurate
65th AGM. During the year under review, the retiring auditors S G D G for the remaining term shall be mutually agreed by the Securities and Exchange Board of India or any other such
with the scope of the cost auditor’s work.
have not reported any matter under Section 143(12) of the Act. upon by the Board of Directors and the auditors based on authority pursuant to BSE Circular No. LIST/COMP/14/2018-19
The Board of Directors place on record their appreciation for recommendations of the Audit Committee. and NSE Circular No. NSE/CML/2018/24, both dated 20 June 2018. As per Rule 14 of the Companies (Audit and Auditors) Rules, 2014,
the services rendered by M/s. Manubhai & Shah LLP, Chartered the remuneration payable to the said cost auditors is required to
The fees for other statutory certifications and other permissible Based on the recommendation of the Nomination and
Accountants during their term. be ratified by the members of the Company.
non audit services will be in addition to the above statutory audit Remuneration Committee, and taking in account Mrs. Patel’s
Pursuant to provisions of Section 139 of the Act read with the fees and will be decided by the management in consultation seniority, expertise and vast experience, the Board of Directors None of the Directors or Key Managerial Personnel or their
Companies (Audit and Auditors) Rules, 2014, the Board of with the auditors and shall be reviewed by the Audit Committee. are of the opinion that re-appointment of Mrs. Sudha S. Patel and relatives are in any way, concerned or interested, financially or
Directors of the Company at its meeting held on 20 May 2024, her continuation as a Non-executive Director beyond the age
None of the Directors or Key Managerial Personnel or their otherwise, in the resolution set out at item no. 5 except to the
on recommendation of the Audit Committee, have approved of seventy-five (75) years will immensely benefit the Company
relatives are concerned or interested (financially or otherwise) in extent of their shareholding, if any, in the Company.
and recommended to the shareholders the appointment of and accordingly recommends the Special Resolution set out in
M/s. S G D G & Associates, LLP, Chartered Accountants, (Firm the resolution set out at Item No. 3 of this Notice except to the Accordingly, resolution at item no. 5 of the Notice is
item no. 4. for approval of the shareholders.
Registration No. W100188) (“S G D G”) as the statutory auditors of extent of their shareholdings, if any held in the Company. The
recommended by Board of Directors for members approval as
the Company, in place of retiring auditors M/s. Manubhai & Shah Board recommends the Ordinary Resolution as set out at item Other than Mrs. Sudha S. Patel and Mr. Krishna S. Patel (CMD)
an Ordinary Resolution.
LLP, Chartered Accountants for a term of five years to hold office no. 3 of the Notice for approval of the members. who is her son, and members of promoter group none of the
from the conclusion of the 65th AGM until the conclusion of the
Item No. 4: Appoint a Director in place of Mrs.
70th AGM of the Company at a remuneration as may be agreed
upon by the Board of Directors and the auditors based on the Sudha S. Patel (DIN:00187055) who retires from By Order of the Board of Directors,
recommendation of the Audit Committee. office by rotation, and being eligible, offers herself
After evaluating and considering various factors such as for re-appointment and continuation in office Shalini D. Kamath
industry experience, competency of the audit team, efficiency The Members of the Company had approved the following with Mumbai Company Secretary
in conduct of audit, independence, etc., the Board of Directors respect to the directorship of Mrs. Sudha S. Patel (DIN:00187055): 20 May 2024 ACS 14933
of the Company has, based on the recommendation of the
- At the 64th AGM of the Company, held on 4 August 2023,
Audit Committee, proposed the appointment of S G D G as the Registered Office:
members approved the re-appointment of Mrs. Sudha
statutory auditors of the Company. Brief profile of S G D G is Nesco Center, Western Express Highway
S. Patel as a Director retiring by rotation and who being
given below: Goregaon (East), Mumbai – 400 063
eligible had offered herself for re-appointment.
S G D G is a firm of Chartered Accountants registered with The
- At the 64th AGM of the Company held on 4 August 2023,
Institute of Chartered Accountants of India (“ICAI”) having
members approved the continuation of Directorship of
office in Mumbai. S G D G is a member of MSI Global Alliance
Mrs. Sudha S. Patel on attaining the age of seventy five
(“MSI”) a leading international association of independent legal
(75) years in terms of Regulation 17(1A) of the Listing
and accounting firms with more than 250 member firms in
Regulations. On the onset of the said Regulations in
over 100 countries. S G D G is also empanelled with RBI/NBFC
the year 2019 similar approval was also sought from the
and Comptroller and Auditor General of India (“C & AG”). The firm
shareholders under the said Regulations.
is Peer Review compliant with ICAI.
In terms of Section 152(6) of the Act, Mrs. Sudha S. Patel is liable
With an experience of more than 15 years, S G D G & Associates LLP
to retire by rotation at the ensuing AGM and being eligible,
provides value-added services in the arena of audit, assurance,
offers herself for re-appointment. Approval of the members
risk assessment, taxation, corporate advisory, valuations and

150 Annual Report 2023-24 Annual Report 2023-24 151

Nesco | Believe

Annexure 1 Notes
As required by Regulation 36(3) of the Listing Regulations and the Secretarial Standards on General Meetings (SS-2) as laid-down by
The Institute of Company Secretaries of India, additional information relating to the particulars of the Director seeking retirement by
rotation is given herein.

Name of the Director Mrs. Sudha S. Patel

DIN 00187055
Age 85 years
Date of first Appointment 16 July 2001
Brief Profile, Qualification and Expertise in Specific Functional Area As covered in the explanatory statement under Item no. 4.
Terms and conditions of re-appointment As detailed in the resolution and explanatory statement under
item no. 4.
Remuneration last drawn (including sitting fees, if any) ` 7.45 lakhs for FY 2023-24 (Sitting fees for Board and Committee
meetings).
Remuneration proposed to be paid Sitting fees will be paid for Board and Committee meetings
attended by Mrs. Sudha S. Patel.
Number of Meetings of the Board attended during the financial year 2023-24 Mrs. Patel has attended all the five Board Meetings held by the
Company during the FY 2023-24. She has also attended all the
committee meetings in which she is a member and is detailed in
the corporate governance report.
No. of shares held in the Company 45,74,720 Equity shares of ` 2/- each (6.49% of the paid-up share
capital of the Company).
Directorships in other Listed Companies Nil
Membership/Chairmanship of Committees -Chairperson of Stakeholders Relationship Committee
-Chairperson of Corporate Social Responsibility Committee
-Member of Nomination and Remuneration Committee
Resigned/retired as the Director in any listed entities in the past three financial Not applicable since she is not a Director in any other listed
years. Company.
Relationship between Directors and KMP inter-se Mother of Mr. Krishna S. Patel (CMD) and part of Promoter and
Promoter Group. She is not related to any other Director or other
KMP of the Company.

By Order of the Board of Directors,

Shalini D. Kamath
Mumbai Company Secretary
20 May 2024 ACS 14933

Registered Office:
Nesco Center, Western Express Highway
Goregaon (East), Mumbai – 400 063

152 Annual Report 2023-24 Annual Report 2023-24 153

 | [email protected]
Concept, content and design at

Nesco Center
Western Express Highway, Goregaon (East),
Mumbai 400063 Maharashtra, India