Directors Report of Nesco Ltd.

Mar 31, 2025

The Board of Directors are pleased to present herewith the 66th annual report of Nesco Limited along with the audited standalone and consolidated financial statements for the financial year ended 31 March 2025.

1. Overview of Financial Performance

Key financial highlights of the Company for the year ended 31 March 2025 is summarised below:

(H in lakhs)
	Audited Financial Results (standalone)		Audited Financial Results (consolidated)
Particulars	2024-25	2023-24	2024-25	2023-24*
Income	84,566.75	78,312.87	84,566.75	78,312.87
Profit before depreciation and tax	53,909.69	51,715.06	53,909.00	51,715.06
Depreciation	4,992.64	5,416.51	4,992.64	5,416.51
Profit before taxes	48,917.05	46,298.55	48,916.36	46,298.55
Tax expenses	11,395.07	10,020.19	11,395.07	10,020.19
Net profit after taxes	37,521.98	36,278.36	37,521.29	36,278.36
Opening balance of retained earnings	50.00	50.00	50.00	50.00
Amount available for appropriations	37,569.58	36,407.65	37,568.89	36,407.65
Appropriations:
Dividend	4,227.60	3,170.70	4,227.60	3,170.70
Transfer to general reserve	33,291.98	33,186.95	33,291.29	33,186.95
Closing balance of retained earnings	50.00	50.00	50.00	50.00
Earning per share (Basic) (in ?)	53.25	51.49	53.25	51.49
Earning per share (Diluted) (in ?)	53.25	51.49	53.25	51.49
The figures for year ended 31 March 2024 are standalone figures as holding Company incorporated a Wholly Owned Subsidiary (''WOS'') Company in the name of Nesco Retail Private Limited on 21 February 2025.

2. Review of Operations

The revenue for FY 2024-25 was ?84,566.75 lakhs, higher by 7.99% over the previous year''s revenue of ?78,312.87 lakhs in FY 2023-24. The Profit After Tax (''PAT'') for FY 2024-25 was ?37,521.98 lakhs registering a growth of 3.43% over the PAT of ?36,278.36 lakhs in FY 2023-24.

During the year under review, there was no change in the nature of the Company''s business operations. The Company remained debt-free and continued to maintain adequate cash reserves to support its strategic initiatives and operational needs. The Company''s strong working capital management framework, supported by a systematic and disciplined approach, ensured effective monitoring and control over receivables, inventories, and other key financial parameters.

The Company''s performance has been discussed in detail in the Section ''Management Discussion and Analysis Report’ forming part of this annual report.

3. Declaration and payment of Dividend

In keeping with the Company’s practice of returning substantial free cash flow to its shareholders and in view of its financial performance, the Board of Directors is pleased to recommend a final dividend of ?6.50 (325%)

per equity share of ?2/- each for the financial year ended 31 March 2025 (dividend of ?6.00 (300%) per equity share was declared and paid in the previous year). The total dividend payout for the financial year ended 2024-25 would result in an aggregate outflow of ?4,579.90 lakhs.

The proposed dividend is subject to approval by the members at the forthcoming Annual General Meeting (''AGM''). If approved, the final dividend will be distributed to those shareholders whose names appear in the Register of Members as on the Record Date i.e. Wednesday, 23 July 2025, as per the list of shareholders/beneficiaries provided by the Registrar and Share Transfer Agents (''RTA''), the depositories namely National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL'').

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. 1 April 2020 and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961.

Dividend Distribution Policy:

The dividend payment is based upon the parameters mentioned in the dividend distribution policy approved by the Board of Directors of the Company which is in line

with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'').

This policy is uploaded on the Company’s website at https:// www.nesco.in/resources/images/pdf/policy/dividend-distribution-policy.pdf

4. Changes in Share Capital

During the year under review, there was no change in share capital of the Company.

5. Transfer to Reserves

The closing balance of the retained earnings of the Company for FY 2024-25, after all appropriations and adjustments was ?50 lakhs.

6. Review of Subsidiaries

Nesco Foundation for Innovation and Development:

Nesco Foundation for Innovation and Development, the Wholly Owned Subsidiary (''WOS'') of your Company has gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 w.e.f. 20 October 2023 after seeking approval of its Board of Directors and the shareholders. Other formalities of liquidation are underway.

Nesco Hospitality Private Limited:

Nesco Hospitality Private Limited (''NHPL'') erstwhile WOS had gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 and other applicable provisions read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 w.e.f. 17 January 2022. During the year under review, voluntary liquidation of NHPL was completed and the Company was dissolved w.e.f. 2 August 2024.

Nesco Retail Private Limited:

Nesco Retail Private Limited was incorporated on 21 February 2025 as a WOS of the Company. This WOS will be inter-alia carrying on the business of developing, operating, running, managing, and maintaining various amenities including (fuel and non-fuel activities) hospitality, realty and other related activities across locations in India.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (''the Act''), read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, statement containing the salient features of financial statements of the Company''s subsidiary Company is provided, in prescribed Form AOC-1 which forms part of consolidated financial statements of the annual report.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

7. Financial Statements

The Company has prepared its financial statements in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (''Ind AS'') as prescribed by the Ministry of Corporate Affairs (''MCA''). These statements also comply with the applicable provisions of the Act, and relevant circulars issued by the MCA from time to time. The significant accounting policies, applied consistently throughout the year, are described in detail in the accompanying notes to the financial statements. The standalone and consolidated annual financial statements, together with the auditor''s report, constitute an integral part of the annual report.

With the incorporation of Nesco Retail Private Limited, the Company''s Wholly Owned Subsidiary on 21 February 2025, the preparation of consolidated financial statements has become applicable to the Company for the FY 2024-25.

8. Directors'' Responsibility Statement

Your Directors, based on the representations received from the operating management and after due enquiry, confirm in pursuance of Sections 134(3) and 134(5) of the Act, that:

i. The annual accounts for the year ended 31 March 2025 have been prepared in accordance with the applicable accounting standards, with proper explanations provided for their application, and there have been no material departures from the prescribed standards;

ii. The Directors have selected and consistently applied appropriate accounting policies and have made reasonable and prudent judgments and estimates, ensuring that the financial statements present a true and fair view of the Company''s state of affairs as at 31 March 2025 and of its profit for the financial year ended on that date;

iii. They have taken proper and adequate care in maintaining accounting records, as required under the provisions of the Companies Act, 2013 to safeguard the assets of the Company and to prevent and detect any fraud or other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. they have laid down adequate internal financial controls to be followed by the Company and such internal financial controls were operating effectively during the financial year ended 31 March 2025 and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

9. Management Discussion and Analysis

In compliance with Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report is included as an integral part of this report.

10. Directors and Key Managerial Personnel

The Board as on 31 March 2025 comprised of 6 Directors (including 2 women Directors) 4 of which are Non-Executive Independent Directors, 1 Non-Executive Promoter Director and a Managing Director who is also the Chairman of the Company.

Retirement by Rotation:

In accordance with the provisions of the Act, Mrs. Sudha S. Patel (DIN:00187055), Non-Executive Non-Independent Director, who retires by rotation at the ensuing AGM and being eligible has offered herself for re-appointment and continuation as a Director who has attained the age of 75 years in terms of Regulation 17(1A) of the Listing Regulations. A resolution seeking shareholders'' approval for her reappointment along with other required details forms part of the Notice convening the 66th AGM.

Re-appointment of Independent Director:

The Board of Directors at its meeting held on 13 February 2024, upon the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Ms. Amrita V. Chowdhury (DIN:02178520) as an Independent Director of the Company for a 2nd term of 5 consecutive years, commencing from 14 May 2024 and ending on 13 May 2029. This re-appointment was approved by the shareholders through a postal ballot on 21 March 2024.

Independent Directors:

All Independent Directors of the Company have submitted the necessary declarations confirming their compliance with the criteria for independence as specified under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In accordance with Regulation 25(9) of the Listing Regulations, the Board has reviewed and verified the authenticity of these declarations.

Based on this assessment, the Board is of the opinion that all Independent Directors meet the prescribed conditions of independence and continue to remain independent of the management. Furthermore, all Independent Directors have duly complied with the requirements of sub-rules (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, including registration with the Independent Directors'' database maintained by the Indian Institute of Corporate Affairs.

There has been no change in circumstances that may affect their status as Independent Directors. The Board affirms that the Independent Directors collectively possess the integrity, experience, expertise, and proficiency necessary to discharge their responsibilities effectively.

Apart from aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company.

Details of Directors and composition of various Committees of the Board are provided in the corporate governance report forming part of the annual report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving dividend on shares if any held by them, sitting fees for attending the Board, Committee and Independent Directors meetings, and reimbursement of expenses, if any.

Familiarisation Programme for Independent Directors:

All Directors including Independent Directors are provided with an overview of the Company''s operations and functioning at the time of their appointment, as well as through ongoing initiatives. Further details are available in the familiarisation programme'' section of the corporate governance report.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, Mr. Krishna S. Patel (DIN:01519572), Chairman and Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer, and Ms. Shalini Kamath, Company Secretary and Compliance Officer are Key Managerial Personnel of the Company as on 31 March 2025 and as on date of this report. There have been no changes during the FY 2024-25.

11. Board, Committees and Annual General Meeting

Board Meetings:

The Board convened 4 meetings during the year under review, with detailed disclosures provided in the corporate governance report, which forms part of the annual report. The interval between Board meetings remained within the limits prescribed under the Act and the Listing Regulations.

Committees of the Board:

In compliance with the requirements of the Act and the Listing Regulations, the Board has constituted the following 5 Committees as under:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee and

• Corporate Social Responsibility Committee

The roles, responsibilities, composition, and details of meetings held by each of these Committees during the year are provided in the corporate governance report, which forms part of the annual report.

Each Committee is entrusted with specific functions and operates within the framework of authority delegated by the Board, enabling focused deliberation and informed decision-making in their respective areas.

During the year under review, the Board accepted all recommendations made by the audit committee.

Annual General Meeting:

The 65th AGM of the Company was held on 2 August 2024.

12. Annual evaluation of Board performance and performance of its Committees and Directors

In terms of the provisions of the Act, the rules made thereunder, Listing Regulations and the Nomination and Remuneration policy of the Company, the Board of Directors have carried out an annual performance evaluation of its own performance, Board Committees and individual Directors.

In terms of the Nomination and Remuneration policy of the Company, the Board/Nomination and Remuneration Committee (''NRC'') evaluated the performance of the Board, after seeking inputs from all the Directors based on a structured questionnaire containing criteria such as the Board composition and structure, effectiveness of Board processes, information, functioning, etc. The performance of the individual Directors was based on criteria such as the contribution of the individual Director to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee meetings, their contributions, recommendations to the Board, etc.

The above structured criteria were broadly based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India and the Institute of Company Secretaries of India.

The Independent Directors at their separate meeting held on 30 January 2025, reviewed the performance of Non-Independent Directors and the Board as a whole, Chairperson of the Company after considering the views of the Non-Executive Directors, the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The performance was thereafter rated based on the criteria''s set by the Nomination and Remuneration Committee. The Chairperson of the NRC summarised to the Board the entire performance evaluation process. Overall performance evaluation exercise was completed to the satisfaction of the Board.

13. Nomination and Remuneration Policy

The Board, on the recommendation of the NRC, has adopted a policy for the selection, appointment of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The policy is available on the Company''s website at https:// www.nesco.in/resources/images/pdf/Nomination-and-Remuneration-Policy.pdf

The NRC policy provides details of the procedures and criteria for appointment and payment of remuneration to Directors, Key Managerial Personnel, Senior Management Personnel, and other employees of the Company. The salient feature of the policy is as under:

Whole Time Directors:

The NRC shall be responsible for identifying suitable persons for appointment/re-appointment of the Directors of the Company. The proposed persons shall possess appropriate expertise, experience, and knowledge in one or more fields of business of the Company, finance, law, management, sales, marketing, administration, real estate, corporate social responsibility, corporate governance, or such other areas related to the Company''s business as determined by the NRC. The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission/performance linked bonus (variable components wherever applicable as per terms of appointment) to its Whole Time Director. Salary is paid based on the recommendations of the Nomination and Remuneration Committee and as approved by the Board of Directors, subject to the approval of the shareholders within the limits stipulated under the Act and the rules made thereunder. The remuneration paid to the Whole Time Director is determined keeping in view the industry benchmark and the relative performance of the Company compared to the industry performance.

Non-Executive Directors:

Non-Executive Directors receive sitting fees for attending meetings of the Board and its Committees as per the provisions of the Act and the rules made thereunder. Besides payment of sitting fees and dividends on equity shares, if any, held by the Non- Executive Directors. No other remuneration or payments are made to them.

Key Managerial Personnel (other than Executive Director):

The Managing Director shall be responsible for identifying suitable persons for the position of Key Managerial Personnel (''KMP'') i.e. Chief Financial Officer and Company Secretary. While evaluating a person for appointment as KMP, factors such as competence, integrity, qualifications, expertise, skills, and experience shall be taken into consideration.

The remuneration of KMP other than the Executive Director largely consists of basic salary, perquisites, allowances and variable pay.

Perquisites and retirement benefits are paid according to the Company''s policy. The NRC reviews the performance of the KMPs annually and recommends their increments for the approval of the Board. The Company while deciding the remuneration package, also takes into consideration the expertise contributed by the KMP, current employment scenario and remuneration package prevalent in the industry and peer group companies.

Senior Management Personnel (''SMP''):

The Managing Director reviews the performance of the SMPs and recommends the same for the approval of the NRC who thereafter recommends the same for approval of the Board. While deciding the remuneration package the Company also takes into consideration the current employment scenario and remuneration package prevalent in the industry and peer group companies.

Other employees:

The appointment and remuneration including revision in remuneration of other employees shall be decided by the Human Resources Department in consultation with the matrix manager within the overall framework of compensation and appraisal practices of the Company and under the overall authority of the Managing Director.

14. Corporate Social Responsibility (''CSR'')

The Company has been carrying out various CSR activities in terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time-to-time. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure A of this report in the format prescribed in the said rules.

For the financial year ended 31 March 2025, the Company''s CSR liability, in accordance with Section 135 of the Act and the rules made thereunder (as amended from time to time), along with the approved CSR annual action plan, amounted to ?662.96 lakhs and the Company has fully spent this amount and as of 31 March 2025, and there was no unspent CSR amount pending.

The CSR policy is available on the Company''s website at https://www.nesco.in/resources/images/pdf/policy/CSR-policy.pdf. For other details regarding the CSR Committee please refer to the corporate governance report, which is a part of this annual report.

15. Internal Financial Control Systems and their Adequacy

The Company has implemented an effective internal control system aligned with its size and operational complexity. These controls help to ensure that transactions are authorised, properly recorded, and that assets are safeguarded from significant misuse or loss. The system supports compliance with accounting standards and includes a comprehensive internal audit program guided by pre-approved plans. Oversight is provided by management and the audit committee through regular reviews and discussions with the governance risk committee. Internal audits are independently conducted across key risk areas, reinforcing accuracy in financial reporting and regulatory compliance. Details on internal controls are outlined in the Management Discussion and Analysis section of this report.

16. Material changes and commitment, if any, affecting the financial position of the Company from the end of the financial year till the date of this report

No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

17. Statutory Auditors and Audit Report

The shareholders at the 65th AGM held on 2 August 2024 approved the appointment of S G D G & Associates LLP (''S G D G'') Chartered Accountants (Firm Registration No.: W100188), as statutory auditors of the Company for a term of 5 consecutive years from the conclusion of the 65th AGM to hold office till the conclusion of the 70th AGM of the Company at such remuneration as may be determined by the Board of Directors and the said auditors from time to time on the recommendation of the audit committee.

The Company has received their willingness certificate to continue as statutory auditors of the Company. They have also submitted their eligibility certificate stating they are not disqualified to continue to hold the office of statutory auditors. They also continue to hold a valid peer review certificate. The auditors have issued an unmodified opinion report on the standalone and consolidated financial statements of the Company for FY 2024-25 which forms part of the annual report. During the year under review, the auditors have not reported any matter under Section 143(12) of the Act and therefore no details are disclosed under Section 134(3)(ca) of the Act.

18. Cost Auditors and Audit Report

Your Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, your Company has been making and maintaining such cost records as per the requirements. In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the audit committee recommended and the Board of Directors has appointed Y. S. Thakar & Co., Cost Accountants, (Firm Registration No. 000318) being eligible, as cost auditors of the Company, to carry out the cost audit of the products manufactured by the Company in relation to the financial year ending 31 March 2026 for its Indabrator division at Gujarat. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The cost auditors have confirmed they are not disqualified to be appointed as the cost auditors of your Company for the year ending 31 March 2026. The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of the audit committee. In terms of the Act and rules made thereunder, the requisite resolution for ratification of remuneration of the cost auditors by the members has been set out in the Notice convening the 66th AGM. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the cost auditors would

be reasonable, fair and commensurate with the scope of work carried out by them.

The cost audit report for the year ended 31 March 2024 was filed with MCA on 11 June 2024.

The cost auditor’s report does not contain any qualifications, reservations, adverse remarks, or disclaimers. During the year under review, the cost auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are disclosed under Section 134(3)(ca) of the Act.

19. Secretarial Auditor and Audit Report

In accordance with the provisions of Section 204 of Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Ms. Neeta H. Desai of ND & Associates, Practicing Company Secretary, to conduct the secretarial audit for the financial year ended 31 March 2025.

The annual secretarial compliance report issued by the secretarial auditor in terms of Regulation 24A of Listing Regulations, was submitted to the stock exchanges within the statutory timelines.

The secretarial audit report for financial year ended 31 March 2025 does not contain any qualification, reservation, or adverse remark, except for the comments detailed in the report which is self-explanatory and is attached as Annexure B to this report.

Furthermore, pursuant to Section 204 of the Act, read with the relevant rules and the Listing Regulations, as amended from time to time, the Board of Directors based on the recommendation of the audit committee has recommended the appointment of Ms. Neeta H. Desai (FCS No. 3262; COP No. 4741) of ND & Associates as the secretarial auditor of the Company for one term of 5 consecutive years to hold office commencing from the financial year 2025-26 till financial year 2029-30. Her remuneration shall be determined by the Board of Directors and the secretarial auditor, based on the recommendation of the audit committee, from time to time. Details of the remuneration proposed for the FY 2025-26 and her brief profile is detailed in the Notice convening the ensuing AGM.

Ms. Neeta H. Desai has confirmed that she is eligible and has given her consent for appointment as secretarial auditor of the Company for one term of 5 consecutive years and holds a valid peer review certificate, in compliance with the applicable provisions of the Act and the rules framed thereunder.

A resolution seeking shareholder''s approval for her appointment has been included in the Notice convening the 66th AGM.

20. Risk Management

The Company has formulated and implemented a Risk Management policy, in line with the requirements of Listing Regulations. A Risk Management Committee has been constituted by the Board of Directors to oversee the Company''s risk management framework. This includes

identifying and assessing key risks, implementing mitigation measures, monitoring their effectiveness, and reporting in accordance with regulatory guidelines. The Committee plays a key role in supporting the Board in discharging its oversight responsibilities related to enterprise risk management.

The Risk Management Committee functions under defined terms of reference set by the Board and is responsible for framing, implementing, and reviewing the Company''s risk management plan. The audit committee provides additional oversight specifically in relation to financial risks and internal controls.

The Risk Management policy is available on the Company''s website at https://www.nesco.in/resources/images/pdf/ policy/Risk-Management-Policy.pdf.

During the year, the Board was of the view that no risk elements were identified that could pose a threat to the Company''s continued operations.

Details of the Committee''s composition are provided in the corporate governance report. A dedicated section on the Company''s risk management practices is also included in the Management Discussion and Analysis Report, forming part of this report.

21. Whistle Blower Policy and Vigil Mechanism

The Company maintains a zero-tolerance stance towards unethical conduct and upholds the highest standards of integrity in all its business dealings. To support this commitment, a whistle blower policy and a vigil mechanism are in place, enabling stakeholders, employees, and directors to report concerns related to unethical behaviour, suspected fraud, or violations of the Company''s Code of Business Conduct and Ethics.

The policy ensures confidentiality and provides safeguards against any form of victimisation for individuals who raise concerns. It also allows for direct access to the Chairperson of the audit committee when necessary. The Company affirms that no individual has been denied access to the audit committee. Concerns can be reported via email at [e-mail]. The Whistle Blower policy is accessible on the Company''s website at https://www.nesco. in/resources/images/pdf/policy/whistle-blower-policy. pdf and is also available on the internal Human Resource Management System (''HRMS'') portal. To reinforce awareness and compliance, the Company conducted both online and offline training sessions for employees and workers on this policy.

No complaints were reported under this policy for the year under review.

22. Particulars of Loans, Guarantees, and Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Act, forms part of note no. 38 to the standalone financial statements provided in this annual report.

BRSR provides disclosures aligned with the 9 principles of the National Guidelines on Responsible Business Conduct (''NGRBC'').

32. Credit Rating

The Company continues to remain debt-free. There was no requirement to avail credit rating from any agencies for the year under review.

During the year SES ESG Research Private Limited (''SES'') has, assigned an ESG Score (Adjusted) as 68.8 for the Company based on the BRSR data pertaining to FY 2023-24.

33. Human Resources

For details, please refer to the Human Resources and Industrial Relations section within the Management Discussion and Analysis Report.

23. Related Party Transactions

All Related Party Transactions (''RPTs'') entered into during the year were conducted in its ordinary course of business and on an arm''s length basis. Accordingly, there are no transactions requiring disclosure under Section 188(1) of the Act and Form AOC-2 is not applicable for FY 2024-25 and hence do not form part of this report. There were no materially significant RPTs that could pose a conflict of interest with the Company.

Wherever required, prior approval of the audit committee was obtained for RPTs. Disclosures as per Ind AS-24 are provided in Note No. 42 of the standalone audited financial statements.

The policy on Related Party Transactions is available on the Company’s website at https://www.nesco.in/resources/ images/pdf/Policy-on-Materiality-of-Related-Party-Transactions-and-on-dealing-with-Related-Party.pdf

24. Significant and Material Orders passed by the Regulators/Courts/Tribunals

During the year under review, no significant or material orders were passed by any regulators, courts, or tribunals that would impact the Company''s going concern status or its future operations.

25. Compliance with Secretarial Standards

The Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India, as required under Section 118(10) of the Act for the financial year ended 31 March 2025.

26. Corporate Governance Report and Certificate

Pursuant to Regulation 34 of the Listing Regulations, the corporate governance report is included as an integral part of this annual report. In compliance with Schedule V of the Listing Regulations, an Independent auditor''s certificate on corporate governance has been obtained from S G D G & Associates LLP, chartered accountants, the Company''s statutory auditors.

27. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The details relating to energy conservation, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act and the applicable rules, are provided in Annexure C to this report.

28. Particulars of Employees and Related Disclosures

The disclosures required under Section 197(12) of the Act, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure D to this report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act, read with Rule 5(2) and 5(3) of said rules is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail].

29. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at https://www.nesco.in/financials. (under section annual reports-annual return).

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has implemented a policy on Prevention, Prohibition, and Redressal of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. An Internal Complaints Committee (''ICC'') has been constituted to address and resolve complaints related to sexual harassment in a fair and transparent manner.

The policy outlines the procedures for reporting and investigating such incidents and applies to all women employees, including those who are permanent, temporary, contractual, or trainees. It also includes safeguards to protect complainants from any form of retaliation or victimisation.

During the year under review, the Company did not receive any complaints under this policy. To reinforce awareness and compliance, the Company conducted training sessions for its employees and workers.

The policy is accessible on the Company''s website at https:// www.nesco.in/resources/images/pdf/policv/policy-on-sexual-harrassment-at-workplace.pdf and is also available on the intranet.

31. Business Responsibility and Sustainability Report

In compliance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (''BRSR'') forms part of this annual report, outlining the Company''s Environmental, Social, and Governance (''ESG'') initiatives for the financial year ended 31 March 2025. The

34. General Disclosures

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) raising of funds through preferential allotment or qualified institutions placement; (d) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and (e) instance of one-time settlement with any bank or financial institution.

35. Acknowledgement

Your Directors wish to convey their appreciation for the support extended by its employees, customers, bankers, government agencies, suppliers, shareholders'' and all others associated with the Company as its business partners.

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Mar 31, 2024

The Board of Directors are pleased to present herewith the 65th annual report of Nesco Limited along with the audited financial statements for the financial year ended 31 March 2024.

1. Financial Highlights

The table below gives the financial highlights of the Company for the year ended 31 March 2024 on audited financial statements as compared to the previous financial year.

('' in lakhs)

Particulars	Audited Financial Results
	2023-24	2022-23
Income	78,312.87	60,911.81
Profit before depreciation and tax	51,715.06	39,974.45
Depreciation	5,416.51	3,277.42
Profit Before Taxes	46,298.55	36,697.03
Tax Expenses	10,020.19	7,633.39
Net Profit after Taxes	36,278.36	29,063.64
Opening Balance of Retained Earnings	50.00	50.00
Amount available for appropriations:	36,407.65	29,109.03
Appropriations:
Dividend	3,170.70	2,113.80
Transfer to General Reserve	33,186.95	26,945.23
Closing Balance of Retained Earnings	50.00	50.00
Earning Per Share (Basic) (in '')	51.49	41.25
Earning Per Share (Diluted) (in '')	51.49	41.25

2. Review of Operations

The revenue for FY 2023-24 was '' 78,312.87 lakhs, higher by 28.57% over the previous year''s revenue of '' 60,911.81 lakhs in FY 2022-23. The Profit After Tax ("PAT") for FY 202324 was '' 36,278.36 lakhs registering a growth of 24.82% over the PAT of ? 29,063.64 lakhs in FY 2022-23.

During the year under review, there was no change in the nature of the Company''s business. The Company continued to be debt-free and maintained sufficient cash to meet its strategic and operational requirements. The Company''s working capital management is robust and involves a well-organised process, which facilitates continuous monitoring and control over receivables, inventories, and other parameters.

The performance of the Company''s divisions is detailed in the Management Analysis and Discussion Report.

3. Declaration and Payment of Dividend

In line with the practice of returning substantial free cash flow to shareholders and based on the Company''s performance, your Directors are pleased to recommend a final dividend of ? 6/- (300%) (? 4.50/- per equity share declared and paid in the previous year) per equity share of ? 2 each for the financial year ended 31 March 2024. The total dividend for the financial year 2023-24, would involve a total outflow of ? 4,227.60 lakhs.

The Dividend, as recommended by the Board of Directors, if approved by shareholders at the forthcoming AGM will be paid on or before Tuesday, 20 August 2024 to those members whose names are registered in the Register of members of the Company as on Friday, 26 July 2024 and to the beneficiary holders as per the beneficiary list as on Friday, 26 July 2024 provided by National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL").

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. 1 April 2020 and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will be closed from Saturday, 27 July 2024 to Friday, 2 August 2024 (both days inclusive) for the purpose of Annual General Meeting and Dividend.

4. Dividend Distribution Policy

Dividend payout is in accordance with the Company''s Dividend Distribution Policy. As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), the Dividend Distribution Policy is available on the Company''s website at https://www.nesco.in/resources/images/pdf/policy/ dividend-distribution-policy.pdf

5. Share Capital

During the year under review, there was no change in share capital of the Company.

6. Transfer to Reserves

The closing balance of the retained earnings of the Company for FY 2023-24, after all appropriations and adjustments was ? 50 lakhs.

7. Review of Subsidiaries

a. Nesco Foundation for Innovation and Development:

Nesco Foundation for Innovation and Development, the Wholly Owned Subsidiary ("WOS") of your Company has gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 w.e.f. 20 October 2023 after seeking approval of its Board of Directors and the shareholders. Insolvency professional registered with Insolvency and Bankruptcy Board of India ("IBBI") is appointed as liquidator of this subsidiary for undertaking the liquidation process. Other formalities of liquidation are underway.

b. Nesco Hospitality Private Limited:

Nesco Hospitality Private Limited, erstwhile Wholly Owned Subsidiary ("WOS") of your Company had gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 and other applicable provisions read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 w.e.f. 17 January 2022. The final report after realisation of assets and liabilities is filed with the Registrar of Companies and Insolvency and Bankruptcy Board of India ("IBBI"). An order from National Company Law Tribunal ("NCLT") is awaited, on receipt of which the same shall be filed with the Ministry of Corporate Affairs ("MCA").

Your Company does not have any material subsidiary. There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("the Act").

Since both the above subsidiaries are into liquidation there is no requirement for these subsidiaries for preparing its financial statements for the FY 2023-24.

8. Financial Statements

Your Company has adopted accounting principles generally accepted in India including the Indian Accounting Standards ("Ind AS") notified by Ministry of Corporate Affairs ("MCA") and the relevant provisions of the Companies Act, 2013 and the general circulars issued by the MCA from time to time. The material accounting policies which are consistently

applied have been set out in notes to the financial statements. The annual financial statements together with the report of the auditors'' thereon forms part of this annual report. Since the Company does not have any subsidiaries, joint venture companies or associates as on 31 March 2024, consolidation of accounts is not applicable to the Company.

9. Directors'' Responsibility Statement

To the best of their knowledge and ability and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act that:

i. In the preparation of annual accounts for the year ended 31 March 2024, the applicable accounting standards have been followed and no material departures, have been made from the same;

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, if any;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. Management Discussion and Analysis

As required by Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report forms part of this annual report.

11. Directors and Key Managerial Personnel

As on 31 March 2024, the Board comprised of ten Directors (including two women Directors) eight of which were Nonexecutive Independent Directors, one Non-executive Nonindependent Director and a Managing Director who is also the Chairman.

Mrs. Sudha S. Patel (DIN:00187055), Non-executive Nonindependent Director, who retires by rotation at the ensuing AGM and being eligible has offered herself for re-appointment and continuation as a Director who has attained the age of (75) seventy-five years in terms of Regulation 17(1A) of the Listing Regulations. A resolution

seeking shareholders'' approval for her re-appointment

along with other required details forms part of the Notice.

The Board of Directors at its meetings held on:

i. 24 May 2023 based on the recommendations of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Krishna S. Patel (DIN:01519572) as the Chairman & Managing Director of the Company for a period of five years w.e.f. 1 July 2023 upto 30 June 2028 which was subsequently approved by the shareholders at the AGM held on 4 August 2023.

ii. 12 July 2023 based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Manu M. Parpia (DIN:00118333) as an additional and Independent Director of the Company for a second term from 15 July 2023 till 31 March 2024 which was subsequently approved by the shareholders through a Postal Ballot on 7 October 2023.

iii. 12 July 2023 based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Dr. Ramakrishnan Ramamurthi (DIN:00120246) and Mr. Manish I. Panchal (DIN:08431492) as additional and Independent Directors of the Company to hold office for a term of five consecutive years w.e.f. 15 July 2023 upto 14 July 2028 which was subsequently approved by the shareholders through a Postal Ballot on 7 October 2023.

iv. 13 February 2024 based on the recommendations of the Nomination and Remuneration Committee, approved the appointment of Mr. Arun L. Todarwal (DIN:00020916) as an additional and Independent Director of the Company for a term of five consecutive years w.e.f. 13 February 2024 upto 12 February 2029 which was subsequently approved by the shareholders through a Postal Ballot on 21 March 2024.

v. 13 February 2024 based on the recommendations of the Nomination and Remuneration Committee, approved the re-appointment of Ms. Amrita V. Chowdhury (DIN:02178520) 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 which was subsequently approved by the shareholders through a Postal Ballot on 21 March 2024.

Mr. Mahendra K. Chouhan, Mr. Jai S. Diwanji, Mr. K.S. Srinivasa Murty and Mr. Manu M. Parpia ceased to be Directors of the Company from the close of business hours on 31 March 2024, pursuant to completion of their second term as Independent Directors of the Company. The ability of the Independent Directors to foster a collaborative and supportive environment has created a Board culture that was not only productive but was also deeply enriching. The Board places on record its appreciation for the substantial contributions made by these Directors.

In the opinion of the Board, all the Independent Directors are persons of integrity, fulfil requisite conditions as per applicable laws and are independent of the management of the Company.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. The Directors have further confirmed that they are not debarred from holding office of Director under any SEBI order or any such other authority. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year there has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the Non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving dividend on shares if any held by them, sitting fees for attending the Board and Committee meetings, and reimbursement of expenses, if any.

12. Key Managerial Personnel

Ms. Jinal J. Shah has resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 18 August 2023 and Ms. Shalini Kamath was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 8 November 2023.

Pursuant to the provisions of Section 203 of the Act, Mr. Krishna S. Patel, Chairman & Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Ms. Shalini Kamath, Company Secretary & Compliance Officer are the Key Managerial Personnel ("KMP") of the Company as on 31 March 2024.

13. Number of meetings of the Board

During the year under review, five meetings of the Board were held, the details of which are given in the Corporate Governance Report which forms part of this annual report. The maximum interval between any two meetings did not exceed one hundred and twenty days, as prescribed by the Act and the Listing Regulations.

14. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The Board has constituted five committees namely Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Risk Management Committee. All the recommendations

made by these Committees were accepted by the Board. Details of Committees, their composition, meetings held and attended by members, including their reconstitution post the change in the Board of Directors are provided in the Corporate Governance Report forming part of this annual report.

15. Board Evaluation

In terms of the provisions of the Act, the Rules made thereunder, Listing Regulations and the Nomination and Remuneration Policy of the Company, the Board of Directors have carried out an annual performance evaluation of its own performance, Board Committees and individual Directors.

In terms of the Nomination and Remuneration Policy of the Company, the Board of Directors at its meeting held on 13 February 2024 evaluated the performance of the Board, after seeking inputs from all the Directors based on a structured questionnaire containing criteria such as the Board composition and structure, effectiveness of Board processes, information, functioning, etc. The performance of the individual Directors was based on criteria such as the contribution of the individual Director to the Board and Committee meetings, preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of Committees, effectiveness of Committee Meetings, their contributions, recommendations to the Board, etc.

The above structured criteria were broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and The Institute of Company Secretaries of India.

The Independent Directors at their separate meeting, reviewed the performance of Non-independent Directors and the Board as a whole, Chairperson of the Company after considering the views of the Non-executive Directors, the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The performance was thereafter rated based on the criteria''s set by the Nomination and Remuneration Committee. The overall performance evaluation exercise was completed to the satisfaction of the Board. The Board of Directors deliberated on the outcome and agreed to take necessary steps going forward.

16. Familiarisation Programme for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. Refer to the paragraph on Familiarisation Programme in the Corporate Governance Report.

17. Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has adopted a policy for the selection, appointment of Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The Policy is available on the Company''s website at https:// www.nesco.in/resources/images/pdf/policy/nomination-and-remuneration-policy.pdf

The NRC Policy provides details of the procedures and criteria for appointment and payment of remuneration to Directors, Key Managerial Personnel, Senior Management Personnel, and other employees of the Company. The salient features of the Policy is as under:

Whole Time Directors

The NRC shall be responsible for identifying suitable persons for appointment/re-appointment of the Directors of the Company. The proposed persons shall possess appropriate expertise, experience, and knowledge in one or more fields of business of the Company, finance, law, management, sales, marketing, administration, real estate, Corporate Social Responsibility, Corporate Governance, or such other areas related to the Company''s business as determined by the NRC. The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and commission (variable components wherever applicable as per terms of appointment) to its Whole Time Director. Salary is paid based on the recommendations of the Nomination and Remuneration Committee and as approved by the Board of Directors, subject to the approval of the shareholders within the limits stipulated under the Act and the Rules made thereunder. The remuneration paid to the Whole Time Director is determined keeping in view the industry benchmark and the relative performance of the Company compared to the industry performance.

Non-executive Directors

Non-executive Directors receive sitting fees for attending meetings of the Board and its Committees as per the provisions of the Act and the Rules made thereunder. Besides payment of sitting fees and dividends on equity shares, if any, held by the Non-executive Directors, no other remuneration or payments are made to them.

Key Managerial Personnel (KMPs other than Executive Director)

The Managing Director shall be responsible for identifying suitable persons for the position of Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary. While evaluating a persons for appointment as Key Managerial Personnel, factors such as competence, integrity, qualifications, expertise, skills, and experience shall be taken into consideration.

The remuneration of KMP other than the Executive Director largely consists of basic salary, perquisites, allowances and variable pay.

Perquisites and retirement benefits are paid according to the Company''s policy. The NRC reviews the performance of the KMPs annually and recommends their increments for approval of the Board. Company while deciding the remuneration package also takes into consideration the expertise contributed by the KMP, current employment scenario and remuneration package prevalent in the industry and peer group companies.

Senior Management Personnel ("SMP")

The Managing Director reviews the performance of the SMPs and recommends the same for the approval of the NRC who thereafter recommends the same for approval of the Board. While deciding the remuneration package the Company also takes into consideration the current employment scenario and remuneration package prevalent in the industry and peer group companies.

Other employees

The appointment and remuneration including revision in remuneration of other employees shall be decided by the Human Resources Department in consultation with the matrix manager within the overall framework of compensation and appraisal practices of the Company and under the overall authority of the Managing Director.

18. Corporate Social Responsibility ("CSR")

Your Company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act and the Rules made thereunder. A brief outline on the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the FY 2023-24, the Company has spent ? 504.11 lakhs towards CSR expenditure, in terms of the CSR annual action plan approved by the CSR Committee and the Board of Directors, from time to time. The CSR initiatives of the Company were under the thrust areas of education and health.

The CSR Policy is available on the Company''s website at https://www.nesco.in/resources/images/pdf/policy/CSR-policy.pdf. For other details regarding the CSR Committee please refer to the Corporate Governance Report, which is a part of this annual report.

19. Internal financial control systems and their adequacy

Internal controls are the backbone of governance. The Company has in place systems, policies and procedures for ensuring efficient conduct of its business, prevention and detection of frauds and errors with remedial measures and safeguard of the Company''s assets. These financial controls also ensure the accuracy and completeness of the accounting records and the timely preparation of reliable financial statements as per the regulatory requirements.

The monitoring of these controls is undertaken by the Audit Committee through periodic management reviews and discussions with the Group Risk Committee members. The internal auditor conducts independent audits of various risk areas as per pre-approved internal audit plans. A section on internal control is included in the Management Discussion and Analysis Report forming part of this annual report.

20. Material changes and commitment, if any, affecting the financial position of the Company from the end of the financial year till the date of this Report

There were no material changes and commitment affecting the financial position of the Company from the end of the financial year till the date of this report. There has been no change in the nature of business of your Company.

21. Statutory auditors and audit report

M/s. Manubhai & Shah LLP, Chartered Accountants Firm Registration No.: 106041W/W100136), were re-appointed as statutory auditors of the Company to hold office for a second term from the conclusion of the 60th AGM (held on 5 August 2019) upto the conclusion of the 65th AGM (to be held on 2 August 2024). As per the provisions of the Act and the Rules made thereunder no listed company shall appoint an audit firm (including its affiliate firms) as auditors for more than two terms of five consecutive years. M/s. Manubhai & Shah LLP, Chartered Accountants, will complete their second term at the conclusion of the forthcoming 65th AGM. The Board places its appreciation for the services rendered by the retiring auditors during their term as the statutory auditors of the Company.

Pursuant to Section 139 of the Act, and on the recommendation of the Audit Committee, it is now proposed to appoint, M/s. S G D G & Associates LLP ("S G D G") Chartered Accountants (Firm Registration No.: W100188), as statutory auditors of the Company for a term of five consecutive years from the conclusion of the 65th AGM till the conclusion of the 70th AGM at such remuneration as may be determined by the Board of Directors and the said auditors from time to time on the recommendation of the Audit Committee.

After evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., the Board of Directors of the Company based on the recommendation of the Audit Committee has proposed the appointment of S G D G as the statutory auditors of the Company. S G D G have consented to their appointment as the statutory auditors and have confirmed that the appointment if made, would be within the limits specified under Section 141 (3)(g) of the Act and that they are not disqualified to be appointed as the statutory auditors in terms of the provisions of Section 139 and 141 of the Act and the Rules framed thereunder. The Company has received the willingness, eligibility, and peer review certificate from the proposed statutory auditors.

A brief profile of the said auditors and other information required for their appointment is forming part of the Notice of the 65th AGM and the Board recommends seeking consent of its members at the ensuing AGM for appointment of the said auditors.

The report given by the retiring auditors M/s. Manubhai & Shah LLP, on the financial statements of your Company for the financial year ended 31 March 2024 is part of the annual report. The notes on the audited financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any comments. The Auditors'' Report does not contain qualifications, reservations, adverse remarks or disclaimers.

The auditors have issued an unmodified opinion on the audited financial statements for the financial year ended 31 March 2024. During the year under review, the auditors have not reported any matter under Section 143(12) of the Act and therefore no details are disclosed under Section 134(3)(ca) of the Act.

22. Cost auditors and audit report

Your Company is required to make and maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act. Accordingly, your Company has been making and maintaining such cost records as per the requirements. In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules, 2014, the Audit Committee recommended and the Board of Directors has appointed M/s. Y.S. Thakar & Co., Cost Accountants, (Firm Registration No. 000318) being eligible, as cost auditors of the Company, to carry out the cost audit of the products manufactured by the Company in relation to the financial year ending 31 March 2025 for its Indabrator division at Gujarat. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder. The cost auditors have confirmed they are not disqualified to be appointed as the cost auditors of your Company for the year ending 31 March 2025. The remuneration of cost auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of the Act and Rules made thereunder, the requisite resolution for ratification of remuneration of the cost auditors by the members has been set out in the Notice of the 65th AGM of your Company. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the cost auditors would be reasonable, fair and commensurate with the scope of work carried out by them. The cost audit report for the year ended 31 March 2023 was filed with the Ministry of Corporate Affairs on 19 June 2023.

The cost Auditors'' Report does not contain any qualifications, reservations, adverse remarks, or disclaimers. During the year under review, the cost auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are disclosed under Section 134(3)(ca) of the Act.

23. Secretarial auditor and audit report

The secretarial audit for the financial year ended 31 March 2024 was carried out by Ms. Neeta H Desai (COP No. 4741) of M/s. ND & Associates, Practicing Company Secretary. The report given by the secretarial auditor is set as Annexure B and forms an integral part of this report. The secretarial audit report does not contain any qualifications, reservations, adverse remarks, or disclaimers except for their observation which is self-explanatory and detailed in the secretarial audit report.

During the year, the secretarial auditor has not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act. In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms. Neeta H. Desai of ND & Associates, Practicing Company Secretary as the secretarial auditor of the Company for the financial year ending 31 March 2025. Your Company has received her written consent that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder. The secretarial auditor has confirmed that she is not disqualified to be appointed as the secretarial auditor of the Company for the financial year ending 31 March 2025 and also holds the peer review certificate.

24. Risk Management

The objective of the Risk Management process in the Company is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively, and improve organisational resilience and sustainable growth. Your Company has developed and implemented a Risk Management Policy. The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Board has set the terms of reference on the basis of which the Committee functions and is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in financial risks and controls. In the opinion of the Board of Directors during the year, there were no elements of risks identified which may threaten the existence of the Company. Details of the constitution of the Risk Management Committee are given in the Corporate Governance Report. A section on Risk Management practices of the Company is included in the Management Discussion and Analysis Report, which forms part of this annual report.

25. Whistle Blower Policy and Vigil Mechanism

Your Company has zero tolerance for any form of unethical conduct or behaviour and it adheres to uncompromising integrity in the conduct of its business. The Company has in place a Whistle Blower Policy through which its Stakeholders, Directors, and Employees can report genuine concerns about unethical behaviour and actual

or suspected fraud or violation of the Company''s Code of Business Conduct and Ethics. The Policy provides for adequate safeguards against victimisation of Director(s)/ Employee(s) who may avail redressal mechanism as stipulated under the Policy. It also provides for direct access to the Chairman of the Audit Committee as may be applicable. It is affirmed that no person has been denied access to the Audit Committee. The e-mail id for reporting genuine concerns is [e-mail]

This Policy is available on the website of the Company at https://www.nesco.in/resources/images/pdf/policy/ whistle-blower-policy.pdf and also is posted on the intra net of the Company. During the year, an awareness session was conducted for the employees on the said Policy.

26. Particulars of Loans, Guarantees, and Investments

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Act are given in the notes to the financial statements.

27. Related Party Transactions

During the year under review, prior approval of the Audit Committee and Board of Directors was sought for Related Party Transactions ("RPTs") wherever required. The RPTs entered by the Company with the related parties were on arm''s length basis and in ordinary course of business. Except to the extent of the shares held in the Company, the remuneration and sitting fees paid to the Directors of the Company, none of the Directors and Key Managerial Personnel have any material pecuniary relationship vis-avis the Company. The details of the RPTs as per Ind AS-24 on Related Party Disclosures are set out in Note no. 42 to the audited financial statements of the Company.

There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the weblink is https://www.nesco.in/resources/images/pdf/policy/ policy-on-related-party-transactions.pdf

28. Significant and material orders passed by the regulators/courts/tribunals

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

29. Compliance with Secretarial Standards

During the FY 2023-24, the Company has complied with the Secretarial Standards on meetings of the Board of Directors

and general meetings issued by the Institute of Company Secretaries of India.

30. Corporate Governance

As required under Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with a certificate of compliance from the auditors'' forms part of the annual report.

31. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars of Energy Conservation, Technology Absorption, and Foreign Exchange Earnings and Outgo as prescribed under Section 134(3)(m) of the Act and Rules made thereunder are set out in Annexure C to this report.

32. Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, are annexed as Annexure D to this report.

In terms of the provisions of Section 197(12) of the Act and Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, details of employee''s remuneration form part of this report. However, as per the provisions of Sections 134 and 136 of the Act, the annual report and financial statements are being sent to the members and others entitled thereto, excluding the information on employees'' particulars. Any member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail]

33. Annual Return

The annual return of the Company for the financial year ended 31 March 2024 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.nesco.in/financials Refer the section annual reports-annual return.

34. Disclosure under the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. An Internal Complaints Committee ("ICC") has been setup to redress complaints received regarding sexual harassment. The Policy has set guidelines on the redressal and inquiry process that is to be followed by complainants and the ICC whilst dealing with issues

related to sexual harassment at the workplace. All women employees (permanent, temporary, contractual and trainees) are covered under this Policy. The Policy also provides for the requisite checks, balances and safeguards to ensure that no employee is victimised or harassed for reporting and bringing up such incidents in the interest of the Company. The ICC has not received any complaints during the financial year.

This Policy is available on the website of the Company at https://www.nesco.in/resources/images/pdf/policy/ policy-on-sexual-harrassment-at-workplace.pdf. The same is also available on the intranet of the Company. During the year, an awareness session was conducted for the employees on the said Policy.

35. Business Responsibility and Sustainability Report

In terms of Regulation 34 of the Listing Regulations read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under the Business Responsibility and Sustainability Report ("BRSR"). The BRSR seeks disclosure on the performance of the Company against nine principles of the National Guidelines on Responsible Business Conduct ("NGRBC"). As per the SEBI Circulars, effective from the FY 2022-23, filing of BRSR is mandatory for the top 1000 listed companies by market capitalisation and forms an integral part of this report.

36. Credit Rating

The Company continues to remain debt free. There was no requirement to avail credit rating from any agencies for the year under review.

37. Human Resources

Please refer to the paragraph on Human Resources and Industrial Relations in the Management Discussion and Analysis section.

38. General disclosures

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: (a) details relating to deposits covered under Chapter V of the Act; (b) issue of equity shares with differential rights as to dividend, voting or otherwise; (c) raising of funds through preferential allotment or qualified institutions placement; (d) pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and (e) instance of one-time settlement with any bank or financial institution.

39. Acknowledgement

Your Directors wish to convey their appreciation for the support extended by its customers, bankers, employees, government agencies, suppliers, shareholders'' and all others associated with the Company as its business partners.

For and on behalf of the Board of Directors, Krishna S. Patel

Mumbai Chairman and Managing Director

20 May 2024 DIN: 01519572

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Mar 31, 2023

Board of Directors have pleasure in presenting 64^th annual report of your Company for the financial year ended 31 March 2023.

1. Financial Results:

(Rs. in Lakhs)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Income	60,925.69	38,241.21	60,911.81	38,216.37
Profit before depreciation and tax	39,975.84	25,476.55	39,974.45	25,480.34
Depreciation	3,278.82	2,830.55	3,277.42	2,829.16
Profit Before Taxes	36,697.02	22,646.00	36,697.03	22,651.18
Tax Expenses	7,633.39	3,728.88	7,633.39	3,728.94
Net Profit after Taxes	29,063.63	18,917.12	29,063.64	18,922.24
Opening Balance of Retained Earnings	50.00	50.00	50.00	50.00
Amount available for appropriations:	29,109.02	19,011.52	29,109.03	19,016.64
Appropriations:
1. Dividend	2,113.80	2,113.80	2,113.80	2,113.80
2. Transfer to General Reserve	26,945.22	16,847.72	26,945.23	16,852.84
Closing Balance of Retained Earnings	50.00	50.00	50.00	50.00
Earning Per Share (Basic) (in '')	41.25	26.85	41.25	26.86
Earning Per Share (Diluted) (in '')	41.25	26.85	41.25	26.86

2. Review of Operations:

Your Company achieved a consolidated turnover of ''60,925.69 lakhs as compared to previous year consolidated turnover of ''38,241.21 lakhs.

Consolidated profit before tax was at ''36,697.02 lakhs as compared to ''22,646.00 lakhs in the financial year 2021-22.

Consolidated earnings per share amounted to ''41.25 (previous year ''26.85). Company''s reserves were ''1,95,050.13 lakhs (previous year ''1,68,364.82 lakhs).

3. Dividend:

In line with the Dividend Distribution Policy of the Company, your Directors are pleased to recommend a final dividend of 225% per equity share amounting to ''4.50 per equity share of '' 2 each C3.00 per equity share in the previous year) for the financial year ended 31 March 2023. The dividend is subject to the approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Dividend Distribution Policy is available on the Company''s website at https://www.nesco.in/DividendDistributionPolicy.pdf

4. Management Discussion and Analysis:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, has been presented in a separate section, forming part of this report.

5. Company''s Performance:i) Nesco IT Park:

During the year, revenue from IT Park increased by 11.69% to ''29,502.70 lakhs (previous year ''26,415.15 lakhs).

82% of Tower 03 and 97% of Tower 04 are occupied by our clients. Hall 3 provides Incubation Centre facility; and a Child Care Centre for children of employees working in Nesco Center.

Our IT Towers accommodate world''s leading multinationals such as HSBC, KPMG, PWC, MSCI, BlackRock, Here Solutions, Framestore, Priceline, WeWork, Apollo Global and several others.

During the financial year, your Company inaugurated 3 restaurants viz a) Foo, b) Smoke House Deli, c) Socials and a Food Court in Tower 04 of Nesco IT Park.

ii) Bombay Exhibition Center:a. Guest Exhibitions and Events:

During the year, the facility was available for the period from 01 July 2022 to 31 March 2023. During the period, 01 April 2022 to 30 June 2022, the facility continued to serve the citizen as a covid care centre by MCGM. In the nine months period, 83 guest exhibitions and 10 guest events were held at our premises, which were organized by the existing and new clients. Income from the Exhibition Center for the year was ''14,976.00 lakhs compared to ''1,618.33 lakhs in the previous year, there was an increase in revenue by 825.40 %.

b. Nesco Events:

During the period from 01 April 2022 to 31 March 2023, 10 events were held at our premises, out of which 5 events were organized by Nesco and 5 were in strategic alliance with our clients. Income from the events during the year was ''606.63 lakhs.

iii) Nesco Foods:

During the year, your Company commenced operations of its Food Court and Restaurants which operates as ''Restaurants and Outlets'' a subdivision. The existing business i.e., ''Exhibitions and Banquets'' and its flagship offering ''The Grande'' is now a preferred destination for events, socials, weddings, gatherings, meetings, etc. by corporates and others in the vicinity.

Nesco Foods caters to the needs of visitors to exhibitions and conventions and employees working in Nesco IT Park. The kitchen facility is fully operational.

a. Exhibitions and Banquets (E&B):

Income for the year from the Exhibitions and Banquets section of Nesco Foods division increased by 225.55% to ''3,695.85 lakhs as compared to ''1,135.27 lakhs during the previous year.

Nesco Foods has focused on outdoor catering for corporate and social events and is working on retail presence through its brands situated in Food Court i.e., Indic and Daily Deli.

During the year, Nesco Foods (E&B) have catered and serviced 55 social events and 90 corporate events organized at various Halls located at Nesco premises and 70 events organized at IT Towers.

b. Restaurants and Outlets (R&O):

Income during the year from the Restaurants and Outlets section of Nesco Foods division was ''1,166.71 lakhs.

During the year, Company inaugurated 3 Restaurants and a Food Court in Tower 04 of Nesco IT Park. We also launched two new in-house brands Dress Circle and Zuo.

iv) Indabrator:

During the year under review, income from Indabrator increased by 1.78% to ''4,652.27 lakhs as compared to ''4,571.12 lakhs during the previous year.

During the year, Indabrator received 59 orders out of which 37 orders were completed and dispatched.

v) Investments and Other Income:

Income from investments and other income was ''6,311.65 lakhs (previous year ''4,476.50 lakhs), increase by 41.00%.

6. Finance:

Your Company had no debt as on 31 March 2023. Company''s liquid resources (fixed maturity plans, mutual funds, cash and bank balances) increased by 37.74% to ''1,17,879.38 lakhs from ''85,578.99 lakhs.

Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for repayment.

7. Internal Financial Controls related to Financial Statements:

Internal financial control over financial reporting have been designed to provide reasonable assurance with regards to recording and providing reliable financial information and complying with applicable accounting standards.

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards.

Your Company follows budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps.

The current system of internal financial controls is aligned with the statutory requirements. The internal financial controls are adequate and operating effectively.

Your Company periodically tracks all amendments to Indian Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. Corporate account''s function is actively involved in designing large process changes as well as validating changes to IT systems that have a bearing on the books of account. All resultant changes to the policy and impact on financials are disclosed after due validation with the Audit Committee.

The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors. The internal audit is conducted at all locations of the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

8. Corporate Social Responsibility (CSR):

Your Company has undertaken various projects during the year in the field of promotion of Education and Special Education and in promoting Health Care and Preventive Health Care. The Company is evaluating and will take up more

CSR activities in different areas. The CSR Policy of the Company is available on the website of the Company at https://www.nesco.in/CorporateSocialResponsibilityPolicy.pdf

Annual report on CSR activities undertaken during the financial year ended 31 March 2023 in accordance with Section 135 of the Companies Act, 2013 (Act) and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in “Annexure A” attached to this report.

9. Directors and Key Managerial Personnel:

Mrs. Sudha S. Patel, Non-executive Director, retires by rotation at the ensuing annual general meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and articles of association of your Company and being eligible has offered herself for reappointment. Her brief resume and other related information have been detailed in the annexure to the notice.

Mr. Manu M. Parpia, Independent Director ceased to be an Independent Director on account of expiry of his term on 09 May 2022. The Company is evaluating and undertaking appropriate steps to re-appoint and regularize the reappointment of Mr. Manu M. Parpia as an Independent Director.

Mr. Krishna S. Patel, Chairman and Managing Director will be completing his tenure of five years on 30 June 2023. He being eligible for re-appointment, was re-appointed on 24 May 2023 by the Board of Directors on the recommendation of Nomination and Remuneration Committee. His re-appointment is subject to approval of shareholders.

Mr. Krishna S. Patel, Chairman and Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Ms. Jinal J. Shah, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel of the Company.

10. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors, Board and Committees was carried out.

Regulation 17 of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and Nonexecutive Directors, the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The evaluation of all the Directors, the Board and Committees as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section of this annual report.

11. Training of Independent Directors:

Your Company''s Independent Directors are highly qualified and have been associated with corporate and business organizations. They understand Company''s business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Independent Directors were given a brief about the Company''s business processes, manufacturing activities and were also introduced to the employees of the Company.

12. Declaration by Independent Directors:

All Independent Directors have submitted requisite declarations confirming that they (i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent; and (ii) continue to comply with the Code of Conduct laid down.

The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.

13. Number of Board and Committee Meetings:

Pursuant to Section 134(3)(b), details of board meetings held during the year are given in the report on Corporate Governance which forms part of this Annual Report.

During the year four board meetings and four audit committee meetings were held, details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was held on 09 February 2023.

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance.

The schedules of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through Circular Resolution.

14. Policy on Directors appointment and Remuneration and other details:

The salient features of the Nomination and Remuneration Policy of the Company and other matters provided in Section 178(3) of the Act are set out in the Corporate Governance Report which forms part of this Annual Report.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment and re-appointment of directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Nomination and Remuneration Policy is available on the website of the Company at https://www.nesco.in/NominationandRemunerationPolicy.pdf

The remuneration paid to the directors, key managerial personnel and senior management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations.

15. Director''s Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 March 2023, the applicable Indian accounting standards and schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

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

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

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

16. Auditors:

a. Statutory Audit and Auditors Report:

The Board of Directors in their meeting held on 24 May 2019, on the basis of recommendation of the Audit Committee and in accordance with the provisions of Section 139(1) of the Companies Act, 2013, had appointed M/s Manubhai & Shah LLP, to act as the Statutory Auditors of your Company for a second term of five years i.e., till the conclusion of the 65^th Annual General Meeting. The Company had received certificate from the Auditors to the effect that the appointment is in accordance with the limits specified under Section 139(9) of the Companies Act, 2013.

M/s. Manubhai & Shah LLP has confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial Statements for the financial year ended 31 March 2023. The Auditor’s Report for the financial year ended 31 March 2023 on the Standalone and Consolidated Financial Statements of the Company forms a part of this Annual Report.

The Auditors Report for the financial year 2022-23, does not contain any qualification, reservation or adverse remark.

b. Secretarial Audit and Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee at its meeting held on 25 May 2022 had appointed Ms. Neeta H. Desai of M/s. ND & Associates, Practising Company Secretary, as the Secretarial Auditor to conduct an audit of the Secretarial records for the financial year 202223.

The Secretarial Audit Report for the financial year 2022-23 is annexed herewith as “Annexure B”. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

c. Cost Auditors and Cost Audit Report:

Pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors on the recommendation of the Audit Committee at its meeting held on 25 May 2022 appointed M/s. Y S. Thakar & Co. (Firm Registration No. 000318) as the Cost Auditor to conduct the audit of Company''s cost records for the financial year ended 31 March 2023 maintained by the Company in respect of Indabrator division.

The Cost Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s. Y S. Thakar & Co. (Firm Registration No. 000318) as the Cost Auditors of the Company to conduct the audit of Company''s cost records for the financial year ended 31 March 2024 maintained by the Company in respect of Indabrator division.

M/s. Y. S. Thakar & Co., being eligible, have given their consent to act as the Cost Auditors of the Company for the financial year 2023-24.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditor for financial year 2023-24 is required to be ratified by the members, the Board of Directors recommends the same for approval by members at the ensuing AGM.

17. Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of this annual report. There are no guarantees issued by the Company.

18. Vigil Mechanism and Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is placed on the website of the Company https://www.nesco.in/WhistleBlowerPolicy.pdf

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, a Whistle Blower and Vigil Mechanism Policy was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy, genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

19. Risk Management:

The Company endeavors to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

The Board of Directors of the Company on the recommendation of the Risk Management Committee has developed risk management policy for the Company which articulates the Company''s approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives.

The Board of Directors has constituted a Risk Management Committee (RMC) which oversees the Enterprise Risk Management (“ERM”) process periodically.

The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

20. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. In fact, your Company''s goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

21. Corporate Governance:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from M/s. Manubhai & Shah LLP, Chartered Accountants confirming compliance with requirement of corporate governance forms an integral part of this report.

22. Prevention of Sexual Harassment at Workplace:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

At Nesco Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

23. Annual Return:

The Annual Return of the Company for the financial year ended 31 March 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.nesco.in/financials.

24. Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company has been annexed herewith as “Annexure C.”

25. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Information on energy, technology absorption, foreign exchange earnings and outgo forming part of this Annual Report has been annexed herewith as “Annexure D.”

26. Subsidiaries:a. Nesco Foundation for Innovation and Development:

Nesco Foundation for Innovation and Development being a Section 8 Company, is working towards enhancing the quality of life of the poor and needy sections of society by providing education; promoting women and rural empowerment; fulfilling the requirements of schools in the rural areas; setting up and managing incubation and research centers for promotion of innovations and technologies; promoting healthcare centres and allied services which forms part of the Corporate Social Responsibility (CSR) activities as per Schedule VII of the Act.

During the year, Company received '' 17.31 lakhs and contributed '' 8.39 lakhs towards the CSR activities.

b. Nesco Hospitality Private Limited:

Nesco Hospitality Private Limited, erstwhile wholly owned subsidiary of your Company had gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 and other applicable provisions of all other applicable statutes, read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 with effect from 17 January 2022.

Mr. Ajay Kumar, Insolvency Professional registered with Insolvency and Bankruptcy Board of India was appointed as Liquidator of the Company for this process. The liquidator has completed the process of realization of assets and liabilities.

Final Report is being filed with Registrar of Companies (ROC) and Insolvency and Bankruptcy Board of India (IBBI).

The dissolution will be completed upon receipt of approval from ROC.

A separate statement containing the salient features of financial statements of subsidiary of your Company prescribed in Form AOC-1 forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Act.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and the financial statements of each of the subsidiary companies, are available on our website at https://www.nesco.in/financials.

The Company''s Policy for determining material subsidiaries may be accessed on the website of the Company at https://www.nesco.in/PolicyfordeterminingMaterialSubsidiaries.pdf

Your Company does not have a material subsidiary.

27. Related Party Transactions:

During the financial year 2022-23, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013. All transactions with related parties were reviewed and approved by the Audit Committee. All related party transactions that were entered were on an arm''s length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure E” to this Report.

28. Deposits from Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

29. Business Responsibility and Sustainability Report:

A Business Responsibility and Sustainability Report as per Regulation 34 of the Listing Regulations forms part of this Annual Report.

30. Indian Accounting Standards:

Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time. The significant accounting policies which are consistently applied have been set out in the notes to the financial statements.

31. Appreciation:

Your Directors wish to convey their appreciation for the support extended by the shareholders, clients, employees and other stakeholders of the Company.

For and on behalf of the Board of DirectorsKrishna S. Patel

Chairman & Managing Director

DIN:01519572

Mumbai 24 May 2023

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Mar 31, 2022

Board of Directors have pleasure in presenting 63^rd annual report of your Company for the financial year ended 31 March 2022.

1. Financial Results:

('' in lakhs)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Income	38,241.21	35,569.72	38,216.37	35,565.77
Profit before depreciation and tax	25,476.55	24,203.67	25,480.34	24,207.94
Depreciation	2,830.55	2,573.06	2,829.16	2,572.97
Profit Before Taxes	22,646.00	21,630.61	22,651.18	21,634.97
Tax Expenses	3,728.88	4,385.05	3,728.94	4,385.05
Net Profit after Taxes	18,917.12	17,245.56	18,922.24	17,249.92
Opening Balance of Retained Earnings	50.00	50.00	50.00	50.00
Amount available for appropriations:	19,011.52	17,217.43	19,016.64	17,221.79
Appropriations:
1. Dividend	2,113.80	-	2,113.80	-
2. Transfer to General Reserve	16,847.72	17,167.43	16,852.84	17,171.79
Closing Balance of Retained Earnings	50.00	50.00	50.00	50.00
Earning Per Share (Basic) (in t)	26.85	24.48	26.86	24.48
Earning Per Share (Diluted) (in t)	26.85	24.48	26.86	24.48

2. Review of Operations:

Your Company achieved a consolidated turnover of t 38,241.21 lakhs as compared to previous year consolidated turnover of t 35,569.72 lakhs.

Consolidated profit before tax was at t 22,646.00 lakhs as compared to t 21,630.61 lakhs in the financial year 2020-21.

Consolidated earnings per share amounted to t 26.85 (previous year t 24.48). Company’s reserves were t 1,68,364.82 lakhs (previous year t 1,51,513.71 lakhs).

3. Dividend:

Your Directors are pleased to recommend a dividend of 150% per equity share amounting to t 3 per equity share of t 2 each (same as last year) for the financial year ended 31 March 2022 for approval of shareholders at the ensuing Annual General Meeting.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) the Dividend Distribution Policy is available on the Company’s website at www.nesco.in.

4. Management Discussion and Analysis:

Management Discussion and Analysis as specified under the Listing Regulations is presented as a separate section in this Annual Report.

5. Company’s Performance:i) Nesco IT Park:

During the year, revenue from IT Park increased by 7.35% to t 26,415.15 lakhs (previous year t 24,606.29 lakhs).

80% of Tower 03 and 92% of Tower 04 are occupied by our clients. Hall 3 provides Incubation Centre facility; and a Child Care Centre for children of employees working in Nesco Center.

Our IT Towers accommodate world’s leading multinationals such as HSBC, KPMG, PWC, MSCI, BlackRock, Here Solutions, Framestore, Priceline, WeWork, Apollo Global and several others. After two years of Work from Home, some Companies have now instructed their employees to come to office.

ii) Bombay Exhibition Centre:

a. Guest Exhibitions and Events: During the period from 01 November 2021 to 31 March 2022 twelve guest exhibitions was held in were Centre, which were organized by the existing clients. Other exhibitions could not be conducted in view of the lockdown and related restrictions imposed from 01 April 2021 to 31 October 2021 to contain 3^rd wave of Pandemic. Income from the Exhibition Centre for the year was t 1,618.33 lakhs compared to t 595.11 lakhs in the previous year, there was an increase in revenue by 171.94%.

b. Nesco Exhibitions and Events: During the financial year 2021-22, Company couldn’t conduct any exhibitions due to the aftereffects of the pandemic which reduced participations by the exhibitors in the Exhibitions.

iii) Nesco Foods:

Income for the year from the foods division decreased from the last year by 12.65% to t1,135.27 lakhs as compared to t1,299.61 lakhs during the previous year.

Nesco Foods caters to the needs of visitors to exhibitions and conventions and employees working in Nesco IT Park. The kitchen facility is fully operational. During the year, Nesco Foods catered food to the Jumbo Dedicated Covid Health Center made by MCGM in BEC Halls and outside clients and events. Company is in the process of soon commencing operations of Food Court and Restaurants in Tower 04 of Nesco IT Park.

iv) Indabrator:

During the year under review, income from Indabrator increased by 75.22% to t4,571.12 lakhs as compared to

t 2,608.76 lakhs during the previous year.

v) Investments and Other Income:

Income from investments and other income was t4,501.34 lakhs (previous year t6,459.95 lakhs), decreased by 30.32%.

6. Finance:

Your Company had no debt as on 31 March 2022. Company’s liquid resources (fixed maturity plans, mutual funds, cash and bank balances) increased by 4.46 % to t 85,578.99 lakhs from t 81,923.11 lakhs.

Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for repayment.

7. Internal Financial Controls related to Financial Statements:

Internal financial control over financial reporting have been designed to provide reasonable assurance with regards to recording and providing reliable financial information and complying with applicable accounting standards.

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well-defined standards.

Your Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps.

Your Company periodically tracks all amendments to Indian Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. Corporate account’s function is actively involved in designing large process changes as well as validating changes to IT systems that have a bearing on the books of account. All resultant changes to the policy and impact on financials are disclosed after due validation with the Audit Committee.

The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors. The internal audit is conducted at various locations of the Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

8. Corporate Social Responsibility (CSR):

Your Company has undertaken various projects during the year in the field of promotion of Education and Special Education and in promoting Health Care and Preventive Health Care. The Company is evaluating and will take up more CSR activities in different areas. The CSR Policy of the Company is available on the website of the Company at www.nesco.in.

Annual report on CSR activities undertaken during the financial year ended 31 March 2022 in accordance with Section 135 of the Companies Act, 2013 (Act) and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in “Annexure A” attached to this report.

9. Directors and Key Managerial Personnel:

Mrs. Sudha S. Patel, Non-executive Director, retires by rotation at the ensuing annual general meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and articles of association of your Company and being eligible has offered herself for reappointment. Her brief resume and other related information have been detailed in the annexure to the notice.

Mr. Krishna S. Patel was appointed as Chairman & Managing Director and Mr. Sumant J. Patel was appointed as Executive Director & Chief Mentor of the Company with effect from 15 June 2021. Mr. Sumant J. Patel left for his heavenly abode on 17 November 2021.

Mr. Krishna S. Patel, Chairman & Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Ms. Jinal J. Shah, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel of the Company.

10. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors, Board and Committees was carried out.

Regulation 17 of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and NonExecutive Directors, the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The evaluation of all the Directors, the Board and Committees as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section of this annual report.

11. Training of Independent Directors:

Your Company’s Independent Directors are highly qualified and have been associated with corporate and business organizations. They understand Company’s business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Independent Directors were given a brief about the Company’s business processes, manufacturing activities and were also introduced to the employees of the Company.

12. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

13. Number of Board and Committee Meetings:

Pursuant to Section 134(3)(b), details of Board Meetings held during the year are given in the report on Corporate Governance which forms part of this Annual Report.

During the year five board meetings and four audit committee meetings were held, details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was held on 11 August 2021.

14. Policy on Directors appointment and Remuneration and other details:

The salient features of the Nomination and Remuneration Policy of the Company and other matters provided in Section 178(3) of the Act are set out in the Corporate Governance Report which forms part of this Annual Report.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment & re-appointment of directors on the Board of the Company and persons holding senior management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The Nomination and Remuneration Policy is available on the website of the Company at www.nesco.in.

The remuneration paid to the directors, key managerial personnel and senior management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations.

15. Director’s Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 March 2022, the applicable Indian accounting standards and schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31 March 2022 and of the profit and loss of the Company for the financial year ended 31 March 2022;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

16. Auditors:a. Statutory Audit and Auditors Report:

The Board of Directors in their meeting held on 24 May 2019, on the basis of recommendations of the Audit Committee and in accordance with the provisions of Section 139(1) of the Companies Act, 2013, had appointed M/s Manubhai & Shah LLP, to act as the Statutory Auditors of your Company for a second term of five years i.e., till the conclusion of the 65^th Annual General Meeting. The Company had received certificate from the Auditors to the effect that the appointment is in accordance with the limits specified under Section 139(9) of the Companies Act, 2013.

M/s. Manubhai & Shah LLP has confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the Standalone and Consolidated Financial Statements for the financial year ended 31 March 2022. The Auditors Report for the financial year ended 31 March 2022 on the Standalone and Consolidated Financial Statements of the Company forms a part of this Annual Report.

The Auditors Report for the financial year 2021-22, does not contain any qualification, reservation or adverse remark.

b. Secretarial Audit and Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors at its meeting held on 28 May 2021, appointed Ms. Neeta H. Desai of M/s. ND & Associates, Practising Company Secretary, as the Secretarial Auditor to conduct an audit of the Secretarial records for the financial year 2021-22.

The Secretarial Audit Report for the financial year 2021-22 is annexed herewith as “Annexure B”. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013.

c. Cost Audit and Auditors:

Pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, your Company is required to get the cost audit done for its Indabrator division from the financial year 2022-23 for the cost records maintained by the said division of the Company.

The Board of Directors of the Company, on the recommendation made by the Audit Committee, have appointed M/s. Y. S. Thakar & Co. (Firm Registration No. 000318) as the Cost Auditors of the Company to conduct the audit of cost records of products for the financial year 2022-23. M/s. Y S. Thakar & Co., being eligible, have given their consent to act as the Cost Auditors of the Company for the financial year 2022-23.

The remuneration proposed to be paid to the Cost Auditors, subject to ratification by the members of the Company at the ensuing 63^rd Annual General Meeting, would not exceed ''40,000/- (Rupees Forty Thousand only) excluding taxes and out-of-pocket expenses, if any.

17. Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of this annual report. There are no guarantees issued by the Company.

18. Vigil Mechanism and Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is placed on the website of the Company.

19. Risk Management:

The Company endeavors to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

The Board of Directors of the Company on the recommendation of the Risk Management Committee has developed risk management policy for the Company which articulates the Company’s approach to address the uncertainties in its endeavor to achieve its stated and implicit objectives.

20. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. In fact, your Company’s goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

21. Corporate Governance:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from M/s. Manubhai & Shah LLP, Chartered Accountants confirming compliance with requirement of corporate governance forms an integral part of this report.

22. Prevention of Sexual Harassment at Workplace:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

23. Annual Return:

The Annual Return of the Company for the financial year ended 31 March 2022 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.nesco.in.

24. Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company has been annexed herewith as “Annexure C”.

25. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Your Company is continuously striving to conserve energy in all its business activities. During the year under review, Company has installed several equipments, which are reducing power consumption by over 20% in IT Park building. Further to this with effect from February 2022, IT Park have changed into 100% Green Energy, a big milestone achieved towards net zero buildings and reduction of carbon footprints.

Nesco Center at Goregaon consist of more than 1,500 grown up trees. It continues its efforts in increasing the trees annually. Thus, helping in reducing carbon footprints in and around the surrounding areas.

The Company’s foreign exchange earnings during the year was t 15.43 lakhs and outgo during the year was t 34.37 lakhs.

26. Subsidiaries:a. Nesco Foundation for Innovation and Development:

A wholly owned subsidiary of your Company, incorporated under Section 8 of the Companies Act, 2013 has obtained registration under Section 80G and 12AA of the Income Tax Act, 1961. It has also received its CSR-1 registration.

Nesco Foundation for Innovation and Development has commissioned Nesco Incubation Centre which is located near Indabrator’s Karamsad premises.

b. Nesco Hospitality Private Limited:

A wholly owned subsidiary of your Company operated Food Courts in the Nesco Center.

The scheme of Amalgamation with Nesco Limited was rejected by the Regional Director vide its order no. RD/WR/Sec.233/Nesco/R29440013/2020/1178 dated 30 July 2021 received on 02 August 2021 on certain technical requirement pursuant to Section 233(1)(b) of the Companies Act, 2013.

Nesco Hospitality Private Limited has gone under voluntary liquidation pursuant to the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016 and other applicable provisions of all other applicable statutes, read with applicable regulations of Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 with effect from 17 January 2022. However, the accounts of the said Company have been consolidated with our Company for the financial year ended 31 March 2022.

A separate statement containing the salient features of financial statements of subsidiaries of your Company prescribed in Form AOC-1 forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (Act).

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and the financial statements of each of the subsidiary companies, are available on our website at www.nesco.in. The Company’s Policy for determining material subsidiaries may be accessed on the website of the Company at www.nesco.in.

The Company does not have a material subsidiary.

27. Related Party Transactions:

During the financial year 2021-22, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013. All transactions with related parties were reviewed and approved by the Audit Committee. All related party transactions that were entered were on an arm’s length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure D” to this Report.

28. Deposits from Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

29. Business Responsibility Report:

Business Responsibility Report as per Regulation 34 of the Listing Regulations forms part of this Annual Report.

30. Indian Accounting Standards:

Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time. The significant accounting policies which are consistently applied have been set out in the notes to the financial statements.

31. Appreciation:

Your Directors wish to convey their appreciation for the support extended by the shareholders, bankers, vendors, clients and the employees of the Company.

For and on behalf of the Board of Directors

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting 59th annual report of your Company for the financial year ended 31 March 2018.

1. Financial Results: (Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2017-18	2016-17	2017-18	2016-17
Income	35,799.50	35,722.75	34,046.58	35,154.45
Profit before depreciation and tax	24,896.08	25,256.79	24,612.33	25,185.28
Depreciation	1,102.73	812.97	1,102.73	812.97
Profit Before Taxes	23,793.32	24,443.81	23,509.60	24,372.31
Tax Expenses	5,921.48	7,448.87	5,840.33	7,430.13
Net Profit after Taxes	17,871.87	16,994.95	17,669.27	16,942.18
Balance brought Forward	4,256.45	2,376.58	50.00	2,388.16
Amount available for appropriations:	22,768.43	19,371.53	18,359.38	19,330.33
Appropriations:
1. Dividend (refer Note)	1,550.12	-	1,550.12	-
2. Tax on Dividend	315.57	-	315.57	-
3. Transfer to General Reserve	20,852.74	15,115.08	16,443.70	19,280.33
4. Surplus carried forward to Profit and Loss Account	50.00	4,256.45	50.00	50.00
Earning Per Share (Basic) (in Rs.)	25.36	24.12	25.08	24.05
Earning Per Share (Diluted) (in Rs.)	25.36	24.12	25.08	24.05

Note - As per Ind AS, Dividend is accounted in the financial year in which it is approved by the shareholders in the Annual General Meeting. Accordingly, dividend approved in the 58th annual general meeting held on 14 August 2017 in respect of F.Y. 2016-17 is disclosed in F.Y. 2017-18. Dividend approved in respect of F.Y. 2015-16 was paid in March 2016 and hence, not disclosed under F.Y. 2016-17.

2. Review of Operations:

Your Company achieved a consolidated turnover of Rs.35,799.50 lakhs as compared to previous year consolidated turnover of Rs.35,722.75 lakhs.

Consolidated profit before tax was Rs.23,793.32 lakhs as compared to Rs.24,443.81 lakhs in previous year.

Consolidated earnings per share amounted to Rs.25.36 (previous year Rs.24.12). Company’s reserves were Rs.99,704.62 lakhs.

3. Dividend:

Your Directors are pleased to recommend a dividend of 115% per equity share amounting to Rs.2.30 per equity share of Rs.2 each (previous year dividend of 110% per equity share of Rs.10 each) as dividend for the year ended 31 March 2018 for the approval of shareholders at the ensuing Annual General Meeting.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 500 Listed Companies shall formulate a Dividend Distribution Policy. This policy is available on the Company’s website at www.nesco.in

4. Finance:

Your Company had no debt as on 31 March 2018. Company’s liquid resources (fixed maturity plans, mutual funds, cash & bank balances) increased by 3.85% to Rs.50,557.22 lakhs from Rs.48,680.57 lakhs.

Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for repayment.

5. Corporate Social Responsibility:

Your Company has undertaken various projects in the field of Education, Healthcare and Sanitation. The Company has completed construction of new English Medium Higher Secondary School.

The Company is evaluating and will take up more CSR activities in different areas. Annual report on CSR activities is in “Annexure A” attached to this report.

6. Directors and Key Managerial Personnel:

Mrs. Sudha S. Patel, non-executive Director, retires by rotation at the ensuing annual general meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and articles of association of your Company and being eligible has offered herself for reappointment. Her brief resume and other related information has been detailed in the annexure to the notice.

Mr. Sumant J. Patel has been reappointed as Executive Chairman of the Company with effect from 01 April 2018 for a further period of five years.

Mr. Krishna S. Patel has been reappointed as Managing Director of the Company with effect from 01 July 2018 for a further period of five years.

Mr. Krishna S. Patel, Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Head Legal and Ms. Jinal J. Shah, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel of the Company.

7. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors, Board and Committees was carried out.

Regulation 17 of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and Individual Directors.

The evaluation of all the directors and the Board and Committees as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this annual report.

8. Training of Independent Directors:

Your Company’s Independent Directors are highly qualified and have been associated with corporate and business organizations. They understand Company’s business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has shown all the Independent Directors Company’s business and manufacturing activities and were also introduced to Company’s staff.

9. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

10. Number of Board and Committee Meetings:

Pursuant to Section 134(3)(b), details of Board Meetings held during the year are given in the Report on Corporate Governance.

During the year four board meetings and four audit committee meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 2013 and Regulation 25 of the Listing Regulations was held on 14 August 2017.

11. Policy on Directors appointment and Remuneration and other details:

The Company’s policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in Corporate Governance Report, which forms part of Annual Report.

12. Director’s Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March 2018, the applicable accounting standards and schedule III of the Companies Act, 2013 have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31 March 2018 and of the profit and loss of the Company for the financial year ended 31 March 2018;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

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

13.A. Auditors and Auditors Report:

The Board of Directors in their meeting held on 23 May 2015, on the basis of recommendations of the Audit Committee, in accordance with the provisions of Section 139(1) of the Companies Act, 2013, had appointed M/s Manubhai & Shah LLP, to act as the Statutory Auditors of your Company till the conclusion of the 60th Annual General Meeting. The Company has received certificate from the Auditors to the effect that the appointment is in accordance with the limits specified under Section 139(9) of the Companies Act, 2013.

The Board of Directors in their meeting held on 16 May 2018, ratified the appointment of Auditors for the financial year 2018-19.

The Auditors Report for the financial year 2017-18, does not contain any qualification, reservation or adverse remark.

B. Secretarial Audit and Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors at its meeting held on 16 May 2018, appointed Ms. Neeta H. Desai of M/s. ND & Associates, Practising Company Secretary, as the Secretarial Auditor to conduct an audit of the Secretarial records, for the financial year 2018-19.

The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as “Annexure B”. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

14. Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of Annual Report.

15. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors. The internal audit is conducted at various locations of Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

16. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is on the website of the Company.

17. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society.

In fact your Company’s goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

18. Corporate Governance:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from M/s. Manubhai & Shah LLP, Chartered Accountants confirming compliance with requirement of corporate governance forms an integral part of this report.

19. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

20. Extract of Annual Return:

Pursuant to Section 134(3)(a), extract of Annual Return in Form MGT- 9 has been annexed herewith as “Annexure C”.

21. Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company has been annexed herewith as “Annexure D”.

22. Conversion of energy, technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy and foreign exchange earnings and outgo activities in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 forms part of the notes to accounts.

23. Subsidiary Company:

Nesco Hospitality Private Limited, a wholly owned subsidiary of your Company operated Food Courts, Day Care Centre and Gymnasium in Bombay Exhibition Centre and Nesco IT Park.

During the year, it started operations of the new world class kitchen which catered to the needs of employees working in Nesco IT Park and visitors to exhibitions and conventions.

A separate statement containing the salient features of financial statements of subsidiary of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

24. Related Party Transactions:

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013. All transactions with related parties were reviewed and approved by the Audit Committee. All related party transactions that were entered were on an arm’s length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as “Annexure E” to this Report.

25. Deposits from Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

26. Business Responsibility Report:

A Business Responsibility Report as per Regulation 34 of the Listing Regulations forms part of this Annual Report.

27. Indian Accounting Standards:

Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time. The significant accounting policies which are consistently applied have been set out in the notes to the Financial Statements.

28. Consolidated Financial Statements:

The consolidated financial statements of the Company are prepared in accordance with applicable Ind AS notified by Ministry of Corporate Affairs and form part of this annual report.

29. Appreciation:

Your Directors wish to convey their appreciation for the support extended by the shareholders, clients and the employees of the Company.

For and on behalf of the Board of Directors

Sumant J. Patel

Executive Chairman

DIN:00186976

Mumbai

16 May 2018

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Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting 58^th annual report of your Company for the financial year ended 31 March 2017.

1. Financial Results: (Rs. in Lakhs)

Particulars	Consolidated		Standalone
	2016-17	2015-16	2016-17	2015-16
Income	35,722.76	29,930.29	35,154.45	29,707.55
Profit before depreciation and tax	25,256.79	21,744.05	25,185.28	21,742.89
Depreciation	812.97	670.13	812.97	670.13
Profit Before Taxes	24,443.82	21,073.92	24,372.31	21,072.76
Provision for Taxes	7,448.87	6,659.12	7430.13	6,659.12
Net Profit after Taxes	16,994.95	14,414.80	16,942.18	14,413.64
Balance brought Forward	2,376.30	1252.32	2,388.15	1,265.33
Amount available for appropriations:	19,371.26	15,667.12	19,330.33	15,678.97
Appropriations:
1. Dividend	1,550.12	1,197.83	1,550.12	1,197.83
2. Tax on Dividend	315.57	243.85	315.57	243.85
3. Transfer to General Reserve	19,321.25	11,849.14	19,280.33	11,849.14
4. Surplus carried forward to Profit and Loss Account	50.00	2,376.30	50.00	2,388.15
Earnings Per Share (Basic) (in Rs.)	120.60	102.29	120.23	102.28
Earnings Per Share (Diluted) (in Rs.)	120.60	102.29	120.23	102.28

2. Review of Operations:

Your Company achieved a consolidated turnover of Rs. 35,722.76 lakhs, an increase of 19.35% over the previous year consolidated turnover of Rs.29,930.29 lakhs.

Consolidated profit before tax was Rs.24,443.82 lakhs as compared to Rs. 21,073.92 lakhs in previous year, an increase of 15.99%.

Consolidated earnings per share amounted to Rs.120.60 (previous year Rs.102.29). Company''s reserves increased from Rs. 66,711.90 lakhs to Rs. 83,692.64 lakhs.

3. Dividend:

Your Directors are pleased to recommend a dividend of 110% per equity share amounting to Rs.11 per equity share (previous year Rs.8.50) of Rs.10 each as dividend for the year ended 31 March 2017 for the approval of shareholders at the ensuing Annual General Meeting.

Dividend Distribution Policy

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 500 listed Companies shall formulate a Dividend Distribution Policy. This policy is available on the Company''s website at www.nesco.in

4. Sub Division of Equity Shares:

Your Company in its Board meeting held on 29 May 2017 has approved sub-division of equity shares from Rs.10 to Rs.2 per share which is subject to the approval of the shareholders at the ensuing annual general meeting. The sub-division of equity shares if approved by the shareholders will initiate after 15 September 2017.

Management Discussion and Analysis:

i) Nesco IT Park:

Income for the year was Rs. 14,191.14 lakhs (previous year Rs. 12,440.45 lakhs), an increase of 14.07%.

Your Company has started construction of IT building 4, having built up area of approx. 17,00,000 sq. ft. So far Rs. 25,610.04 lakhs has been spent on IT building 4. The building is precertified Platinum rated under the LEED India for Core & Shell rating system from the Indian Green Building Council. IT buildings 1, 2 and 3 are fully occupied by well renowned companies. Hall 3 provides Incubation Centre; and, Child Care Centre for children of employees working in Nesco IT Park.

ii) Bombay Exhibition Centre:

Income for the year was Rs.13,276.56 lakhs compared to Rs.11,183.36 lakhs in the previous year, an increase of 18.72%.

An amount of Rs. 345.51 lakhs was spent during the year for additional space, adding more facilities and improving infrastructure.

During the year 109 exhibitions and conventions were held in our Centre, out of which 27 were new organizers. Some of the new clients include Business Live, Radeecal Exhibitions, I for Africa, Beyond Infotainment, Times Conferences Ltd., Sumansa Exhibitions. Narayan Seva Sansthan had this year organized wedding ceremony for 101 couples at Bombay Exhibition Centre.

Our Centre continues to bring more visitors to Mumbai than any other venue.

Your Company has decided to build a new world class exhibition and convention center with integrated facilities. Plans for construction of first phase admeasuring 15,00,000 sq. ft. are being finalized.

iii) Nesco Hospitality Private Limited:

Nesco Hospitality Private Limited, wholly owned subsidiary of your Company, earned revenue of Rs. 568.32 lakhs as compared to Rs. 222.75 lakhs during the previous year, profit before tax was Rs. 71.52 lakhs

The Company has commissioned two food courts and started food services within Nesco Complex with leading international and national food brands and is targeting to cater to the growing demand of quality food services from the exhibition organizers, exhibitors, visitors and employees working in Nesco IT Park.

Your Company is now setting up a large kitchen facility in area admeasuring approx. 24,000 sq. ft. This facility is expected to be operational from July 2017. The facility will have capacity to produce about 15,000 meals per day. An investment of about Rs. 15 Crores is being made in this new world class, hygienic, kitchen facility.

iv) Indabrator:

In the year under review, Indabrator income was Rs. 3,388.52 lakhs (previous year Rs. 2,793.44 lakhs), an increase of 21.30%. Indabrator has recently won several large contracts, and has completed its expansion of machine building division at its Vishnoli Complex, Gujarat.

v) Investments:

Income from investments and other income were Rs. 4,298.23 lakhs (previous year Rs. 3,290.29 lakhs).

5. Finance:

Your Company had no debt as on 31 March 2017. Company''s liquid resources (fixed maturity plans, mutual funds, cash & bank balances) increased by 1.70% to Rs. 48,680.57 lakhs from Rs. 47,866.74 lakhs.

Estimated cost of developments proposed in Nesco IT Park, Bombay Exhibition Centre and Nesco Hospitality is about Rs.1500 Crores. It is our endeavor to finance these expansions from our own resources, without any borrowings, and to remain debt free.

Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for repayment.

6. Corporate Social Responsibility:

Your Company has undertaken various projects in the field of Education, Healthcare and Sanitation. Your Company is now supporting expansion of an English Medium Higher Secondary School and setting up of a new Surgical ICU.

Your Company is evaluating and will take up more CSR activities in different areas. Annual report of CSR activities is in "Annexure A" and is attached in this report.

7. Directors and Key Managerial Personnel:

Mrs. Sudha S. Patel, Non-executive Director, retires by rotation at the ensuing annual general meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and articles of association of your Company and being eligible has offered herself for reappointment. Her brief resume and other related information has been detailed in the annexure to the notice.

Mr. Krishna S. Patel was designated as Managing Director of the Company and Mr. Sumant J. Patel was designated as Executive Chairman with effect from 01 August 2016.

Mr. Manu Parpia was appointed as an additional, non-executive, independent director on the Board with effect from 10 May 2017. He shall be appointed as an independent director for a period of five years subject to approval of the shareholders in the ensuing Annual General Meeting.

8. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors, Board and Committees was carried out. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.

Regulation 17 of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Individual Directors.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this annual report.

9. Training of Independent Directors:

Your Company''s independent directors are highly qualified and have been associated with corporate and business organizations. They have been associated with your Company since last several years, hence they all understand Company''s business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has shown all the Independent directors Company''s business and manufacturing activities and were also introduced to Company''s staff. They were also introduced to new activities of the Subsidiary Company namely the Central Processing Unit (Kitchen Facility).

10. Declaration by Independent Directors:

All independent directors have given declarations that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

11. Number of Board and Committee Meetings:

Pursuant to Section 134(3)(b), details of Board Meetings held during the year are given in the Report on Corporate Governance.

During the year four board meetings and four audit committee meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of independent directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 and Regulation 25 was held on 30 May 2016.

12. Policy on Directors appointment and Remuneration and other details:

The Company''s policy on Directors appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in Corporate Governance Report, which forms part of Annual Report.

13. Director''s Responsibility Statement :

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that: -

a) in the preparation of the annual accounts for the financial year ended 31 March 2017, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as on 31 March 2017 and of the profit and loss of the Company for the financial year ended 31 March 2017;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

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

14. A. Auditors and Auditors Report:

The Board of Directors in their meeting held on 23 May 2015, on the basis of recommendations of the Audit Committee, in accordance with the provisions of Section 139(1) of the Companies Act, 2013, had appointed M/s Manubhai & Shah LLP, to act as the Statutory Auditors of your Company till the conclusion of the 60^th Annual General Meeting. The Company has received certificate from the Auditors to the effect that the appointment is in accordance with the limits specified under Section 139 (9) of the Companies Act, 2013.

The Board of Directors in their meeting held on 29 May 2017, ratified the appointment of Auditors for the financial year 2017-18.

The Auditors Report for the financial year 2016-17, does not contain any qualification, reservation or adverse remark.

B. Secretarial Audit and Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013, the Board of Directors at its meeting held on 29 May 2017, appointed Ms. Neeta H. Des ai of M/s. ND & Associates, Practising Company Secretary, as the Secretarial Auditor to conduct an audit of the Secretarial records, for the financial year 2017-18. The Secretarial Audit Report for the financial year 2016-17 is annexed herewith as "Annexure B." The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

15. Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of Annual Report.

16. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal audito’ The internal audit is conducted at various locations of Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

17. Vigil Mechanism/Whistle Blower Policy:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is on the website of the Company.

18. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. In fact your Company''s goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

19. Corporate Governance:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from M/s. Manubhai & Shah LLP, Chartered Accountants confirming compliance with requirement of corporate governance forms an integral part of this report.

20. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal

Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

21. Extract of Annual Return:

Pursuant to Section 134(3)(a), extract of Annual Return in Form MGT- 9 has been annexed herewith as "Annexure C".

22. Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company has been annexed herewith as "Annexure D."

23. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy and foreign exchange earnings and outgo activities in accordance with the provisions of Section 134(3)(m)of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 forms part of the notes to accounts.

24. Subsidiary Company:

During the previous year your Company had entered into the business of food catering and related services within the Nesco Complex. Nesco Hospitality Private Limited, the wholly owned subsidiary of your Company is now operating Food Courts, Day Care Centre and Gymnasium in Bombay Exhibition Centre and Nesco IT Park. The Company is also in process of setting up a world class kitchen facility to cater to the needs of employees working in Nesco IT Park and visitors to exhibitions and conventions.

A separate statement containing the salient features of financial statements of subsidiary of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

25. Related Party Transactions:

During the financial year 2016-17, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013. All transactions with related parties were reviewed and approved by the Audit Committee. All related party transactions that were entered into were on an arm''s length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure E" to this Report.

26. Deposits from Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. Business Responsibility Report:

A Business Responsibility Report as per Regulation 34 of the Listing Regulations forms part of this Annual Report.

28. Indian Accounting Standards:

Your Company has adopted Indian Accounting Standard (Ind AS) notified by MCA and the relevant provision of the Companies Act, 2013 and the general circulars issued by the Ministry of Corporate Affairs from time to time. The significant accounting policies which are consistently applied have been set out in the notes to the Financial Statements. In the preparation of the financial statements, figures of previous year have been reclassified, restated or regrouped wherever necessary to bring it in line with the Indian Accounting Standard (Ind AS).

29. Consolidated Financial Statements:

The consolidated financial statements of the Company are prepared in accordance with applicable Ind AS notified by Ministry of Corporate Affairs, and form part of this annual report.

30. Appreciation:

Your Directors wish to convey their appreciation for the support extended by the shareholders, clients and the employees of the Company.

For and on behalf of the Board of Directors

Sumant J. Patel

Executive Chairman

DIN: 00186976

Mumbai, 29 May 2017

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting 57th annual report of your Company for the year ended 31 March 2016.

1. Financial Results:

(Rs, in lakhs)

Particulars Consolidated Standalone

2015-16 2014-15 2015-16 2014-15

Income 27,559.14 22,277.98 27,336.39 22,271.88

Profit before depreciation and tax 20,034.13 16,634.54 20,032.98 16,647.56

Depreciation 670.13 670.09 670.13 670.09

Profit Before Taxes 19,364.00 15,964.45 19,362.85 15,977.47

Provision for Taxes 6,072.03 4,814.02 6,072.03 4,814.02

Net Profit after Taxes 13,291.97 11,150.43 13,290.82 11,163.45

Balance brought Forward 50.00 50.00 50.00 50.00

Amount available for appropriations: 1. Dividend 1,197.83 915.98 1,197.83 915.98

2. Tax on Dividend 243.85 155.67 243.85 155.67

3. Transfer to General Reserve 11,850.29 10,078.79 11,849.14 10,091.80

4. Surplus carried forward to Profit and

Loss Account 50.00 50.00 50.00 50.00

2. Review of Operations:

Your Company achieved a consolidated turnover of Rs, 27,559.14 lakhs, an increase of 23.71% over the previous year''s consolidated turnover of Rs, 22,277.98 lakhs.

Consolidated Profit before depreciation and tax was Rs, 20,034.13 lakhs as compared to Rs, 16,634.54 lakhs in previous year, an increase of 20.44%.

Consolidated earnings per share amounted to Rs, 94.32 (previous year Rs, 79.13). Company''s general reserves increased from Rs, 52,547.26 lakhs to Rs, 64,397.55 lakhs.

3. Dividend:

The Board of Directors has decided that interim dividend of Rs, 8.50 per share of Rs, 10.00 each be confirmed as final dividend.

4. Management Discussion and Analysis:

i) Nesco IT Park:

Income for the year was Rs, 12,046.02 lakhs (previous year Rs, 9,067.36 lakhs), an increase of 32.85%.

Your Company has started construction of IT building 4, having built up area of approx. 17,00,000 sq. ft. The building is pre-certified Platinum rated under the LEED India for Core & Shell rating system from the Indian Green Building Council. IT buildings 1, 2 and 3 are fully occupied by well renowned companies. Hall 3 provides Incubation Centre and Child Care Centre for children of employees working in Nesco IT Park.

ii) Bombay Exhibition Centre:

Income for the year was Rs, 11,183.36 lakhs compared to Rs, 8,586.27 lakhs in the previous year, an increase of 30.25%.

During the year 156 exhibitions and conventions were held in our Centre, out of which 33 were new organizers. Some of the new clients include Infinity Exhibitions & Conferences Pvt. Ltd., JP Morgan Services India Pvt. Ltd., V-Rock Entertainment Agency, Dalit Indian Chambers of Commerce & Industry (DICCI), New Media Communication Pvt. Ltd. and Artisians & Weavers Welfare Association.

The Maritime Exhibition organized by Ministry of Shipping held in April 2016 in Bombay Exhibition Centre was inaugurated by Indian Prime Minister Mr. Narendra Modi when Chief Ministers of Maharashtra, Gujarat, other states and several foreign and national dignitaries were present. This exhibition has attracted large investments.

Our Centre continues to bring large number of visitors and tourists from out of City, State and Country.

iii) Nesco Hospitality Private Limited:

Nesco Hospitality Private Limited, wholly owned subsidiary of your Company, has earned revenue of Rs, 222.75 lakhs as compared to Rs, 6.10 lakhs during the previous period.

The Company has started food court services within our Nesco Complex with leading international and national food brands and is targeting to cater the growing demand of quality food services from the exhibition organizers, exhibitors, visitors and employees working in Nesco IT Park. Your Company is taking steps to establish a large world class kitchen, construction is expected to start in later part of this year.

iv) Indabrator:

In the year under review, Indabrator income was Rs, 2,501.74 lakhs (previous year Rs, 1,790.92 lakhs), an increase of 39.69%

2015-16 showed some progress in the capital goods industry. A number of projects which were deferred in the previous year were completed in the current year. Your Company has recently won several large contracts. Company has decided to expand its machine building division at its Visholi Complex, Gujarat, construction for which is expected to start in Q4 of this year.

v) Investments:

Income from investments and other income was Rs, 1,605.27 lakhs (previous year Rs, 2,827.33 lakhs).

5. Finance:

Your Company had no debt as on 31 March 2016. Company''s liquid resources (fixed maturity plans, mutual funds, cash & bank balances) increased by 6.59% to Rs, 41,439.01 lakhs from Rs, 38,878.07 lakhs.

Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for repayment.

6. Corporate Social Responsibility:

Your Company has undertaken several programs and activities as part of its Corporate Social Responsibility Group. In the rural areas your Company has supported setting up of an industrial training institute and three English Medium Schools.

These Schools provide modern education facilities including smart class / audio visual learning system, modern computer labs, etc. The Company''s CSR team regularly monitors these activities.

Your Company has also taken initiatives under "Swachh Bharat Abhiyan". A new 9,00,000 Litres Over Head Water Tank at a nearby village is completed with your Company''s assistance. Old Water Tank having capacity of 2,40,000 Litres was also renovated. Several toilets were constructed in a village as part of Swachh Bharat Program.

The Company is evaluating and will take up more CSR activities in different areas. The Annual Report on CSR activities is annexed as "Annexure A."

7. Directors and Key Managerial Personnel:

Dr. Ram S. Tarneja, Independent Director of the Company, who was a Director of the Company for many years, expired on 07 August 2015. Your Board places on record its appreciation for outstanding contribution made by Dr. Tarneja during his tenure as an Independent Director.

Mrs. Sudha S. Patel, Non-Executive Director, retires by rotation at the ensuing annual general meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of your Company and being eligible has offered herself for reappointment. Her brief resume and other related information has been detailed in the annexure to the notice.

Mr. Sumant J. Patel, Chairman & Managing Director, Mr. Krishna S. Patel, Joint Managing Director, Mr. Dipesh R. Singhania, Chief Financial Officer and Ms. Jinal J. Shah, Company Secretary and Compliance Officer (appointed w.e.f. 09 February 2016) are the Key Managerial Personnel.

8. Board Evaluation:

Regulation 17 of the Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this annual report.

9. Training of Independent Directors:

Your Company''s Independent Directors are highly qualified and have been associated with corporate and business organizations. They have been associated with your Company since last several years, hence they all understand Company''s business and activities very well, however, pursuant to Regulation 4 of the Listing Regulations, the Board has shown all the Independent Directors Company''s business and manufacturing activities and were also introduced to Company''s staff. They were also introduced to new activities of the Company namely, Day Care Centre, Food Court area and the new Hospitality Subsidiary Company.

10. Declaration by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Listing Regulations.

11. Number of Board and Committee Meetings:

Pursuant to Section 134(3)(b), details of Board Meetings held during the year are given in the Report on Corporate Governance.

During the year 5 (Five) Board Meetings and 4 (four) Audit Committee meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors, pursuant to Section 149(7) read with Schedule VI of the Companies Act, 2013 and Clause 49 was held on 23 May 2015.

12. Policy on Directors appointment and Remuneration and other details:

The Company''s policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in Corporate Governance Report, which forms part of Annual Report.

13. Directors'' Responsibility Statement as required under Section 134(3)(c) of the Companies Act, 2013:

The Directors state that: -

a. in the preparation of the annual accounts for the financial year ended 31 March 2016, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31 March 2016 and of the Profit and loss of the Company for the financial year ended 31 March 2016;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and,

f. proper systems to ensure compliance with the provisions of all applicable laws were followed and that such systems were adequate and operating effectively.

14. A. Auditors and Auditors Report:

The Board of Directors in their meeting held on 23 May 2015, on the basis of recommendations of the Audit Committee, in accordance with the provisions of Section 139(1) of the Companies Act, 2013, had appointed M/s Manubhai & Shah LLP, to act as the Statutory Auditors of your Company till the conclusion of the 60th Annual General Meeting. The Company has received certificate from the Auditors to the effect that the appointment is in accordance with the limits specified under Section 139(9) of the Companies Act, 2013.

The Board of Directors in their meeting held on 30 May 2016, ratified the appointment of Auditors for the financial year 2016-17.

The Auditors Report for the financial year 2015-16, does not contain any Qualification, reservation or adverse remark.

B. Secretarial Audit and Secretarial Audit Report:

The Board of Directors at its meeting held on 17 March 2016, in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. ND & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Audit Report is annexed herewith as "Annexure B." The Secretarial Auditors Report for the financial year 2015-16, does not contain any Qualification, reservation or adverse remark.

15. Particulars of Loans, Guarantees and Investments:

The particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of Annual Report.

16. Internal Financial Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defend standards. The Company follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor goals and results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the internal auditors. The internal audit is conducted at various locations of Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

17. Vigil Mechanism/Whistle Blower Policy:

The Company has a vigil mechanism to deal with fraud and mismanagement, if any. The policy is on the website of the Company.

18. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. In fact your Company''s goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

19. Corporate Governance:

As required by Regulation 27 of the Listing Regulations of stock exchange, a report on corporate governance and a certificate from M/s. Manubhai & Shah LLP, Chartered Accountants confirming compliance with requirement of corporate governance are given as a separate report, which forms part of this annual report.

20. Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

21. Conversion of energy, technology absorption, foreign exchange earnings and outgo:

The Company is undertaking necessary energy conservation activities in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

22. Extract of Annual Return:

Pursuant to Section 134(3)(a), extract of Annual Return in Form MGT- 9 has been annexed herewith as "Annexure C".

23. Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company has been annexed herewith as "Annexure D."

24. Subsidiary Company:

During the previous year your Company had entered into the business of food catering and related services within the Nesco Complex. Nesco Hospitality Private Limited, a wholly owned subsidiary of your Company is now operating Food Courts, Day Care Centre and Gymnasium in Bombay Exhibition Centre and Nesco IT Park. The Company is also in process of setting up world class kitchen facility to cater the needs of employees working in Nesco IT Park and visitors to exhibitions and conventions.

A separate statement containing the salient features of financial statements of subsidiary of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

25. Related Party Transactions:

During the financial year 2015-16, all related party transactions that were entered into were on an arm''s length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential confect with the interest of the Company at large.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure E" to this Report.

26. Deposits from Public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

27. Consolidated Financial Statement:

The Consolidated Financial Statement of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

28. Appreciation:

Your Board of Directors wish to convey their appreciation for the support extended by the clients, shareholders, bankers and the employees of the Company.

For and on behalf of the Board of Directors

Sumant J. Patel

Chairman & Managing Director

DIN: 00186976

Mumbai, 30 May 2016

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Mar 31, 2013

The Directors have pleasure in presenting their annual report with the audited statement of accounts for the year ended 31 March 2013.

1. Financial Results:

PARTICULARS 2012-13(Rs.) 2011-12(Rs.)

Income 1,627,438,061 1,394,736,879

Profit before depreciation and tax 1,195,011,844 1,002,640,393

Depreciation 58,277,241 34,164,996

Profit before taxes 1,136,734,603 968,475,397

Provision for taxes 319,878,455 294,890,526

Net Profit 816,856,148 673,584,871

Exceptional Items - 231,659

Balance brought forward 5,000,000 5,000,000

Amount available for appropriations 821,856,148 678,353,212

Appropriations:

i) Dividend 49,321,972 42,275,976

ii) Tax on Proposed Dividend 8,382,269 7,021,511

iii) Transfer to General Reserve 759,151,907 624,055,725

iv) Surplus carried forward to P & L Account 5,000,000 5,000,000

2. Review of Operations:

During the year Company achieved a turnover of Rs. 1,627,438,061, an increase of 16.68 % over the previous year turnover of Rs. 1,394,736,879. PBT was Rs. 1,136,734,603 as compared to Rs. 968,475,397 in previous year, an increase of 17.37%. Earnings per share amounted to Rs. 57.97 (previous year Rs. 47.78). The Company''s general reserves increased from Rs. 2,760,356,908 to Rs. 3,519,266,728.

3. Dividend:

Your Directors are pleased to recommend a dividend of 35% per equity share of Rs. 10/- each (previous year 30%) for the year ended 31 March 2013 amounting to Rs.49,321,972 (previous year Rs. 42,275,976), subject to approval by shareholders at the 54th annual general meeting. This would involve a cash outflow of Rs. 57,704,241. The dividend is free of tax in the hands of the shareholders.

4. Finance:

Your Company had no debt as on 31 March 2013. Company''s liquid resources (FMPs, MFs, FD''s, Cash & Bank balances) increased by 21.53 % to Rs. 2,605,714,553 from Rs. 2,144,146,612.

Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for repayment.

5. Internal Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company also follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor expectations and budgeted results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the Internal Auditors. The internal audit is conducted at various locations of Company and covers all key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

6. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. Infact your Company''s goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of operations of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

7. Directors:

Mr. Jai S. Diwanji was appointed as additional director with effect from 3 November 2012.

Mr. Mahendra Chouhan and Mr. K. Srinivasa Murty retire by rotation at the ensuing annual general meeting and being eligible offer themselves for reappointment. The profile of the Directors to be reappointed at the annual general meeting is given in the annexure to the notice.

Mrs. Sudha Patel has expressed her desire not to be re-appointed as Joint Managing Director. She has agreed to continue as Director.

During the year Mr. Mohan Parikh resigned from his position as Director of the Company after having served the Company for 50 years. Directors place on record their appreciation of the valuable services rendered by Mr. Parikh during his tenure as Director.

8. Directors'' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations available to them

i) In the preparation of the annual accounts the applicable accounting standards have been followed.

ii) Appropriate accounting policies have been selected and supplied consistently and have made judgments that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2013 and of the profit of the Company for the year ended on that date;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

9. Corporate Governance:

As required by Clause 49 of the listing agreement of stock exchange, a report on corporate governance and a certificate from M/s. Shah & Co., Chartered Accountants confirming compliance with requirement of corpo'' itn governance are given in an -tnnfixure which forms part of this report

10. Corporate Social Responsibility:

Nesco group continued to increase its activities in the rural social sector. In the education field an English medium school in a village is being setup with our assistance which will commence its activities from acpmic year 2013-2014. Students from needy families are being given scholarships. Our CSR group monitors these activities, recently, Nesco provided support to Mumbai Police department in organizing Mahila Melava 2013 in Bombay Exhibition Centre for women safety and rights wherein more than 3,000 women from different parts of the city participated. The Bombay Exhibition Centre will also be providing assistance to NGO 2013, an event for the NGOs to showcase their activities and thereby gather public support.

11. Auditors:

Shah & Co., Chartered Accountants, retire as auditors of the Company on th<= c -nclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are re r-uebted to appoint auditors for the current year and fix theirremuneration.

12. Conversion of energy, technology absorption, foreign exchange earnings and outgo:

The Company is undertaking the necessary energy conservation activities in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988.

13. Particulars of Employees:

The information required under section 217 (2A) of the Companies Art 1956 read with Companies (particular of employees) Rules, 1975, in respect of employees of the Company, is provided in annexure forming part of this report. In terms of section 219(1 )(b)(iv) of the Companies Act, 1956, the report and accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary.

14. Acknowledgment:

The Directors thank the shareholders, customers, vendors and bankers for their support.

The Directors also thank all members of the Nesco team for their valuable contribution

For and on behalf of the Board of Directors

Sumant J. Patel

Mumbai, 25 May 2013 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting their annual report with the audited statement of accounts for the year ended 31 March 2012.

1. Financial Results:

PARTICULARS 2011-12 (Rs) 2010-11(Rs)

Income 1,394,736,879 1,269,885000

Profit before taxes 968,475,397 822,363,772

Provision for taxes 294,890,526 313,862,766

Net Profit 673,584,871 508,501,006

Exceptional Items 231,659 177,741,596

Balance brought forward 5,000,000 5,000,000

Amount available for appropriations 678,353,212 691,242,602

Appropriations:

i) Dividend 42,275,976 35,229,980

ii) Tax on Proposed Dividend 7,021,511 5,851,347

iii) Dividend in respect of FY 2009-2010 (including taxes thereon) - 12,324,504

iv) Transfer to General Reserve 624,055,725 632,836,771

iv) Surplus carried forward to Profit & Loss Account 5,000,000 5,000,000

2. Dividend:

Your Directors are pleased to recommend a dividend of Rs 3 per equity share of Rs 10/- each (i.e. 30%, previous year 25%) for the year ended 31 March 2012 amounting to Rs 42,275,976 (previous year Rs 35,229,980) subject to approval by shareholders at the 53rd annual general meeting. This would involve a cash outflow of Rs 49,297,487. The dividend is free of tax in the hands of the shareholders.

3. Year in Retrospect:

It was a challenging year for the Indian economy. Due to high inflation, there was increase in cost of funds. There was decline in infrastructure, power & other projects and in industrial investment. Delay in policy decisions further adversely affected the domestic economic growth. Debt crisis in Europe and other global issues also affected the Indian economy, which slowed down reporting a growth of 6.10%, lowest during the last 9 years. These factors affected demand for IT space and for capital goods.

4. Performance:

During the year Company achieved a turnover of Rs 1,394,736,879, which is an increase of 9.83% over the previous year. Profit before exceptional item and tax was Rs 968,475,397 as compared to Rs 822,363,772 in previous year, an increase of 17.77%. Earnings per share amounted to Rs 48 (previous year Rs 49). The Company's reserves increased from Rs 2,136,765,184 to Rs 2,760,356,908.

Divisional Performance:

Bombay Convention & Exhibition Centre: Income for the year was Rs 762,974,607 compared to Rs 656,229,418 in the previous year registering an increase of 16%. Over 116 conventions & exhibitions were held in our Centre, of which 48 were new clients, including Engineering Export Promotion Council, The Energy Resources Institution and Images Multimedia. Over 1,146,400 persons visited BCEC, out of which over 480,000 were from out of Mumbai / abroad. BCEC is the venue which brings more visitors to Mumbai than any other venue. During the year, the Company spent Rs 40,089,277 (previous year Rs 48,528,217) on repairs and upgradation of the convention & exhibition centre halls covering an area of over450,000 sq.ft.

Nesco IT Park: Income for the year was Rs 267,154,906 (previous year Rs 337,363,875). Income was lower due to reduced demand after slowdown in India and in several Western countries. IT Building No.3 admeasuring about 800,000 sq.ft., is ready with construction work completed while internal finishing work is going on. So far the Company has incurred capital expenditure of Rs 1,133,109,185onthis project, which was financed from internal resources.

Indabrator - Industrial Capital Goods Group: In the year under review, the Industrial Capital Goods Group's income increased to Rs 249,624,321 (previous year Rs 168,210,331), an increase of 48%. Such increase was possible despite slowdown in the capital goods segment. During the year, the Company spent Rs 7,209,955 on capital expenditure.

Income from Investments: Income from investments and other income was Rs 114,983,045 (previous year Rs 108,081,376), an increase of 6%.

5. Finance:

Your Company had no debt as on 31 March 2012. Company's liquid resources (FDs, FMPs, MFs, cash & bank balances) increased by 27% to Rs 2,144,146,612 from Rs 1,687,436,427. General reserves increased by 31% from Rs 2,136,765,184 to Rs 2,760,356,908.

During the year the Company paid a total amount of Rs 292,486,146 by way Of various taxes and duties. Your Company has neither accepted any deposits from the public during The year no rare any deposits out standing for repayment.

6. Management Discussion and Analysis:

Company is in the initial stage of considering expansion of the Bombay Convention & Exhibition Centre. We expect to finalize plans during this year.

The IT building 3 is now completed and is expected to start generating revenue from the current financial year. Company expects significant growth in revenues in 2013-14. The Company has initiated steps to secure required approvals for starting construction of IT building 4, admeasuring about 1,200,000 sq ft, which has been designed by a leading American architects firm. Cost of construction is expected to be Met through internal resources.

Though uncertainty still prevails in the capital goods segment which showed negative growth last year, your Company was able to achieve significant growth. Your Company has been continuously investing in developing new products and technologies. To accelerate this process your Company is investing in construction of a new building and other capital expenditure to set up a Research and Development Centre for Indabrator, its Industrial Capital Goods Division. Construction of this new building is progressing well, besides several new equipment and facilities will also be installed.

Our Directors are of the view that Indian economy will recover in the near future, and India growth story will continue. Accordingly our Company has decided to continue without delay its investment plans in all its three divisions.

7. Recognition:

Forbes Asia September 2011 issue has published a list of "200 Best Under A Billion" Companies in Asia. Nesco is one of the Companies in the list. The 'Best Under A Billion' list is chosen from nearly 15,000 publicly-listed Asia-Pacific companies with actively traded shares and having annual revenues in the range of $5 million - $ 1 billion and are publicly traded for at least a year. The selection of the best 200 companies is based on earnings growth, sales growth, and shareholders return on equity in the past 12 months and over three years.

Nesco was included amongst top India Inc 500 Club- India's best performing midsized companies.

8. Internal Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company also follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor expectations and budgeted results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the Internal Auditors. The internal audit is conducted at various locations of the Company and covers all the key areas. All audit observations and follow up actions are discussed with the Management also the Statutory Auditors and the Audit Committee reviews them regularly.

9. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. Infact your Company's goals are: no accidents, no injuries to people and no damage to environment. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of operations of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

10. Directors:

Dr. Ram S Tarneja and Mr. Bharat V Patel retire by rotation at the ensuing annual general meeting and being eligible offer themselves for reappointment. The profile of the Directors to be reappointed at the annual general meeting is given in the annexure to the notice. There are no other changes in the Board of Directors of the Company.

11. Directors' Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 1956, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations available to them:

i. in the preparation of the annual accounts the applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently and have made judgments that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2012 and of the profit of the Company for the year ended on that date;

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

iv. the annual accounts have been prepared on a going concern basis.

12. Corporate Governance:

Your company is compliant with the requirement of Clause 49 of the listing agreement. Necessary disclosures have been made in this regard in the Corporate Governance Report. A certificate from the Statutory Auditors of your Company regarding compliance with the requirements of Corporate Governance as stipulated under Clause 49 of the listing agreement is attached to this report. The report on Corporate Governance is included and forms part of this report

13. Corporate Social Responsibility:

Nesco continued its activities in the rural social sector. Anew English medium school is under construction in a village with funds provided by our Company. Students from needy families are being given scholarships. Our CSR Group is closely involved with these activities.

14. Auditors:

Shah & Co., Chartered Accountants, retire as auditors of the Company on the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint auditors for the current year and fix their remuneration.

Recently, Mr. Hemendra N. Shah, partner of Shah & Co, passed away. Your Directors wish to place on record their appreciation of the long, constructive relationship our Company had with Mr. Shah and convey their sincere condolences to his family.

15. Conversion of energy, technology absorption, foreign exchange earning and outgo:

The Company is undertaking the necessary energy conservation activities in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988.

16. Particulars of Employees:

In terms of provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, names and other particulars of employees are required to be attached to this report. However, as per the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Report and Annual accounts sent to the shareholders do not contain the said annexure. Any member desirous of obtaining a copy of the said annexure may write to the Compliance Officer at the Registered Office of the Company.

17. Acknowledgment:

The Directors thanks for the support received from the shareholders, customers, vendors and bankers.

The Directors also thank all members of the Nesco team for their valuable contribution.

For and on behalf of the Board of Directors

Sumant J. Patel

Mumbai, 30 May 2012 Chairman & Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting their annual report with the audited statement of accounts for the year ended 31 March 2011.

2010-11 2009-10

1. Financial Results: Rs. Rs,

Income 1,448,689,517 1,198,196,927

Profit before tax 1,001,168,289 787,277,164

Provision for tax 315,000,000 225,000,000

Net Profit 686,242,602 550,084,657

Balance brought forward 5,000,000 5,000,000

Amount available for appropriations 691,242,602 554,767,877

Appropriations:

i) Dividend 35,229,980 10,568,994

ii) Tax on Proposed Dividend 5,851,347 1,755,510

iii) Transfer to General Reserve 632,836,771 537,443,373

Surplus carried forward to Profit & Loss Account 5,000,000 5,000,000

2. Dividend:

Your Directors are pleased to recommend a dividend of 25% (15% previous year) on the increased capital of 14,091,992 equity shares after issue of 1:1 bonus shares last year. This would involve a cash outflow of Rs.41,081,327 inclusive of dividend tax.

It is our Companys policy to pay dividends which can be sustained in the years to come, while considering the Companys goal to finance its expansion plans from internal funds as far as possible.

3. Year in Retrospect:

During the year Company achieved a turnover of Rs.1,448,689,517 as compared to Rs. 1,198,196,927 in previous year, an increase of 21%. The PBT was Rs. 1,001,168,289 as compared to Rs. 787,277,164 in previous year, an increase of 27%. Earnings per share amounted to Rs.49 on doubled equity capital after issue of bonus shares (previous year Rs.78). The Companys reserves increased from Rs.1,574,900,517 to Rs.2,127,062,258.

During the year, the Company paid an amount of Rs. 372,643,007 by way of various taxes and duties.

Divisional Performance:

a) Bombay Convention & Exhibition Centre:

Bombay Convention & Exhibition Centre income was Rs.656,229,418 compared to Rs.540,429,225 in the previous year, an increase of 21%.

Over 105 conventions & exhibitions were held in our Centre.

During the year, the Company spent Rs.48,528,217 (previous year Rs.42,869,185) on capital expenses, repairs, modernization and upgradation of the four convention & exhibition centre halls covering an area of over4,50,000 sq. ft.

b) Nesco IT Park and Realty Division:

Income from IT Park and Realty Division increased from Rs.229,549,115 to Rs.516,168,392.

As regards IT Building no.3 admeasuring about 800,000 sq., construction work is completed and internal finishing work is going on. So far the Company has incurred capital expenditure of Rs.788,942,710 on this project.

c) Indabrator- Industrial Capital Goods Group:

In the year under review, the Industrial Capital Goods segment did not pick up as was expected but in fact showed negative growth in the country as many corporates deferred their plans for capital investment. Besides, several customers could not take delivery of equipment ordered by them. As a result, income was Rs.168,210,331 as compared to Rs.248,305,826 in previous year.

d) Income from Investments:

Income from investments and other income was Rs. 108,081,376 (previous year Rs. 179,912,761). Due to economic slow down in 2008-09, the interest rates had reduced significantly. As most of the Companys investments are in debt funds, the income was lower, at Rs. 70,928,951 (previous year Rs. 103,043,900) even though the amount invested was higher.

Finance:

Your Company had no debt as on 31 March 2011. Companys liquid resources (FDs, FMPs, MFs, cash & bank balances) increased by 24% to Rs.1,687,436,427 from Rs. 1,358,883,404. General reserves increased from Rs. 1,574,900,517 to Rs.2,136,765,184.

Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for repayment.

4. Management Discussion and Analysis:

a. Bombay Convention & Exhibition Centre, the largest centre in India in the private sector, has become the most popular venue for conventions & exhibitions, with all world leading organizers holding their events in our centre. Its space utilization is better than world average. The Company is in the process of finalizing its expansion plans for which a world leading American architect firm has been appointed. Our Company hopes to start construction of the first new convention & exhibition hall before the end of this financial year. We expect our Convention & Exhibition Centre revenues to grow in 2011 -12.

b. Nesco IT Parks third building is nearing completion: construction work is over, internal finishing is now in progress. Company expects some revenues from IT building 3 in 2011 -12 and full occupancy in 2012-13. A leading American architect firm has been appointed for subsequent IT buildings, designs for IT building 4 are under finalization. We expect to start work on IT building 4 by December 2011.

c. In a slowdown, capital goods are the first to be affected and last to pick up. This segment is now showing positive trend, inflow of orders is increasing, the Company expects good growth in 2011-12 in its Indabrator Division.

d. Now that interest rates are going up, our Investment income is likely to be higherthan previous year.

5. Internal Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company also follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor expectations and budgeted results and scrutinizes reasons for deviations in order to take necessary corrective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the Internal Auditors. The internal audit is conducted at various locations of the Company and covers all the key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

6. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. Infact your Companys goal are: no accidents, no harm to people and no damage to environment. The health and medical services are accessible to all employees through well equipped occupational health centers at all manufacturing facilities. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing _facilities._

Clean environment and sustainable development integrated with the business objective is the focus of operations of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

7. Directors:

Mr. Mahendra K Chouhan and Mr. Mohan P Parikh retire by rotation at the ensuing annual general meeting and being eligible offer themselves for reappointment. The profile of the Directors to be reappointed at the annual general meeting is given in the annexure to the notice. There are no other changes in the Board of Directors of the Company.

8. Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations available to them

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

ii) Appropriate accounting policies have been selected and supplied consistently and have made judgments that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2011 and of the profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared ongoing concern basis.

9. Corporate Governance:

As required by Clause 49 of the listing agreement of stock exchange, a report on corporate governance and a certificate from M/s. Shah & Co., Chartered Accountants confirming compliance with requirement of corporate governance are given in an annexure which forms part of this report

10. Corporate Social Responsibility:

Nesco group continued to increase its activities in the rural social sector. In the education field, after setting up an English medium school in a village, further assistance is being given to upgrade and expand this school. Proposal is under consideration to impart training in entrepreneurship. Students from needy families are being given scholarships. In the health field, our Company assisted hospitals and health projects. Our CSR group monitors these activities.

11. Auditors:

Shah & Co., Chartered Accountants, retire as auditors of the Company on the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint auditors for the current year and fix their remu neration.

12. Conversion of energy, technology absorption, foreign exchange earning and outgo:

The Company is undertaking the necessary energy conservation activities in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988.

13. Particulars of Employees:

As required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (particular of employees) Rules, 1975, the name and other particulars are set out in the Schedule 13 note 11A (a)

14. Acknowledgment:

The Directors thankfor the support received from the shareholders, customers, vendors and bankers. The Directors also thank all members of the Nesco team for their valuable contribution.

For and on behalf of the Board of Directors

Sumant J. Patel

Mumbai, 27 May 2011 Chairman & Managing Director

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Mar 31, 2010

The Directors present their 51st annual report togetherwith the audited statement of accounts for the year ended 31 March 2010.

1. Financial Results:

2009-10 2008-09 Rs, Rs.

Income 1,198,196,927 946,913,649

Profit before tax 787,277,164 460,777,730

Provision for tax 225,000,000 145,000,000

Net Profit 550,084,657 328,030,027

Balance brought forward 5,000,000 5,000,000

Amount available for appropriations 554,767,877 333,992,292

Appropriations:

i) Dividend 10,568,994 8,455,195

ii) Tax on Proposed Dividend 1,755,510 1,436,960

iii) Transfer to General Reserve 537,443,373 319,100,137

Surplus carried forward to Profit & Loss Account 5,000,000 5,000,000

2. Bonus Issue:

It has been our Companys policy to enhance shareholder value. Shareholders will recollect that Company had made a 1:1 bonus issue in 2006. In view of the improved performance, the Directors had, in the 29 May 2010 Board meeting, again recommended a 1:1 bonus issue. Authorized share capital of the Company to be increased from Rs. 7,50,00,000 to Rs. 15,00,00,000. Due to recent introduction of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Company was required to complete all formalities within two months from the date of passing of the board resolution. Accordingly the Company had the resolutions for issue of bonus shares and increase in authorized capital approved by postal ballot and the bonus shares were listed effective from 29 July 2010.

3. Dividend:

Your Directors, in the Board meeting held on 11 August 2010 have recommended a dividend of 15%, Rs. 1.50 per equity share (previous year 12%, Rs. 1.20 per equity share), on the increased capital of 14,091,992 equity shares of Rs. 10/- each, amounting to Rs. 21,137,988 (previous year Rs. 8,455,195). In the annual accounts, the Company has made provision for dividend amount of Rs. 10,568,994 and tax on proposed dividend of Rs. 17,55,510, the balance dividend amount of Rs. 10,568,994 and the balance tax on proposed dividend of Rs. 17,55,510 will be given effect in the financial year 2010-2011.

4. Management Discussion and Analysis:

i) Overview

During the year Company achieved a turnover of Rs.1,198,196,927 as compared to Rs.946,913,649 in previous year an increase of 26%. The PBT was Rs. 787,277,164 as compared to Rs. 460,777,730 in previous year, an increase of 71%. Earnings per share amounted to Rs.79 (previous year Rs.47). The Companys reserves increased from Rs. 1,038,022,585 to Rs. 1,574,900,517.

ii) Divisional Performance

During the year 2009-10, Companys all business groups were profitable.

Invoicing 2009 - 10 2008 - 09 Rs. Rs.

Services Group:

Bombay Convention & Exhibition Centre, Nesco IT Park and

Realty Group 769,978,340 571,375,972

Industrial Capital Goods Group:

Indabrator 248,305,826 279,608,347

Income from Investments & Other Income 179,912,761 95,929,330

Total 1,198,196,927 946,913,649

a) Bombay Convention & Exhibition Centre

Bombay Convention & Exhibition Centre income was Rs.540,429,225 compared to Rs.349,615,729 in the previous year, an increase of 54%.

New organizers who hosted their convention & exhibitions at our Convention & Exhibition Centre in 2009-10 include: Messe Nurnberg; Business India Exhibitions; Orbitz Exhibitions and others. For the year 2010-11 new customers will include Messe Munich; Bangkok Exhibition Services; Diversified Communications; Arc Light Events; Electronics Today; Indian Aviation; Infomedia 18; and several others, including those focusing on power & renewable energy.

During the year, the Company spent Rs.42,869,185 (previous year Rs.53,126,909) on repairs, modernization and upgradation of the four convention & exhibition centre halls covering an area of over 4,50,000 sq. ft.

b) Nesco IT Park and Realty Division

Income from IT Park and Realty Division increased from Rs.221,760,243 to Rs.229,549,115.

As regards IT Building no.3 admeasuring about 800,000 sq., construction is under way. So far the Company has spent Rs.442,384,347 on this project.

c) Indabrator-Industrial Capital Goods Group

Income was Rs.248,305,826 as compared to Rs.279,608,347 in previous year. Large value of finished/semi finished goods could not be dispatched due to constraints faced by our customers. Due to economic slowdown, several corporates had deferred or cancelled their plans for capital investments. Now, with the economy improving, orders inflow is improving.

d) Income from Investments

Income from investments and other income was Rs.179,912,761 (previous year Rs.95,929,330).

iii) Future Outlook

2008-09 was a year in which the world went through economic upheavals, affecting growth, demand and new investments. Now the Indian economy is back on growth path.

As a result, our Convention & Exhibition Centre was the first to benefit, its revenues increasing by 54%. We expect revenues to also grow in 2010-11.

Nesco IT Park expects increase in revenues in 2011 -12 once the IT building no.3 is completed.

In a slow down, capital goods are the first to be affected and last to pick up. Now, the new order inflow for Indabrator has started improving, we expect Indabratorto increase revenue this year.

Company was able to improve management of its funds, as a result there was a good increase in the investment income. As interest rates have gone down, investment income may not show significant growth.

5. Finance:

Your Company had no debt as on 31 March 2010.

Companys liquid resources (FDs, FMPs, Debt MFs, etc) increased to Rs.1,358,883,404 from Rs.1,232,004,368. General reserves increased from Rs. 1,038,022,585 to Rs.1,574,900,517.

Your Company has neither accepted any deposits from the public during the year nor are any deposits outstanding for repayment.

6. Internal Control Systems:

Your Company has well laid out policies on financial reporting, asset management, adherence to Management policies and also on promoting compliance of ethical and well defined standards. The Company also follows an exhaustive budgetary control and standard costing system. Moreover, the management team regularly meets to monitor expectations and budgeted results and scrutinizes reasons for deviations in order to take necessary collective steps. The Audit Committee which meets at regular intervals also reviews the internal control systems with the Management and the Internal Auditors. The internal audit is conducted at various locations of the Company and covers all the key areas. All audit observations and follow up actions are discussed with the Management as also the Statutory Auditors and the Audit Committee reviews them regularly.

7. Safety, Health and Environment:

Your Company recognizes its role in health and safety, as well as its responsibility towards environment and society. Infact your Companys goal are: no accidents, no harm to people and no damage to environment. The health and medical services are accessible to all employees through well equipped occupational health centers at all manufacturing facilities. Safety and security of personnel, assets and environmental protection are also on top of the agenda of the Company at its manufacturing facilities.

Clean environment and sustainable development integrated with the business objective is the focus of operations of the Company. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development.

8. Personnel:

Employee relations during the year were cordial and stable.

The Directors appreciate the contributions, dedication and commitment of all employees of Company in achieving the 2009- 2010 results.

9. Listing:

The Companys equity shares are traded both on the National Stock Exchange of India Limited and Bombay Stock Exchange Limited (BSE).

10. Directors:

Dr. Ram S Tarneja and Mr. K. S. Srinivasa Murty retire by rotation at the ensuing annual general meeting and being eligible offer themselves for reappointment. The profile of the Directors to be reappointed at the annual general meeting is given in the annexure to the notice. There are no other changes in the Board of Directors of the Company.

11. Directors Responsibility Statement:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that to the best of their knowledge and belief and according to the information and explanations available to them

(i) In the preparation of the annual accounts the applicable accounting standards have been followed.

(ii) Appropriate accounting policies have been selected and supplied consistently and have made judgments that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31.03.2010 and of the profit of the Company forthe year ended on the date;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

12. Corporate Governance:

As required by Clause 49 of the listing agreement of stock exchange, a report on corporate governance and a certificate from M/s. Shah & Co., Chartered Accountants confirming compliance with requirement of corporate governance are given in an annexure which form part of this report

13. CSR:

Nesco group continued to increase its activities in the rural social sector. Schools are being assisted to expand & modernise; and students from needy families are being given scholarships. Proposals are under consideration to set up new schools in rural areas. For these activities a separate CSR group has been set up.

14. Auditors:

M/s Shah & Co., Chartered Accountants, retire as auditors of the Company on the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The members are requested to appoint auditors for the current year and fix their remuneration.

15. Conversion of energy, technology absorption, foreign exchange earning and outgo:

The Company is undertaking the necessary energy conservation activities in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988.

16. Particulars of Employees:

As required under sub-section (2A) of section 217 of the Companies Act, 1956 read with Companies (particular of employees) rules, 1975, the name and other particulars are set out in the schedule 13 note 11 A(a).

17. Acknowledgment:

Directors wish to express their appreciation for the assistance and co-operation received from the shareholders, employees and all other stakeholders of the Company.

For and on behalf of the Board of Directors

Sumant J. Patel Chairman & Managing Director

Mumbai, 11 August 2010