Dear Members,

Your Directors have great pleasure in presenting before you the

42^nd Annual Report of your Company together with the audited financial statements (standalone and consolidated) and Auditors' Report for the financial year ended 31 ^st March, 2023.

1.0 P ERFORMANCE HIGHLIGHTS: 1.1 Physical Performance:

(a) A lumina Refinery achieved Alumina Hydrate production of 21.23 lakh MT against normative capacity of 21.0 lakh MT, which is 101.1% capacity utilization.

(b) Aluminium Smelter achieved full capacity production of 4.6 lakh MT, with all 960 pots in operation for the 2nd consecutive year.

2.0 SALES PERFORMANCE:

A s ummary of sales achieved during 2022-23 is tabulated hereunder:

* I ncluding Special Grade Hydrate.

Your Company achieved all time high total sales of metal, a growth of 1.58% compared to previous year and domestic sales of metal after experiencing sluggish domestic demand for Aluminium metal during the financial year 2021-22, recovered and registered a 35.54% jump since its inception during financial year 2022-23.

3.0 FINANCIAL PERFORMANCE:

e details of financial performance are given

* I ncludes changes in inventories of finished goods and work-in-progress and finance costs.

4.0 FU TURE OUTLOOK:

Market outlook for Alumina and Aluminium Industry is tabulated as under:

* P rojected figures published by CRU for the period January – June, 2023 for Alumina and January - September, 2023 for aluminium metal have been extrapolated to arrive at 2023 figures (Source: June, 2023 CRU).

5.0 D IVIDENDAND APPROPRIATIONS:

Y our Company being a Govt. of India CPSE, dividend in compliance with DIPAM's guidelines. During the year the Company has paid final dividend for the FY 2021-22 @ 1.50 per equity share amounting to

275.49 crore and interim dividend @ 3.50 per equity share amounting to 642.82 crore in two tranches for the FY 2022-23. e total dividend payout for the financial year 2022-23 is 918.32 crore as against 1,101.98 crore during the previous year. Dividend payout is 59.48% of the PAT of current financial year against 37.33% of the previous financial year.

Directors' Report

e Board of Directors have recommended final dividend @ 20% i.e. 1.00 per equity share subject to approval of the shareholders in the ensuing Annual General Meeting.

6.0 M OU PERFORMANCE:

B ased on financial performance and achievement other parameters, your Company is rated "Excellent" as per the Memorandum of Understanding (MoU), signed by your Company with the Government of India for the financial year 2021-22.

MOU score for financial year 2022-23 is not yet finalized by DPE.

7.0 R AW MATERIAL SECURITISATION:

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P anchapatmali Bauxite Mines (Central & North Block) and South Block have all statutory clearances with lease validity up to 16.11.2032 and 19.07.2029 respectively. Both the Mines are in operation. Alumina Refinery Plant is having a captive Steam and Power Plant (SPP). For sustainable supply of coal to SPP, your Company is having 1.141 million MT Fuel Supply Agreement with CIL Subsidiaries. Shortfall quantity, if any, are sourced through coal auction (Spot/Exclusive) route.

Aluminium Smelter Plant is having Captive Power Plant (CPP) for sustainable power supply. e CPP is a thermal power plant and requires around 6.8 million MT coal per annum to meet the power generation, as demanded by Smelter plant. For CPP, coal is sourced from the nearby coal mines of M/s. Mahanadi Coalfields Limited (MCL).

Your Company is having Fuel Supply Agreement with MCL for 4.716 Million MT Coal, and 0.90 million MT Bridge Linkage coal MoU with MCL. Balance shortfall quantity are sourced through coal auction (Spot/ Exclusive) route.

U tkal-D Coal block has been operationalized in year 2022-23.

Your Company is in the process of setting up of 5th Stream in its existing Alumina Refinery which shall add 1.0 MTPY to its existing installed capacity of 2.1 MTPY, at a projected expenditure of 6,435.90 crore at December, 2018 price level, based on improved Medium Pressure Digestion technology of M/s. Rio Tinto Alcan Limited (RTAL). Presently the projected cost of the project is being revised to March, 2023 price level. Your Company has obtained major statutory clearances like Environmental Clearance from MoEF & CC and Consent to Establish (CTE) from Odisha State Pollution Control Board.

M/s. yssenkrupp Industrial Solutions (India) Private Ltd. has been appointed as EPCM consultant for Alumina Refinery. M/s. M. N. Dasturco, has been appointed as EPCM consultant for Steam and

Power Plant of Alumina Refinery. Basic engineering for the project has been completed by M/s. RTAL and overall project completion as on July, 2023 is 57.83%. Site activity comprising of Survey and Soil Investigation and Site Grading work has been completed. Contractors for most of the packages have been mobilized at the site for commencement of construction work. e project is targeted to be commissioned by May, 2025.

8.2 Alternate sourcing of Bauxite for 5th Stream:

Sourcing of bauxite for 5th Stream expansion of Alumina Refinery has been envisaged from Pottangi

Mines. However, availability of bauxite from Pottangi Mines is expected beyond the scheduled commissioning of 5th Stream expansion. Hence, sourcing of bauxite from existing Panchpatmali Mines South Block has been planned through setting up of a crushing & conveying system for which a capital expenditure of 483 crore has been approved.

M/s. DCPL has been engaged as the EPCM consultant for the project. Order for major packages such as Over Land Conveyor, Crusher Plant, Water System, Electrical System and Site & Infrastructure packages are finalized. Site construction activities are under progress. e project is targeted to be completed by January, 2025.

In pursuit of being a harbinger for harnessing green & clean energy, your Company has established 198.40 MW Wind Power Plants in various states of India. In this noble endeavour, your Company is in the process of augmenting its wind power generation capacity to 223.90 MW by adding another wind power project of capacity 25.5 MW at Kayathar, Tamil Nadu at a capital expenditure of

163 crore through M/s. REGen Powertech Pvt. Limited. Substantial progress (65%) has been made on supply and erection of the equipment. However, the job is not completed yet due to fragile financial situation of the executing agency. e executing agency, M/s. REGen has subsequently been referred to NCLT. e final resolution order has been issued by NCLT in February, 2022. As the terms of the approved resolution plan are not favorable in the interest of project execution, your Company has filed a petition at NCLAT for review of approved resolution plan. e decision of NCLAT is awaited.

Pottangi Bauxite Mines (75 Million Tonnes) has been reserved by Government of India in favour of your Company for meeting the bauxite requirement of 1 Million Tonne Alumina Refinery under expansion. e Mining Plan has already been approved. Important statutory clearances like Forest Clearance, Environment Clearance and Consent to Establish have been obtained. Grant Order for Mining Lease has also been obtained from Government of Odisha. Consultant for preparation of DPR for Pottangi Mines has been engaged. e Mines is likely to be operational in the 1st quarter of financial year 2025-26.

Utkal-D and Utkal-E Coal Blocks (175 Million Tonnes) have been allocated by Government of India as a part of raw material security to the existing operational Units at Captive Power Plant (CPP) and future expansion of your Company. Your Company executed the Mining Lease deed of Utkal-D after obtaining requisite regulatory clearances and completing land acquisition in the Mining Lease area. Appointment of Mine Developer and Operator (MDO) including signing of Coal Mining Agreement has been completed for Utkal-D & Utkal-E Coal Mines. R&R benefits and PDF list for Utkal-D & Utkal-E Coal Mines have been finalized in RPDAC meeting. 1st tranche of 80 crore and 2nd tranche of 100 crore has been released by NALCO towards R&R Funds for Utkal-D & E. Disbursement of R&R benefits by District Authorities is under way.

e activities for development of railway siding are under progress.

All Statutory clearances has been obtained for

Utkal-D Coal mines and Mining operations in Utkal-D Coal Mines commenced from 09.11.2022. Coal dispatch started from Utkal-D Coal Mines to Captive power plant (CPP) w.e.f. 18.04.2023.

Forest Clearance, Environment Clearance, Consent to Establish and Consent to Operate have been obtained for Utkal-E Coal mines and Mining Lease deed of Utkal-E has been executed with District Administration in January, 2023. All efforts are being made to operationalize Utkal-D & E Combined Coal mines as per the approved Mining plan.

On a standalone basis the Company has achieved a CAPEX of 1,816.78 crore (excluding investment in joint venture companies). Considering the capitalization done by joint venture companies, on a consolidated basis the CAPEX of the Company stands at 1,876.16 crore.

A Risk Management Policy has been formulated and approved by the Board of Directors and the same is available in the Company's website www.nalcoindia.com.

11.0 HUMAN RESOURCES MANAGEMENT:

11.1 Presidential Directives on SC/ST reservation:

Your Company complies with all applicable presidential directives and other guidelines in the matter of reservations of SC/ST/OBC/EWS and other categories like PWD and Ex-servicemen. Your Company's manpower strength is 5,190 as on

31^st March, 2023 compared to 5,520 manpower as on 31st March, 2022. Out of these employees, 323 were women employees. As on 31.03.2023, there were 815 SC employees (15.70%), 999 ST employees (19.25%), 805 OBC employees (15.51%), 90 PWD employees (1.73%), 10 EWS employees (0.19%) and 08 Ex-servicemen employees on roll of the Company.

Your Company continued to maintain a conducive and cordial Industrial Relation climate during the year 2022-23. e healthy practice of sorting out and settling issues through discussions with trade unions/workers' representatives enabled the Company in ensuring workers' participation at different levels and establishing a peaceful industrial relations climate. Employees are the driving force behind the sustained stellar performance of your Company and they contributed significantly in achieving highest ever production of the Company during 2022-23. As a commitment towards your Company's core values, employees' participation in management was made effective based on mutual respect and trust. Compliance of applicable Labour Laws, adherence to Government Guidelines and consultative decision making, continued to be the core strengths in dealing with employee benefits and welfare issues. Zero tolerance to indiscipline continued to remain the hallmark of the Company's IR philosophy.

For developing and maintaining a decent workplace, your Company has adopted the International Standard, Social Accountability 8000 (SA-8000) since 2009-10. e Certification helped the Company in becoming more transparent in the areas of child labour, forced labour, safe and healthy work environment, working hours, remuneration, freedom of association, collective bargaining process, discrimination and disciplinary practices to all the stakeholders of the Company including employees, customers, suppliers and other interested parties.

All the units of your Company are certified to the latest version of SA 8000 i.e. SA 8000:2014. All the Production Units including Corporate Office are certified to SA 8000:2014 standard since 2017 (New Version). Certification of all production units and Corporate Office are being renewed every 3 years.

With a legacy of over four decades, NALCO always aims towards achieving sustainable development across the economic, social and environmental dimensions addressing the five P's of sustainability namely people, planet, prosperity, partnership and peace. Inclusive growth by means of comprehensive interventions has always been the thrust of NALCO. Your Company has been following the mandates of the Companies Act, 2013 while considering CSR project. All the ideas and intended developmental actions have been evaluated against the Schedule-VII of the Act. e initiatives are also taken up by consulting a wide range of stakeholders, including local people and local administration. e projects are prioritized as per needs of the community and continuous monitoring is done to improve their impacts. Your Company has spent 39.54 crore in the financial year 2022-23 on various CSR projects against the mandated CSR obligation of 36.64 crore complying with the requirements of its CSR policy in line with Companies Act, 2013. e Company has undertaken theme based CSR activities on "Health and Nutrition" as per Department of Public Enterprises, Government of India OM dated 5^th April, 2022.

e thrust areas of implementation are Healthcare, Education, Drinking Water, Rural Development, Environmental Sustainability and Development of Iconic city, Puri. NALCO primarily focuses on identifying gaps in the existing system of delivery to society and intervening meaningfully with them, so as to create a long-term, sustainable impact rather than creating parallel system.

12.2 I mportant CSR initiatives undertaken during financial year 2022-23: a) Contribution to Prime Minister CARES Fund. b) Door step primary medical facility with free medicine through Mobile Health Units equipped with doctor and paramedical staff in periphery villages of S&P Complex, Angul, M&R Complex, Damanjodi, Pottangi Bauxite Mines Area and Utkal-D & E Coal Blocks Area. c) Development of Community Health Centre (CHC) at Mathalput in Koraput district. d) Residential education to poor backward and tribal children from periphery villages of M&R Complex, Damanjodi and Pottangi Bauxite Mines Area. e) Supporting poor and meritorious girl students under Nalco-Ki-Ladli Scheme. f) Drinking water through pipe in periphery villages of S&P Complex, Angul. g) Various activities to promote violence free lives among women in the state of Odisha. h) Infrastructural activities such as construction of roads, culverts, drains and community halls in different rural areas. i) Various developmental and renovation activities in Iconic City, Puri. j) Support for construction of pilgrim accommodation blocks in Badrinath.

A detailed report on CSR activities prepared in line with various applicable provisions of the Companies Act, 2013 is attached at Annexure-I.

During the year 2022-23, study visit of the Department related Parliamentary Standing Committee on Industry on the subject "Implementation of 25% prescribed procurement from MSME by NALCO under the Pubic Procurement Policy and Review of release of payment to MSMEs", Parliamentary Standing Committee on Coal, Mines and Steel on the subject "Self-reliance in Minerals and Metals", Standing Committee on Coal, Mines and Steel on the subject "Joint Venture Projects of the Company" and Study Visit of the Committee on Public Undertakings on the subject "Corporate Governance in CPSUs" were undertaken.

Management Discussion & Analysis Report in line with Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations, 2015 is placed at Annexure-II to this report.

e report also contains:

(a) Various initiatives undertaken to further business development.

(b) e details in respect of adequacy of internal financial controls with reference to the financial statements and risk management practices. (c) Various initiatives taken up in the field of environment management at different units of the Company.

15.1 I nformation Technology (IT):

e global aluminium market is set to grow at a CAGR of over 6%. Aligning with business, Information Technology (IT) is set to play a central role in the business functions at NALCO. Your Company understands that, IT would play a very crucial role for a sustainable growth. Leveraging technology for better business process management has always been the prime focus area at your Company. Your Company's digital initiatives are aimed at seamlessly supporting the business objectives & be the key business driver. Your Company's business processes are continuously modified, automated and digitized to provide tangible benefits and add immense value to the business.

e IT Framework is built on 5 strategic pillars: a) Integrated decision support system. b) IT infrastructure: DC, DR, cloud, network, services. c) ERP and centralised packages. d) Dashboard & Analytics. e) IT-OT integration and historian.

Since 2010, your Company has implemented Enterprise Resource Planning (ERP) integrating all the business functions such as sales & distribution, finance & controlling, materials management, human resource, plant maintenance and production planning to ensure uniformity in process, improved information availability and transparency for information based decision making. Your

Company is in the process of implementing payroll in ERP. For improved transparency, speed and accountability, your Company has implemented electronic file handling system (e-Office) across all plants and offices. is has contributed immensely in reduction in use of paper and making offices greener. For secure and ready access to digitized documents, the e-Office Knowledge Management System has been implemented. is system enables a secure and controlled environment for sharing of documents in a central instance across the Company.

Your Company has digitally enabled employee centric services such as payroll, attendance, and income tax including work flow based self-service applications like appraisal, leave, loans, perquisites, tour, medical reimbursements and probation confirmation. Computerized Hospital management to facilitate decision making at various levels of management.

To increase productivity and reduce costs, your plants are taking up initiatives leveraging the power of next generation technologies viz. AI, Robotics, AR/VR: a) Despatch Automation: Implementation of a fully integrated and automated system for aluminium dispatch. e project purpose is to bring in efficiencies and visibility in dispatch management. b) Smart Mines: A strategy is being put in place to move towards a connected Mines with visibility and integration of the complete mining value chain.

15.9 IT Infrastructure:

e role of IT is critical in facilitating the business functions. Recognizing this, your Company has an elaborate IT infrastructure in place to address the needs and also ensure uninterrupted service: a) e Primary Data Center is located at Corporate Office, Bhubaneswar. Data Center uses server virtualization technologies and hosts all centralized applications including ERP and e-Office. As part of the Business Continuity Plan, a Disaster Recovery Data

Center is located in a separate seismic zone with a strong and regularly tested business continuity plan in place.

b) Plants and Offices are interconnected with dual

MPLS circuits from different service providers for uninterrupted access to applications and services hosted at Corporate Data Center. e WAN bandwidth has been enhanced to cater to the increased load triggered mainly by COVID-19 practices. For increased network availability across locations, a state of the art SDWAN technology is being introduced.

c) Each plant location and Corporate Office have Gigabit Ethernet LAN with Firewall. e Corporate Data Center has gateway protection solutions additionally.

d) Multichannel video conferencing solution for effective communications between all business units.

e Data Centre and the Disaster Recovery sites are ISO 27001:2013 certified for security compliance. e replication between the Disaster Recovery Site and Primary Data Centre is asynchronous with an RPO of 30 minutes. IT infrastructure and application security is ensured with network gateway and endpoint security solutions. Implementation effectiveness is further assured with application and security audits and mock drills wherein observations are well documented for improvements. Your Company has undertaken an extensive IT security audit encompassing its network devices, Infrastructure devices and applications. For increasing Cyber awareness, every 1st Wednesday of the month was celebrated as Cyber Jagrookta Diwas (CJD). Experts and practitioners from the cyber security domain engage with the employees on the subject.

In all units i.e. Mines, Alumina Refinery, CPP, Smelter and Port Facilities, Integrated Management System based on ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 continued to be effectively implemented with regular external audits, internal audits and management review meetings. Recertification of ISO 9001:2015, ISO 14001:2015 of smelter, ISO 9001:2015 of Port Facilities, Mines and CPP were done during this time period. At the closure of financial year, certification status of all the Units w.r.t. ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 remained intact.

e EnMS continued to be effectively implemented with regular external audits, internal audits and management review meetings in CPP, Smelter which are included in the Perform, Achieve & Trade (PAT) scheme of BEE. During the financial year, recertification of ISO 50001:2018 of Alumina Refinery was done successfully. At the closure of financial year, certification status of the units w.r.t.

ISO 50001:2018 remained intact.

In the financial year, total 35 quality circle projects were completed, whereas several more were in-progress. Further, 15 Quality Circle Teams participated in the National Convention NCQC 2022 of QCFI, out of which 7 numbers received Par-Excellence award. Also, 7 Quality Circle teams participated in the CII State Industry carnival out of which 2 teams were selected and participated in CII East Zone Finals.

As per the Kaizen by SGA scheme, total 3,187 Kaizens were completed during the reporting year, the highest so far.

20 numbers of Lean Six Sigma Green Belt projects have been successfully completed in the financial year with due verification of benefits and savings.

16.6 Business Excellence: a) A lumina Refinery Unit bagged the prestigious

CII-EXIM Bank Business Excellence award for the year 2022 in the ‘Platinum' Category during the CII-IQ National Quality Summit and also conferred with consistent progressive organization award. b) Panchpatmali Bauxite Mines and Captive Power Plant Units secured the prestigious "Gold Plus" category recognition on in the CII EXIM Bank Award for Business Excellence 2022.

Panchpatmali Bauxite Mines was successfully recertified and received QCFI-JUSE 5S Excellence award by Union of Japanese Scientists & Engineers (JUSE) for 5 S work place management system during 8th National conclave on 5 S.

At Smelter and CPP, 5 S work place management system continued to be effectively implemented with regular internal assessments and review meetings by Unit management whereas for Refinery in addition to regular internal assessments and review meetings, external audits have also been done.

(a) Pr ogressive use of Hindi is being per provision of the O_cial Language Act, 1963 and O_cial Language Rules, 1976.

(b) Your Company also holds the Chairmanship position of TOLIC, Bhubaneswar and Angul. Scheduled meetings have been organized at both the locations involving all local PSUs Offices. In this regard, Company's efforts have been appreciated in the meetings by the representatives of RIO, Government of India.

(c) Hindi workshops were organised on 27.04.2022 and 23.09.2022 with faculty support of Shri Nirmal Kumar Dubey, Office In-charge of Regional Implementation Office (East), MHA, Kolkata. (d) e website of the Company is being regularly updated in bilingual i.e. Hindi and English.

(e) General Knowledge and Hindi quiz competitions were organized on 22.06.2022, in order to encourage the member offices for implementation of the offcial language, while ensuring the participation of the member offices. Necessary arrangements were also made to telecast the same on Doordarshan.

(f Hindi) Fortnight 2022 was observed at Corporate Office, Production Units and Regional Offices of the Company to encourage the use of Hindi in offcial work and various competitions were organised among employees and students.

(g) During the Hindi Day celebrations held on 14th

September, 2022, ‘Kavi Sammelan' was organised at Mines and Refinery Complex, Damanjodi.

(h) On the occasion of Hindi Fortnight 2022, the offcial language knowledge and picture expression competitions were organized on 23.09.2022 under the banner of TOLIC(U).

(i) On the occasion of Hindi Fortnight - 2022, employees were rewarded with Shankar Dayal Singh Smriti Puraskar.

(j) On the occasion of ‘World Hindi Day', a Travel

Memoir Competition was organised for the members of TOLIC(U), Bhubaneswar under the banner of TOLIC(U).

(k) A technical workshop and quiz competition were organised for the members of TOLIC(U), Bhubaneswar under the banner of TOLIC(U) on 15^th March, 2023.

(l) Faculty assistance on unicode and tools and techniques of Hindi computing was provided to the member offices of TOLIC, Bhubaneswar.

18.0 SPORTS:

18.1 NALCO: Empowering Sports and Fostering Excellence:

As a distinguished Navratna PSU, your Company has been a steadfast proponent of sports development since its inception. Your Company takes great pride in recruiting sports personalities from various disciplines, including athletes, cricketers, chess players, and women footballers. ese former international players have made significant contributions to the promotion of sports as coaches and selectors for state and national teams.

18.2 es e are the highlights of some remarkable achievements and journeys of the sporting personnel, who continue to inspire and elevate the world of sports: a) Shri Debasis Mohanty - An Esteemed Cricketing Icon: Shri Debasis Mohanty, a former pace bowler of the Indian National Cricket Team, has served as a member of the All-India Senior Selection Committee Panel appointed by the BCCI until October, 2022. His invaluable expertise and experience have played a crucial role in shaping the future of Indian cricket.

Your Company is grateful for his outstanding contributions to the sport. b) Shri Shiv Sundar Das - A Catalyst for Batting Excellence: Shri Shiv Sundar Das, a former opening batsman of the Indian National Cricket Team, has made significant contributions as a batting coach and national selector. His expertise and dedication have been instrumental in the development of young cricketers. roughout the year, Shri Das served as the head coach of the NCA Under-19 camp, head coach of NCA Team-D for NCA INTER Matches, and the batting coach for the Punjab Cricket Association for the 2022-23 season. His guidance has undoubtedly strengthened the batting prowess of aspiring cricketers. c) Ms. Anuradha Biswal - Inspiring Track and Field Athlete: Ms. Anuradha Biswal, a former track and field athlete specializing in the 100 meter hurdles, has brought glory to the nation. With a Bronze in the 2000 Asian Championship and a Gold in the 2006 South Asian Games, she has made a mark in the sporting arena. Currently, Ms. Biswal represents as the National Coordinator in Athletics for the All India Public Sector Sports Control Board (AIPSSCB). Additionally, she imparts fitness training to aspiring young sports talents at the Kalinga Stadium in Bhubaneswar. d) Ms. Sradhanjali Samantaray - A Trailblazer in Women's Football: Ms. Sradhanjali Samantaray, former captain of the Indian National Women's Football Team, has made significant contributions to women's football. Her appointment as the head coach of the Odisha Police Team in the Indian Women's League and as a National selector for the Hero U-17 Women's National Football Championship showcases her leadership and expertise. Her coaching roles and achievements have significantly elevated the standard of women's football in India.

e) Ms. Ranjita Mohanty - Goalkeeping Coach Extraordinaire: Ms. Ranjita Mohanty, a former national goalkeeper, has embraced the role of a goalkeeping coach for the U-17 Indian Women's Team. Her coaching expertise and experience have contributed to the development of promising young goalkeepers. rough her guidance and mentorship, she plays a crucial role in shaping the future of women's football in India. f) Ms. Aparajita Gochhikar - An Inspiring Chess Mentor: Ms. Aparajita Gochhikar, an international chess player, has been an exemplary representative of your Company. Her recent achievements as coach of the Indian team in the World Cadets Chess Championship 2022, where India secured two gold medals and one bronze medal, are a testament to her exceptional coaching abilities. We are also proud of Ms. Gochhikar's appointment by the World Chess Federation to the Fair Play Panel in the 44th FIDE Chess Olympiad 2022, where she received the prestigious IA title. Her dedication to the game and commitment to fair play have brought honor to NALCO and the Indian chess community.

g) Ms. Sunita Lakra - A Hockey Champion:

Ms. Sunita Lakra, a former captain of the Indian Women's Hockey Team, continues to excel in her sporting endeavors. She represented Odisha in various national championships including the 12th Senior Women National Championship 2022, where she won a gold medal. Her consistent performance and dedication have made her a valuable asset to Indian hockey.

h) Ms. Namita Kabata - Assisting Promising Athletes:

Ms. Namita Kabata, a former sprinter, has made significant contributions as an Assistant Coach, assisting promising athlete Ms. Srabani Nanda in training camps in Jamaica. Her mentorship and expertise have helped nurture talent and enhance performance.

18.3 Your Company always remains committed to empowering sports and fostering excellence in athletics. Your association with renowned sports personalities like Shri Debasis Mohanty, Shri Shiv Sundar Das, Ms. Anuradha Biswal, Ms. Sradhanjali Samantaray, Ms. Ranjita Mohanty, Ms. Namita Kabata, Ms. Aprajita Gochhikar, and Ms. Sunita Lakra has been a source of immense pride and inspiration. NALCO continues to support and nurture young talents, preparing them for national and international competitions through dedication to sports and aims for contributing towards growth and development of sports in the country.

Broad details of the vigil mechanism, established in your Company are given below:

i) Your Company has a well-established Vigilance Department headed by a Chief Vigilance Officer (CVO) who is appointed on deputation from Government of India. Other vigilance officers who assist the CVO are selected on deputation basis in consultation with and concurrence of CVO. Your Company has its vigilance set up at three locations, i.e. Corporate Office at Bhubaneswar, S&P Complex at Angul and M&R Complex at Damanjodi.

(ii) e vigilance functions are generally, in the nature of preventive, punitive, surveillance & detection.

e functions of CVO are as follows:

(i) Overall Vigilance Administration of the

Company.

(ii) Maintaining a good link with CVC and CBI besides organizing structured review meetings with CMD, assisting & advising CMD on the matter of vigilance.

(iii) Furnishing of various returns/reports to

Ministry/CVC/CBI.

(iv) Assisting CVC in selection of Independent External Monitors (IEMs) for I.P (Integrity Pact).

(v) Assisting management in formulation/ updation of anti-corruption policies/ measure.

(vi) Assisting management in development of

Integrity Index & ascertaining the fairness, transparency & equity in various domain functions and overall management.

(vii) Organizing training on Vigilance Awareness, Vigilance Administration, case studies etc.

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. e purpose of this policy is to provide a framework to promote responsible and secure whistle blowing culture. It protects employees wishing to raise a concern about serious irregularities within the Company. Details of the policy are available in the Company's website www.nalcoindia.com.

Corruption is a special category of risk. Corruption Risk Management policy of your Company has been implemented to determine the key principles and requirement aimed at preventing corruption and compliance of anti-corruption law of India. e policy reflects commitment of your Company and management to high ethical standards at carrying on business in an open, transparent and honest manner, aimed at improving corporate culture, compliance with the best practices in corporate governance and maintaining the business reputation in your Company.

During the year, no fraud by the Company or any material fraud on the Company by its officers or employees has been reported by the Auditors in their report under section 143(12) of the Companies Act, 2013. Your Company has a Board approved Fraud

Prevention Policy and the same is placed in the Company's website www.nalcoindia.com.

19.5 ONLINE DATA UPDATION ON DoPT PORTAL: In line with CVC and DoPT directives, your Company responded actively in regularly updating the data of the executives at DGM (E-6) and above, on the web portal "https://doptapp.nic.in/solve/".

Your Company has conducted Outreach Activity and Integrity Pledge Drive at various schools and colleges in and around the Company's head office

(at Bhubaneswar) and plant complexes (at Angul and Damanjodi) wherein approx. 2,500 citizens have been undertaken online/o_ine Integrity Pledge and awareness.

is portal has been developed to provide information about vigilance structure at NALCO, its different activities, practices or initiatives undertaken by the Vigilance Department and also to provide scope to lodge the complaint and to check status of the complaint in online mode.

In order to address the provisions of Right to Information Act (RTI), one Appellate Authority, one Public Information Officer and nine Assistant public information officers responsible for providing information sought by stakeholders, have been nominated. e following are the details of the RTI applications and appeals during 2022-23:

ir d party Transparency Audit for the year your Company has been carried out by M/s. National productivity Council, New Delhi with satisfactory remarks.

e RTI requests and appeals are received and replied through both physical and online mode. Your Company is aligned with online RTI portal of Department of Personal and Training (www.rtionline.gov.in) with effect from January, 2017.

e equity shares of your Company continued to be listed on BSE Limited and National Stock Exchange of India Ltd, the premier stock exchanges of the country, having nationwide trading terminals. e listing fees for the financial year 2023-24 have been paid on time to the Stock Exchanges.

22.0 P AYMENT OF ANNUAL CUSTODY/ ISSUER FEES TO DEPOSITORIES:

A nnual connectivity fees and custody fees/issuer for the financial year 2023-24 have been paid on time to both M/s. National Securities Depository Ltd. and M/s. Central Depository Services (India) Ltd.

All matters relating to transmission of shares, issue of duplicate share certificates, payment of dividend, de-materialization and re-materialization of shares and redressal of investors grievances are carried out by the Company's RTA i.e. M/s. KFin Technologies Limited (Formerly KFin Technologies Private Limited), Hyderabad.

SUSTAINABILITY REPORT:

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In line with SEBI circular no. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated 10.05.2021, a Business Responsibility & Sustainability Report (BRSR) for 2022-23 describing various initiatives taken by the Company on social, environmental and governance perspective, is attached as Annexure-III which forms part of this

Annual Report.

24.1 Reports on Sustainable Development:

(a) e mandatory report on sustainability i.e. the Business Responsibility & Sustainability Report (BRSR) addressing the environmental, social & governance aspects as required by SEBI, is completed and published.

(b) In addition to above report, a standalone report is prepared on voluntary basis, in accordance with Global Reporting Initiative (GRI) Universal Standards.

25.1 Research & Development:

(a) 42 p atents have been filed since of which 28 have been granted, 8 have been commercialized and 05 patents were granted in financial 2022-23. ree technical papers were published in international conference proceedings during the year. (b) Research Advisory Committee (RAC) meetings are being held periodically to review the R&D activities of the Company. (c) MOU renewed with BARC & NALCO on

‘Development of Chemical Methods and Technologies for Value Added Processes and Products in Aluminium Industry'. Project on "Development of sacri_cial bricks from red mud for core catcher of nuclear thermal power plants" has been started.

(d) Under the umbrella MOU with BARC, Bauxite certified reference material, CRM BARC - B1201 has been developed successfully and the same was offcially released on 24th March, 2023 at NRTC, Bhubaneswar. (e) Twenty numbers of collaborative projects are out in progress with various reputed institutes like IIT Bhubaneswar, IIT Kharagpur, CSIR-IMMT, JNARDDC, CSIR-CECRI etc. Seven collaborative projects awarded during the year. (f) Project on "Development of process and suitable medium for selective extraction of Gallium from Plant liquor and setting up a demonstration plant in Refinery" with BARC is in progress.

(g) Project activity is in progress on ‘Technology development for holistic utilization of red mud among three companies viz. NALCO, HINDALCO and VEDANTA and three research institutes NML, IMMT and JNARDDC. Demonstration trials were conducted at all three institutes and project is being monitored and reviewed on a regular basis.

(h) Development of a process for Spent Pot line Carbon (hazardous waste) treatment and recovery of valuables is in progress with JNARDDC and IMMT.

(i) A project on aluminium air battery development is in progress with CSIR-CECRI. (j) Investment decision for setting up of Pilot Aluminium Alloy Casting plant at NRTC has been obtained. (k) Total 3,500 no of samples of bauxite, aluminium metal, alumina, coal etc. were tested in NRTC Laboratory. (l) Research Development & Innovation RDI road map 2022-2027 has been approved. (m) In-house R&D trial taken up for production of grain refined EC grade Al wire rods and production of high thermal conductivity Al-Si alloy at Cast House of Smelter.

(n) MoU signed with Bhubaneswar City Knowledge Innovation Cluster Foundation

(BCKICF) to create a strong Science and Technology ecosystem using industry-academia partnership.

(o) Benefits Derived as a result of the R&D projects (In-House & Collaborative completed in 2022-23): i) Certified Reference Material (CRM) of Bauxite, first of its kind developed indigenously, which can be made available to Indian users at a much lower price compared to imported materials. ii) A new process developed in laboratory scale for production of high purity aluminium metal by low temperature electrolysis. iii) A new process developed for light weight Al-Mg-Si automotive components using additive manufacturing and powder metallurgy processes.

25.2 e particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Companies Act, 2013 are given in the Annexure-IV to this report.

STATEMENT:

P ursuant to the provisions of Section 134(3)(c) 134(5) of the Companies Act, 2013, your Directors hereby confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) e Directors had 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 and loss of the Company for that period; (c) e Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) e Directors had prepared the annual accounts on a going concern basis; (e) e Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

27.0 C ORPORATE GOVERNANCE:

A r eport on Corporate Governance in Regulation 34 read with Schedule-V of SEBI (LODR) Regulations, 2015 and DPE guidelines is prepared and placed at Annexure-V to this report.

e Statutory Auditors of the Company have issued a certificate on Corporate Governance which is appended to the Corporate Governance Report.

28.0 CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

e Policy on Related Party Transactions approved by the Board and placed in your Company's website which can be accessed at www.nalcoindia.com.

Your Directors draw the attention of the members to note number 40 of the financial statements which sets out related party disclosures. and A related party transaction was entered with M/s. GACL-NALCO Alkalies and Chemicals Private Limited (A JV Company of National Aluminium Company Limited and Gujarat Alkalies and Chemicals Limited) at arm's length basis for procurement of Caustic soda lye as per Caustic soda supply agreement during the year under report. A report in Form AOC-2 is attached at Annexure-VI to this report.

e following changes took place in the Board of Directors of your Company since the last report:

Shri Pankaj Kumar Sharma was appointed as Director (Production) w.e.f. 01.02.2023.

29.1.2 Cessation:

(a) T enure of Shri Bijay Kumar Das as Director

(Production) ended on 31.01.2023.

(b) Tenure of Shri Manasa Prasad Mishra as

Director (P&T) ended on 31.07.2023.

In accordance of the provisions of the Act, the following are the Key Managerial Personnel of your Company: (a) Shri S. Patra, Chairman-cum-Managing Director (b) Shri R. S. Mahapatro, Director (HR) (c) Shri R. C. Joshi, Director (Finance) with (d) Shri S. Samantaray, Director (Commercial) (e) Shri P. K. Sharma, Director (Production) & Director (P&T) - Addl. Charge (f) Shri N. K. Mohanty, Group General Manager and Company Secretary 29.1.4 Declaration of Independence by Independent Directors:

Your Company has received declaration from the Independent Directors of the Company confirming been that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

During the year, 8 (Eight) Board meetings were held. Details of the meetings are available in the report on Corporate Governance (Annexure–V) placed in this Annual Report.

e details of various Sub-committees of the Board including Audit Committee, their composition, terms of reference, details of meetings held are given in the Corporate Governance Report (Annexure–V) placed in this report.

29.1.7 P ostal Ballot process for appointment of Directors: Shareholders of your Company have approved appointment of Shri S. Samantaray, Director (Commercial) and Shri S. R. Patel, Part-time Non-o_cial (Independent) Director through Postal Ballot process dated 28.04.2022 in compliance with the amended Regulations 17(1C) and 25(2A) of the SEBI (LODR) Regulations, 2015 with required ordinary/special resolutions.

In accordance with the Companies Act, 2013, the Annual Return for the financial year 2022-23 in the prescribed format is available in your Company's website at https://d2ah634u9nypif.cloudfront.net/wp-content/ uploads/2023/08/Dra_-Annual-Return_2022-23.pdf

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under report: (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) Issue of shares, sweat equity shares and ESOS to employees of the Company.

(d) Neither Chairman-cum-Managing Director nor the Whole-time Directors of the Company received any commission from the Company.

(e) No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors also state that no disclosure or reporting is required in respect of the following areas as they are exempted for Government Companies by Ministry of Corporate Affairs vide notification dated 5th June, 2015 and notification dated 5th July, 2017.

(i) Company's policy on Director's appointment and remuneration including criteria for determining qualification, attributes, independence, etc. as per Section 134(3)(e) and Section 178(2), (3) & (4) of the Companies Act, 2013 ("Act").

(ii) Manner in which formal annual evaluation of performance of Board, its Committees and individual Directors has been carried out as per Section 134(p) read with Rule 8 (4) of Companies (Accounts) Rules of the Act.

(iii) Ratio of remuneration of each Director to the median remuneration of the employee and other prescribed details as per Section 197(12) read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules of the Act.

Your Company is a model employer to provide equal opportunity and consciously strives to build a healthy work culture that promotes dignity to all employees. In pursuance of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Internal Complaints Committee have been constituted at the production units and the corporate office of the Company to redress complaints relating to sexual harassment. Awareness programmes were conducted across the

Company to sensitize employees and uphold the dignity of their colleagues at the workplace, particularly with respect to prevention of sexual harassment.

GUARANTEES AND INVESTMENTS:

D etails of Loans, Guarantee and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in the note numbers 9 and 11 to Standalone Financial Statements 2022-23.

COMPANIES AND ASSOCIATED COMPANIES:

I n accordance with the provisions of Section of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the joint venture and associates and their salient features are given in the note no. 42 and 43 of the Consolidated Financial Statements for the year ended 31.03.2023 respectively. Salient features of JV/Associate companies in Form AOC-1 (Note number 43) forms integral part of the consolidated financial statement of the Company.

a) CII E xim Bank Award for Business to your Company's Alumina Refinery in Platinum category for the 4th consecutive year. Refinery was also accorded special jury award as consistent progressive performer. b) Your Company's Panchapatmali Bauxite Mines and Captive Power Plant have also been conferred with the prestigious Gold Plus award in recognition to the initiative taken for Business Excellence at the CII Excellence summit 2022 at Bengaluru. c) Your Company's Panchpatmali Bauxite Mines has received the Greentech Quality & Innovation (3) Awards 2022 for outstanding achievements in Quality Improvement in Processes. d) Your Company's Alumina Refinery was honored with 5S - Work Place Management Certificate by acclaimed certification agency - Union of Japanese Scientists and Engineers (JUSE) on 30th June, 2022. e) Your Company's Panchpatmali Bauxite Mine received the prestigious QCFI-JUSE Award in the Par Excellence category along with certificate for the 5S workplace management system on 7th July, 2022. f) Your Company's Panchpatmali Central & North 2022 Bauxite Mines received "Five Star Rating" Award at 6th National Conclave of Mines & Minerals held at New Delhi on 12th July, 2022. e award was presented by Shri Pralhad Joshi, Hon'ble Union Minister of Coal, Mines & Parliamentary Affairs in the presence of Shri Raosaheb Patil Danve, Hon'ble Minister of State of Mines, Coal and Railways, Govt. of India.

36.0 COMMENTS OF COMPTROLLER AND AUDITOR GENERAL OF INDIA ON THE FINANCIAL STATEMENT OF THE COMPANY:

Annual Financial Statements both standalone and consolidated as approved by Board were submitted to the office of Director General of Commercial Audit for their comments. e Comptroller and Auditor General of India has issued ‘Nil' comments on both the standalone and consolidated financial statements for the year ended 31.03.2023 vide their letter nos. 377/Co-ordn./01-10 (NALCO)/2023-24 and 375/Co-ordn./01-10 (NALCO-CFS)/2023-24 respectively, both dated 28.07.2023, issued by Office of Director General of Audit (Mines), Kolkata.

37.1 Statutory Auditors:

M/s. GNS & Associates, Chartered Accountants and M/s. A.K. Sabat & Co., Chartered Accountants are appointed as joint statutory auditors of the company by the Comptroller and Auditor General of India for the financial year 2022-23.

e Statutory Auditors report on the Standalone and Consolidated financial statements have already been placed before the Board in its meeting held on 24.05.2023.

37.2 Cost Auditors:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost Audit is applicable to the Company for the financial year 2022-23. In compliance with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company have on the recommendation of the Audit Committee, appointed M/s. Niran & Co., Cost Accountants as the Cost Auditors for the year 2022-23.

Your Company will submit its Cost Audit Report to the Ministry of Corporate Affairs within the stipulated time period.

37.3 Secretarial Auditors:

M/s. SKM & Associates, Practicing Company Secretaries were appointed for undertaking Secretarial Audit job of your Company for 2022-23 in terms of Section 204 of the Companies Act, 2013 and Rules made there under. e report of the Secretarial Auditors is enclosed as Annexure-VII to this report.

37.4 Internal Auditors:

Your Company has appointed the following Chartered Accountant firms for carrying out Internal Audit functions of the Company for the financial year 2022-23:

38.0 ACKNOWLEDGEMENT:

Your Directors acknowledge the excellent support extended by the Government of India particularly Ministry of Mines, DIPAM, DPE and other Ministries/ Departments of the Government of India, various Ministries/Departments of the Government of Odisha, various PSUs in Company's value-added chain, all stakeholders and investors and look forward for maintaining such mutually supportive business relationship in the coming years too.

Last but not the least, your Directors also place on record their deep sense of appreciation for the dedication and commitment shown by all employees, contractors, contract workers, trade unions and officers associations during the financial year. e Company's consistent growth was made possible due to belongingness, solidarity, co-operation and support received from all fronts.