nirlon ltd Directors report

Your Directors present their 64^th Annual Report along with the Audited Financial Accounts for the Financial Year ("F.Y.") ended March 31, 2023.

1. *Financial Performance

The Companys Financial Performance for the F.Y. ended March 31, 2023 is summarized below:

( in crore)

Particulars	2022-23	2021-22
Gross Income from Operations	575.60	386.72
Gross Profit	460.98	300.12
Interest Paid	125.68	34.59
Cash Profit	335.30	265.53
Depreciation	102.77	75.48
Net Profit for the Year before Tax:	232.53	190.05
Tax Expense	74.62	79.24
Net Profit for the Year after tax	157.91	110.81
Interim Dividend of 15.00 per share paid on the face value of equity shares of 10.00 each	135.18	135.18
Proposed Final Dividend of 11.00 per share to be paid on the face value of equity shares of 10.00 each	99.13	99.13

*The Statement of Standalone Financial Results has been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.

2. Market Capitalisation Ranking on BSE Limited

Your Company has been ranked by the BSE Limited at Sr. No. 591 (previous F.Y. i.e. 2021-22 at sr. no. 557) out of the top 1,000 listed companies based on Market Capitalization as on March 31, 2023.

3. Financial Operations (Summary)

i. Gross Income from Operations for the F.Y. 2022-23 was 575.60 crore as against 386.72 crore for the F.Y. 2021-22.

ii. Gross Profit for the F.Y. 2022-23 was 460.98 crore as against 300.12 crore for the F.Y. 2021-22.

iii. Cash Profit for the F.Y. 2022-23 was 335.30 crore as against 265.53 crore for the F.Y. 2021-22.

iv. Net Profit for the F.Y. 2022-23 (after taxes) was 157.91 crore as against a profit of 110.81 crore for the F.Y. 2021-22.

v. An Interim Dividend of 135.18 crore was paid during the F.Y 2022-23, and a Final Dividend of 99.13 crore for the F.Y. 2022-23 is proposed to be paid.

vi. Implication of Old versus New Income Tax Regimes:

To maintain flexibility for any future restructuring opportunities, the Company continues under the Old Tax Regime as the decision to change to the New Tax Regime is irrevocable.

4. The Company Business Activity

The Company is in the business of development and managing an Industrial Park, and during the Year under review, there is no change in the business activity of the Company.

5. Finance & Material Changes affecting the Financial

Position of the Company

There is no material change and commitment affecting the financial position of the Company which has occurred during the F.Y. 2022-23, or from then on till the date of this Report.

Please note:

The Company has changed its depreciation method from Written Down Value (WDV) to Straight Line Method (SLM) effective from October 1, 2022.

6. Reserves

The Board of Directors do not propose to transfer any amount to the General Reserve account in the Balance Sheet for the F.Y. 2022-23.

7. Dividend

For the Year under review, the Board of Directors at their meeting held on February 9, 2023 declared an interim dividend of 15.00 per equity share of 10.00 each (@150%) amounting to 135.18 crore, and the same was paid to the Shareholders.

Further, the Board of Directors, at their meeting held on May 23, 2023, recommended a final dividend of 11.00 per equity share of 10.00 each (@ 10 %) amounting to 99.13 crore, subject to the approval of Members of the Company at their 64^th AGM.

Dividend will be paid to Members whose names appear in the Register of Members as on Monday, September 4, 2023 ("the Record Date").

In respect of shares held in Dematerialized Form, dividend will be paid to Members whose names are furnished by the National Securities Depository Limited (" NSDL") and the Central Depository Services (India) Limited ("CDSL"), as Beneficial Owners as on the Record Date.

8. Development, Management and Operations of the Industrial Park / Information Technology (IT) Park, i.e. Nirlon Knowledge Park (NKP) - Goregaon (East), Mumbai. and Future Outlook

Nirlon Limited is the owner of NKP, an approx. 23 acre campus in Goregaon (East), Mumbai. NKP is an Industrial Park as per the Consolidated Foreign Direct Investment (FDI) Policy of the Government of India (GOI), and is an IT Park under the Government of Maharashtras (GOM) Policy. The current FDI Policy of the GOI permits 100% FDI in Industrial Parks.

i. Construction, Delivery of Licensed Premises, and License Fee Commencement

The planning for the development of NKP in phases began in 2006 and construction in April / May 2007.

Currently, all 5 (five) phases of development have been completed.

Phases 1-5

A total of approx. 47.63 lakh sq. ft. area has been constructed in Phases 1-5 corresponding to approx. 30.58 lakh sq. ft. of licensable area. License fees for Phases 1-4 continued to be received by the Company through F.Y. 2022-23. License Fees from Phase 5 have commenced from May 15, 2022, and are recognised in the Profit & Loss Account as per Ind AS, w.e.f. December 15, 2021, i.e. the date of completion of Phase 5.

Please Note:

The total constructed area of approx. 47.63 lakh sq.ft. for Phases 1-5, includes 2 (two) levels of basements in Phases 1, 2 and 3 and 1 (one) level of basement, the ground floor (part), mezzanine and four (4) upper levels of parking in Phase 4, as well as a 10 (ten) floor (G+9) multi level car parking( MLCP) (which also has 2 (two) basements) housing utilities, i.e. generators, chillers, water tanks, electrical infrastructure etc. for Phases 1 and 2. Phase 5 has 3 (three) levels of basements in block B9, B10 & B11 and seven upper levels of parking in block B11.

Phase 5:

The Company has completed the development of Phase 5, and received the OC on June 18, 2021. The Company licensed the entire licensable area of approx.11.60 lakh sq.ft. to J.P.Morgan Services India Pvt. Ltd. ("JPM"). Further particulars are provided in Annexure 7 to this Report, i.e. Management Discussion and Analysis.

ii. License Fees

During the Year under review, gross license fees aggregated approx. 515.12 crore (as per Ind AS). iii. Marketing

Phases 1-5 of NKP continue to be in excess of 99.00% licensed (for the Quarter ended June 30, 2023) to reputed international and Indian corporates.

The Company has always made a specific effort license its development to well-regarded Corporates, and the campus remains operational and functional in all respects.

iv. Financing a. The outstanding secured loan amounts as on March 31, 2023 aggregated to 1,150.00 crore (as per IGAAP).

b. The Companys secured debt up to May 2, 2022 was provided by HDFC Limited ("HDFC").

c. On May 02, 2022, the Company re financed its entire HDFC debt by availing a loan of 1,230.00 crore as a Green Loan with a sub-limit of 80.00 crore by way of an Overdraft limit from The Hongkong and Shanghai Banking Corporation Limited ("HSBC"), and paid all its dues of 1,179.86 crore to HDFC on May 02, 2022. The Company executed and registered a Mortgage Deed by creating a first and exclusive charge in favour of HSBC by mortgaging the Companys immovable property, i.e. land, buildings and structures standing on the land situate at Goregaon (East), Mumbai 400 063 as per the facilities documents executed by and between the Company and HSBC.

d. Crisil Ratings has assigned ‘CRISIL AA+/ Stable rating to this HSBC facility and the same rating continues till date.

9. The Companys business plan continues to be to offer office space in NKP on a leave and basis only.

10. Nirlon House

The Company continues to co-own 75% undivided interest in approx. 45,475 sq.ft. of area in the Nirlon House building in a prime location on Dr. A. B. Road, Worli in Central Mumbai.

11. A. Property Management Functions as per the Execution of the New Management Services Agreement with Nirlon Management Services Pvt. Ltd. w.e.f. October 1, 2020 to March 31, 2024

i. Reco Berry Private Limited (Reco) of Singapore, an affiliate of GIC, the Sovereign Wealth Fund of Singapore and Mr. Kunal Sagar, Mr. Rahul Sagar, Alfano Pte Limited and Deltron Pte Limited to ("Promoters") had entered into Share Purchase and Shareholders Agreements dated December 23, 2014 ("Shareholders Agreement"), pursuant to which Nirlon Management Services Pvt. Ltd.

("NMSPL") was incorporated under the provisions of the Companies Act, 2013 effective from October 7, 2015. The Shareholders Agreement contains various shareholder related rights and obligations and provisions pertaining to third party transfers, transfer restrictions, anti-dilution rights, management of the Company, observer appointment and veto rights. The key provisions of the Shareholders Agreement have been incorporated in the Articles of Association of the Company which can be accessed at the following link on the website of the Company www.nirlonltd.com.

ii. The Members of the Company by way of an Ordinary Resolution passed at their 57^th AGM held on September 20, 2016 approved interalia execution of a Management Services Agreement ("MSA") with NMPSL w.e.f. October 1, 2016 to September 30, 2020.

iii. Thereafter, the Members of the Company, further, by way of an Ordinary Resolution passed at their 61^st AGM held on September 29, 2020 approved interalia execution of a New Management Services Agreement with NMPSL w.e.f. October 1, 2020 to March 31, 2024.

Please Note:

a. All interested Parties, as per law, abstained from voting on the above items.

b. The above MSA was entered in to for a period of 3.5 years and its term will be expiring on March 31, 2024.

B. Implementation / Commencement of Operations under the New Management Services Agreement

Effective from October 1, 2020, the Company has been receiving various management services from NMSPL under the New Management Services Agreement as contracted.

The Shareholding Pattern of NMSPL is given below:

Class A Shares

Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal Sagar	5,000	33.335
2.	Mr. Rahul Sagar	5,000	33.335
3.	Reco Fortius Pte Limited	5,000	33.33
	Total	15,000	100

Class B Shares

Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Mr. Kunal Sagar	89,100	50
2.	Mr. Rahul Sagar	89,100	50
	Total	1,78,200	100

Class C Shares

Sr. no.	Name of the Shareholder	No. of Shares held	% of Share Holding
1.	Reco Fortius Pte Limited	3,16,800	100
	Total	3,16,800	100

12. The Board & its Committees i. Board of Directors:

As on date, the total strength of the Board of Directors of the Company consists of 6 (six) Directors including 1 (one) Independent woman Director. Of this number, 3 (three) Independent Non-Executive Directors, including 1(one) woman Director, constitute 50% of the total strength of the Board of Directors of the Company.

For more detail, please refer to the link: https://www.nirlonltd.com/board-committees.html

Re-appointment of Directors at the 64^th AGM

A brief resume of the Directors seeking appointment / re-appointment at the 64^th AGM is as per the details given below:

• Re-appointment of Mr. Kunal Sagar (DIN 00388877), aged 55 years, as a Director who retires by rotation.

• Re-appointment of the following Independent Directors for a futher period of 5 (five) years w.e.f. May 13, 2024 :

• Mr. Rajinder Pal Singh (DIN 02943155), age 71 years, and

• Ms. Anjali Seth (DIN05234352), age 64 years.

The Board recommends re-appointment of the above Directors.

For more details, please refer to Note no. 21 of the 64^th AGM Notice a. Changes in the Board during the F.Y. 2022-23

• There was no change in the Board constitution during the F.Y. 2022-23.

b. The nature of each Directors expertise, and the name of company / ies where they hold Chairmanships, Directorships and Memberships of Board / Committees and Shareholding, if any, as stipulated under the required Regulation of the SEBI Listing Obligations & Disclosure Requirements Regulations, 2015 as well as the justification for re-appointment of Mr. Kunal Sagar, Promoter Director, who retires by rotation at the ensuing AGM, and also for the re-appointment of Mr. Rajinder Pal Singh and

Ms. Anjali Seth, as Non Executive Independent Directors for a futher period of 5 ( five) years effective from May 13, 2024 respectively, are provided in this Report, and forms part of the Notice calling the 64^th AGM.

ii. Committees of the Board of Directors a. Audit Committee

i. Mr. Rajinder Pal Singh, Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

b. Stakeholders Relationship Committee i. Ms. Anjali Seth, Chairperson & NE & ID;

ii. Mr. Rajinder Pal Singh, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

c. Nomination & Remuneration Committee i. Ms. Anjali Seth, Chairperson & NE & ID;

ii. Mr. Rajinder Pal Singh, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

d. Corporate Social Responsibility Committee

i. Mr. Sridhar Srinivasan , Chairman & NE & ID;

ii. Mr. Kunal Sagar, Promoter Director; and

iii. Mr. Rahul Sagar, Executive Director & Chief Executive Officer.

e. Risk Management Committee i. Mr. Rajinder Pal Singh, Chairman & NE & ID;

ii. Ms. Anjali Seth, NE & ID;

iii. Mr. Kunal Sagar, Promoter Director; and

iv. Mr. Rahul Sagar, Executive Director & Chief

Executive Officer.

f. Independent Directors Committee

i. Mr. Rajinder Pal Singh, NE & ID;

ii. Ms. Anjali Seth, NE & ID; and

iii. Mr. Sridhar Srinivasan, NE & ID.

*NE & ID means Non Executive Independent

Director

iii. Roles and Responsibilities of the Board Committees

a. Audit Committee (AC)

The AC of the Board played an important role during the Year under review, including recommending the appointment /re-appointment of, and co-ordinating with the Statutory Auditors, Internal Auditors, Cost Auditors and other Key Managerial Personnel of the Company. The AC has also rendered guidance, inter alia, in the areas of corporate governance, internal audit, finance, taxation, accounts etc.

b. Stakeholders Relationship Committee (SRC)

The SRC met regularly over the course of the Year to attend various aspects in the interest of Members. With the compulsory dematerialisation of the Companys shares and electronic mode of transfers, postal dispatches / e-mail correspondence which led to frequent complaints have been minimized.

As on March 31, 2023, approx. 97.43% of the Companys total paid up equity share capital was held in Dematerialized Form, and there was no investor grievance / complaint pending.

. Corporate Social Responsibility Committee (CSRC)

The Board formed a Corporate Social Responsibility Committee on September 23, 2014 and based on its recommendations the Company implemented activities under its CSR policy during the Year under review as per the Act.

d. Nomination & Remuneration Committee (NRC)

The NRC recommends to the Board the remuneration /compensation packages of the Executive Director and Key Managerial Personnel.

e. Risk Management Committee (RMC)

The Board formed a Risk Management Committee on September 23, 2014. During the Year under review, this Committee has continued to fulfill its role in, inter alia, identifying, evaluating and mitigating potential risks to the Company.

The Risk Management Committee met twice on July 26, 2022 and January 19, 2023.

f. Independent Directors Committee (IDC)

The Company has an Independent Directors Committee as required under the law.

For more detail on various Committees, please refer to the link/s:

i. https://www.nirlonltd.com/pdf/audit.pdf

ii. https://www.nirlonltd.com/pdf/stakeholders_ relationship.pdf

iii. https://www.nirlonltd.com/pdf/csr.pdf

iv. https://www.nirlonltd.com/pdf/nomination_ remuneration.pdf

v. https: / /www.nirlonlt d. com/pdf/ risk_ management.pdf

vi. https://www.nirlonltd.com/pdf/ind_directors. pdf

g. POSH Committee

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 a Committee which is responsible for redressal of complaints related to sexual harassment. It may be noted that the Company has only 3 (three) male employees. During the Year under review, there was no complaint received pertaining to sexual harassment.

For more detail, please refer to the link: https:// www. nirlonltd.com/pdf/posh.pdf

13. Policies & Codes

SEBI introduced the SEBI LODR effective from December 1, 2015. The SEBI LODR provides, inter alia, various regulations, annexures and schedules, and hence all prescribed companies were required to comply with the SEBI LODR latest by March 31, 2016.

In view of the above and to meet with these requirements, the Company made suitable modifications to its existing polices, and also reviews the same from time to time.

Your Company is compliant with the SEBI LODR.

I. Policies

i. Determination of Materiality of Events / Information (DMEI) Policy Aims of the DMEI Policy:

The DMEI Policy for determination of materiality of events / information inter alia, aims to:

a. Ensure that all investors have equal access to important information that may affect their investment decisions;

. Ensure that adequate and timely information is provided to investors;

c. Avoid establishment of a false market in the securities of the Company; and

d. Communicate the principles of materiality based on which the Company shall make disclosures of events or information. For more detail, kindly refer to the link: https:// www.nirlonltd.com/pdf/dmei_policy_mar_16.pdf

ii. Related Party Transaction (RPT) Policy

The RPT Policy is in accordance with the requirement of Regulation 23 of the SEBI LODR and Section 188 of the Companies Act, 2013, and is intended to ensure the proper approval and reporting of transaction/s between the Company and its Related Parties.

Aims of the RPT Policy

Inter alia, to disclose in the Financial Statements of the Company applicable transaction/s between the Company and Related Parties, as well as policies concerning transaction / s with Related Parties. Such transactions are appropriate only if they are in the best interest of the Company and its shareholders.

For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/related_party_ transaction_policy_apr_22.pdf

iii. Whistle Blower (WB) Policy

The Company has a vigil mechanism system called the Whistle Blower Policy to deal with instances of fraud and mis-management, if any.

Aims of the WB Policy

The WB Policy meets with the requirement of Regulation 22 of the SEBI LODR and Section 177 of the Act, and is intended to ensure that the Directors and Employees or any other person report their genuine concerns. During the Year under review, there was no case of whistle blowing reported.

For more detail, kindly refer to the link: https:// www. nirlonltd.com/pdf/whistle_blower_policy_ feb_21_v3.pdf

iv. Corporate Social Responsibility (CSR) Policy

The CSR Policy is in compliance, with the Companies Act, 2013 ("the Act") Aims of the CSR Policy: a. To formulate and recommend to the Board, a Corporate Social Responsibility Plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Act;

v. Nomination & Remuneration (NR) Policy

The NR Policy is in compliance with Section 178(1) of the Companies Act, 2013, and Regulation 19 read with Part D of Schedule II of the SEBI LODR.

Aims of the NR Policy:

a. To guide the Board in relation to appointment and removal of Directors and Key Managerial Personnel;

b. To evaluate the performance of the Members of the Board, and to provide necessary reports to the Board for further evaluation of the Board;

c. To recommend to the Board levels of remuneration / compensation payable to Directors and Key Managerial Personnel and other related matters.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/nomination_ and_remuneration_policy_ver_3.pdf

vi. Risk Management (RM) Policy

The Regulation 21of the SEBI LODR provides applicability for a Risk Management Committee and Risk Management Plan for the top 1000 listed companies based on market capitalization as at the end of the immediate previous financial year.

Aims of the RM Policy

The Company has instituted the RMC / RM Policy for better safeguarding business continuity, operations and timely assessment of potential risk, as well as risk mitigation and minimization procedures.

For more detail, kindly refer to the link: https:// www.nirlonltd.com/pdf/risk_mgmt_policy_ mar_16.pdf

vii. Preservation of Documents (POD) Policy

Under Regulation 9 of the SEBI LODR, the Company is required to adopt the POD Policy.

Aims of the POD Policy

a. The POD Policy contains guidelines for identifying Documents that need to be maintained, the period of preservation of such documents and the procedure for their destruction / disposal;

b. This Policy aims to provide an efficient and systematic control on the periodicity and destruction of business related documents. For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/pod_policy_ mar_16.pdf

viii. Board Diversity (BD) Policy

The Policy sets out the approach to have diversity on the Board of the Company in terms of thought, experience, knowledge, perspective and gender, based on applicable laws, rules and regulations for the Company.

Aims of the BD Policy

The Company believes that a diverse Board will, amongst others benefits:

a. Enhance the quality of decision making and facilitate better business performance;

b. Encourage diversity of perspective, thereby fueling creativity and innovation;

c. Complement and expand the skills, knowledge and experience of the Board as a whole; and

d. Provide better Corporate Governance.

For more detail, kindly refer to the link: https://www.nirlonltd.com/pdf/board_ diversity_policy.pdf

ix. POSH Policy Aims of the POSH Policy

The Company provides an equal employment opportunity and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. All employees of the Company are covered under the Policy. Sexual harassment at the work place or other than work place if involving employees is a grave offence, and is therefore, punishable. The Company has constituted a POSH Committee.

During the Year under review, there was no complaint in this regard.

For more detail, kindly refer to the link: https:// www.nirlonltd.com/pdf/policy_on_sexual_ harassment.pdf

x. Succession Policy (SP)

The Company is not required to have a SP for the following reasons:

a. A specific arrangement exists under the Management Services Agreement executed by and between the Company and Nirlon Management Services Pvt. Ltd. (NMSPL) wherein all services are required to be provided by NMSPL;

b. The Company has senior management to the extent required for statutory compliance only.

Should any potential vacancy arise in (b) above, appropriate replacements will be identified by the NRC and the Board.

xi. Dividend Distribution (DD) Policy

Regulation 43 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") require the top 1,000 listed entities (by market capitalisation) to disclose a dividend distribution policy in the annual report and on the corporate website. The Company has its Board meeting held on June 30, 2020 adopted a DD Policy and uploaded the same on its website. Kindly refer to the link: https://www.nirlonltd.com/pdf/dvidend%20 distribution%20policy_jun_2020.pdf

Aims of the DD Policy

The Company is committed to value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate strategy for both medium and long term value creation. Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy, addressing the immediate as well as long term perspective.

Nirlon Limiteds Dividend Distribution Policy

1. Background and Applicability

Regulation 43 A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") require the top 500 listed companies (by market capitalisation) to disclose a dividend distribution policy in the annual report and on the corporate website.

Nirlon Limited was ranked at 398 out of the top 500 companies based on the market capitalisation as on March 31, 2020 by the BSE.

The Board of Directors ("Board") of Nirlon Limited ("Company"), at its meeting held on June 30, 2020, adopted this Dividend Distribution Policy ("Policy") in order to comply with the above requirement as well as to establish the parameters to be considered by the Board before declaring or recommending any dividend keeping in view the Companys long term growth objectives from internal cash accruals.

The Company currently has only one class of shares, viz. Equity, for which this Policy is applicable.

2. Dividend Distribution Philosophy

The Company is committed to value creation for all its stakeholders. The focus will continue to be on sustainable returns, through an appropriate capital strategy for both medium and long term value creation.

Accordingly, the Board would continue to adopt a progressive and dynamic dividend policy, ensuring the immediate as well long term needs of the business.

3. Dividend

Dividend represents the profit of the Company, which is distributed to shareholders in proportion to the amount paid- up on shares they hold. Dividend includes interim dividend. The dividend for any financial year shall normally be paid out of the Companys profits for that year. This will be arrived at after providing for depreciation in accordance with the provisions of the Companies Act, 2013 and the rules thereunder ("Act"). If circumstances require, the Board may also declare dividend out of accumulated profits of any previous financial year(s) accordance with provisions of the Act and Regulations, as applicable.

4. Interim and Final Dividend

The Board may also declare interim dividends during a financial year. Additionally, the Board may recommend final dividend for the approval of the shareholders at the annual general meeting of the Company. The date of the Board meeting in which the dividend proposal will be considered will be provided to the stock exchange/s as required by the Regulations.

5. Circumstances under which shareholders may or may not expect Dividend

The Board will assess the Companys financial requirements, including present and future organic and inorganic growth opportunities and other relevant factors, and declare dividend in any financial year after taking these into account. Further, the Board shall take into consideration the advice of the executive management of the Company and the planned and further investments for growth apart from other parameters set out in this Policy.

Notwithstanding the above, the Board may not declare or recommend dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing or planned business expansion or other factors which may be considered by the Board such as the following circumstances:

Whenever the Company undertakes or proposes to undertake a significant expansion project requiring higher allocation of capital;

Whenever there is a need for significantly higher working capital requirements adversely impacting free cash flow;

Whenever it undertakes any acquisitions or joint ventures requiring significant allocation of capital; and

In the event of inadequacy of profit or whenever

Company has incurred losses.

6. Some financial parameters and other internal and external factors that could be considered for declaration of Dividend:

• Distributable surplus available as per the Act and Regulations;

• The Companys liquidity position and future cash flow needs;

• Track record of dividends distributed by the Company;

• Payout ratios of comparable companies;

• Prevailing taxation policy or any amendments expected thereof, with respect to dividend distribution;

• Capital expenditure requirements considering expansion and acquisition opportunities;

• Cost and availability of alternative sources of financing;

• Stipulations/ covenants of loan and other financing agreements;

• Macroeconomic and business conditions in general;

• Providing for unforeseen events and contingencies with financial implications; and

• Any other relevant factors that the Board may deem fit to consider before declaring dividend.

7. Utilization of retained earnings

The Company shall endeavor to utilise the retained earnings in a manner which shall be beneficial to the interests of the Company and also its shareholders. Subject to applicable law, the Companys retained earnings shall be applied for:

• Funding inorganic and organic growth needs including working capital, capital expenditure, repayment of debt, etc.;

• Buyback of shares subject to applicable limits;

• Payment of dividend in future years;

• Issue of bonus shares; or

• Any other permissible purpose.

8. Modification of the Policy

The Board is authorised to change/amend this Policy from time to time at its sole discretion taking into account the national or global economic conditions,  Companys growth, financial position and investment plans and/or in pursuance of any amendments made to the Act the Regulations or any other applicable law.

9. Disclaimer

This document does not solicit investments in the Companys securities, nor is it an assurance of guaranteed returns (in any form), for investments in the Companys equity shares.

10. Parameters that shall be adopted with regard to various classes of shares

The Company has issued only one class of shares viz. equity shares. The parameters for dividend payments in respect of any other class of shares will be as per the respective terms of issue and in accordance with the applicable law, and will be determined, if and when the Company decides to issue such other classes of shares.

11. Conflict in Policy

In the event of any conflict between this Policy and the provisions contained in the Act and/or the Regulations, the Act and /or the Regulations shall prevail.

II. Codes

i. Code for fair disclosure of unpublished price sensitive information and Policy for determination of legitimate purposes

The Board earlier adopted the internal Code of Conduct ("ICCPIT") for Regulating, Monitoring and Reporting of Trades under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT) and the same was effective from June 20, 2015.

Thereafter, the PIT Regulations were amended, and the ICCPIT was amended suitably.

Aims of the ICCPIT

It is mandatory under the SEBI LODR, that every listed entity should have a framework to avoid insider trading and abusive self-dealing Further, Regulation 8(1) of the PIT Regulations, 2015 mandates that listed companies formulate and display on their website a code of practices and procedures for fair disclosure of unpublished price sensitive information by adhering to the principles as set out in the Regulations. The principles of fair disclosure are also a part of ICCPIT, and the Company is compliant in this regard.

For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/iccpit_jun_20.pdf

ii. Code of Conduct for Board Members and Designated Employees (CCBE)

The SEBI LODR 2015 provides specific regulation with respect to the CCBE. The CCBE originally adopted by the Board was amended suitably.

Aims of CCBE

The CCBE envisages that the Board and Designated Employees must act within the boundaries of the authority conferred upon them, and with a duty to comply with the requirements of applicable laws, while discharging their duties and responsibilities. The principles prescribed in the CCBE are general in nature, and lay down broad standards of compliance and ethics, as required by Regulation 17 (5) (a) and 26 of the SEBI LODR, 2015. The Board and

Designated Employees shall also refer to other applicable policies and procedures of the Company for specific instructions and guidelines, which are be read in conjunction with the CCBE.

For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/ccbe_nov_18_v1.pdf

iii. Code of Conduct for Independent Directors (CCID)

The Board adopted the Code of Conduct for Independent Directors (CCID) and the same was effective from November 13, 2014. As the SEBI LODR provides specific regulation with respect to the CCID, the CCID originally adopted by the Board was amended suitably.

Aims of the CCID

To provide guidance for the professional conduct of Independent Directors (IDs) of the Company in order to adhere to desired standards by the IDs, and for fulfillment of their responsibilities in a professional and faithful manner, so as to promote confidence in the investment community, particularly stakeholders, regulators etc.

For more detail, kindly refer to the link: https://www. nirlonltd.com/pdf/ccid_mar_16.pdf

14. i. Annual Evaluation by the Directors

Pursuant to the provisions of the Companies Act, 2013 read with the rules issued thereunder and the

SEBI Listing Obligations & Disclosure Requirements

Regulations, 2015 (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 various Committees was carried out.

Regulation 17 of the SEBI Listing Obligations & Disclosure Requirements Regulations, 2015 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 held on March 28, 2023 reviewed the performance of Non-Independent Directors, the Board as a whole and the Chairperson of the Company. This was done after taking into account the views of Executive Director and Non- Executive Directors, as well as as evaluating the quality, quantity and timeliness of flow of information between the Management and the Board necessary for the Board to effectively and reasonably perform its duties.

This evaluation covered various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance.

i. Familiarization Programme for Independent Directors:

The Companys Board is diverse with Independent Directors (IDs), who are highly qualified with rich experience. IDs had / have been associated with various Government agencies and departments, and have been associated with various corporate and business organizations including the Company. They are familiar with the Companys business activities. Moreover, the Company provides them updates by providing a regular brief on the operations as well making suitable arrangements for visits by the Independent Directors to the NKP site.

For more detail, kindly refer to the link: http://www. nirlonltd.com/pdf/familiarization_%20programme_ids.pdf

iii. Declaration by and Tenure of the Independent Directors (IDs)

All IDs have given declarations that they meet the criteria of independence and are not disqualified to act as IDs as laid down under Section 149(6) of the

Act and the relevant regulation of this SEBI LODR. Letters of appointment were issued to IDs and the same were uploaded on the Companys website. For more detail, kindly refer to the links:

• https://www.nirlonltd.com/pdf/appt_letter_mr_ rajinder_pal_singh_may_2019.pdf

• https://www.nirlonltd.com/pdf/appt_letter_ms_ anjali_seth_may_2019.pdf

• https://www.nirlonltd.com/pdf/appt_letter_mr_ sridhar_srinivasan_sep_2020.pdf The Board of Directors of the Company have confirmed that the Independent Directors meet with the Criteria as laid down under the Companies Act, 2013 and the SEBI LODR, 2015.

iv. Directors Responsibility Statement

To the best of your Directors knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statements in terms of Section 134 (3) (c) and 134 (5) of the Act:

a. that in the preparation of the Annual Financial Statements for the Year ended March 31, 2023 the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that the Directors have selected such accounting policies as mentioned in Notes to the Financial Statements and have applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company as at March 31, 2023, and of the Profit of the Company for the Year ended on that date;

c. that the Directors have taken proper and sufficient care 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. that the Directors have prepared the annual Financial Statements on a going concern basis;

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

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

v. Number of Board, Audit and other Committee Meetings

A calendar of Meetings is prepared and circulated in advance to Directors. During the Year, four (4) Board Meetings, four (4) Audit, four (4) Stakeholders Relationship, two (2) Risk, two (2) Nomination and Remuneration, four (4) Corporate Social Responsibility Committee Meetings were convened and held.

The details of these Meetings 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 IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 was held on March 28, 2023.

15. Promoters & Key Managerial Personnel a. Promoters

i. Mr. Kunal Sagar

ii. Mr. Rahul Sagar

iii. Mrs. Rajani M. Bhagat

iv. Reco Berry Private Limited (w.e.f. April 28, 2015)

b. Key Managerial Personnel

i. Mr. Rahul Sagar, Executive Director & Chief Executive Officer

ii. Mr. Jasmin K. Bhavsar, Company Secretary & Vice President (Legal) & Compliance Officer

iii. Mr. Manish B. Parikh, Chief Financial Officer & President (Finance)

Mr. Manish B. Parikh, retired on November 30, 2022 as a whole-time employee of the Company but continued to serve the Company in the role of Chief Financial Officer/ Head of Finance as a whole consultant instead of a whole time employee up to March 31, 2023. Thereafter, w.e.f. April 1, 2023, he was re-appointed as the Chief Financial Officer Vice President (Finance) of the Company as a whole time employee.

Save and except as stated above, there was no change in the Key Managerial Personnel of the Company during the F.Y. 2022-23.

16. Loan, Guarantees, Security & Investment

The Company has not made any loan, or given any guarantee, or provided security to any person, and has not made any investment that attracts the provisions of Section 186 of the Companies Act, 2013, during the F.Y. 2022-23.

17. Borrowing from Directors

The Company has neither borrowed money from Directors nor relatives of Directors during the F.Y. 2022-23.

18. Disclosure of loans and advances in the nature of loans to firms / companies in which Directors Promoters / KMPs are interested

The Company has neither given any loans nor advances in the nature of loans to firms / companies in which Directors/Promoters / KMPs are interested during the F.Y. 2022-23.

19. Holding, Subsidiary & Associate Company

By virtue of the notification of the relevant provisions of the Companies (Amendment) Act 2017 on February 9,

2018, it has now been clarified that for the purpose of the definition of the term ‘holding company, the expression ‘company will also include a ‘body corporate.

The term ‘body corporate includes a company incorporated outside India. Accordingly, the purview of the definition of the term ‘holding company has now been extended to companies incorporated outside India as well.

In view of the above amendment, Reco Berry Pvt. Ltd. would now be considered the holding company of Nirlon Limited for the purposes of the Act.

Save and except the above, the Company is not a holding, a subsidiary, or an associate company of any company and vice versa.

20. Fixed Deposits & Debentures

The Company has neither accepted, nor invited any fixed deposits during the F.Y. under review.

The Company has also not issued any debentures during the Financial Year under review.

21. Transfer of any amount to the Investor Education and Protection Fund (IEPF)

• There is no amount lying with the Company as unpaid/ unclaimed with respect to any debenture redemption amount and / or fixed deposit, and / or any outstanding interest thereon.

• As on March 31, 2023, the following amounts are outstanding under unclaimed/ unpaid dividend & accounts maintained with HDFC Bank Ltd.

Dividend for the F.Y.	Unclaimed / unpaid Dividend Accounts - Outstanding Amounts with the Bank (in )
2015-16	17,27,619.75
2016-17	16,09,677.75
2017-18	16,07,070.75
2018-19	16,23,965.25
2019-20	16,40,966.75
2020-21	154,79,734.00
Interim Dividend for the F.Y.2021-22	118,22,556.00
2021-22	100,90,245.00
Interim Dividend for the F.Y.2022-23	118,14,951.00

Please note:

• The Company has already transferred the unclaimed/ unpaid Dividend amounts for the F.Y. 2014-15 to the IEPF on October 27, 2022.

• The Company has also transferred Shares on which dividends are unclaimed / unpaid dividend amounts for the seven (7) consecutive years commencing from the F.Y. 2014-15 to the IEPF on November 17, 2022.

• The Company will be required to transfer the unclaimed/ unpaid dividend amounts declared by the Company for the F.Y. 2015-16 to the IEPF.

• The Company will also be required to transfer Shares on which dividends are unclaimed / unpaid dividends for the seven (7) consecutive years commencing from the F.Y. 2015-16 to the IEPF.• Concerned Members/Claimants are requested to claim their respective dividends from the Company on or before Tuesday, October 3, 2023.

For more details please refer to Note no. 12 of the 64^th AGM Notice.

22. Authorized Share Capital, Paid up Capital & Listed Capital of the Company i. The Authorized Share Capital

150,00,00,000.00 divided into 15,00,00,000 equity shares of 10.00 each

ii. The Paid up Share capital

90,11,80,400.00 divided into 9,01,18,040 equity shares of 10.00 each.

The Companys paid up share capital is listed on the BSE Limited with the Security Code 500307 with ISIN INE910A01012.

iii. Buy Back of Securities

The Company has not bought back any of its securities during the Year under review.

iv. Sweat Equity

The Company has not issued any Sweat Equity Shares during the Year under review.

v. Bonus Shares

No Bonus Shares were issued during the Year under review.

vi. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to its employees.

23. Fraud Reporting

During the Year under review, there was no fraud reported.

24. Internal Financial Controls

Adequate internal financial controls with reference to the Financial Statements were in place.

During the Year under review, such controls were tested and no reportable material weakness in design or operation was observed.

25. Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013, The Company has developed and implemented a Risk Management Policy which identifies major risks which may threaten the existence of the Company. Risk mitigation processes and measures have also been formulated and clearly spelt out in the Risk Management Plan / Policy.

26. The details of difference between amount of the valuation done at the time of a one-time settlement and the valuation done while taking a loan from Banks or Financial Institutions, along with the reasons thereof during the F.Y. 2022-23 and the date of the Directors Report

There was no instance of onetime settlement with any Bank or Financial Institution.

27. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Year along with the status as at the end of the financial year

There is no application made, or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

28. Related Party Transactions

The Company had the following related party transactions during the F.Y. 2022-23:

i. The payment of Managerial remuneration to Mr. Rahul Sagar, Executive Director & Chief

Executive Officer and KMPs of the Company;

ii. Recovery of CAM from Manisha Trading and

Investment Pvt. Ltd.;

iii. Payment of dividend declared by Members of the

Company; and

iv. Obligations under the Management Services Agreement (MSA), leave and license agreement and fees payable to Nirlon Management Services Pvt. Ltd. (NMSPL).

Please Note: The transactions in (iv) above were already approved by Shareholders of the Company i.e. at the 57^th AGM held on September 20, 2016, effective from October 1, 2016 to September 30, 2020, and thereafter also approved by Shareholders of the Company at their 61^st AGM held on September 29, 2020 effective from October 1, 2020 to March 31, 2024.

• None of the Directors of the Company has received any Commission from the Company.

• None of the Directors and Key Managerial Personnel, save and except as stated above, has any a pecuniary relationship or transactions vis-?-vis the Company.

• As required by the Companies Act, 2013, complete details of all related party transactions are provided for in Form AOC-2 attached as Annexure 5A to this Report.

• Related Party Disclosures under part A in Schedule

V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, are attached as Annexure 5B to this Report.

29. Details of Significant & Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern Status & the Companys Operations in Future

There are no material orders passed by Regulators / Courts which would impact the going concern status of the Company and its future operations.

30. Spending on the Corporate Social Responsibility Programme

With respect to the F.Y. 2022-23, two (2) % of the average net profits of the Company made during the three (3) preceding financial year amounted to342.31 lakh. The Company has already spent 349.92 lakh during the F.Y. 2022-23 under Section 135 of the Companies Act, 2013 and applicable rules made thereunder.

31. Intellectual Property Rights

The Companys trade mark / service mark, logo/s, and copyrights are registered and protected under the respective statutes.

32. Auditors i. Statutory Auditors & their Report

Members of the Company at their 59^th AGM held on September 26, 2018 appointed SRBC & Co LLP, Chartered Accountants, Mumbai (registration number 324982E / E300003) as the Statutory Auditors of the Company to hold office from conclusion of the 59^th AGM till the conclusion of the 64^th AGM, to conduct audits from the F.Y. 2018- 19.

The Board, based on the recommendation of the Audit Committee has fixed the remuneration of the Statutory Auditors for the F.Y. 2022-23. ii. Auditors Report a. The observations made by the Auditors in the Report referring to Notes forming part of the Accounts are self-explanatory, and therefore do not require any further comments under Section 134(3) (f) of the Companies Act, 2013.

b. There is no qualification in the Audit Report and a certificate to that effect is attached to Report as Annexure 1.

iii. During the F.Y. 2022-23, the Company paid 50.98 lakh (being the total fees paid for all services on a consolidated basis to the Statutory Auditors of the Company including out of pocket expenses) i.e. 25.00 lakh towards Statutory Audit fees, 19.00 lakh towards Quarterly Limited Reviews, 6.50 lakh towards the Tax Audit and 0.48 lakh towards out of pocket expenses.

iv. The Company has not paid any fees to the Network Firms of the Statutory Auditors of the Company during the F.Y. 2022-23.

v. The Audit Committee and Board of Directors of the Company have made a recommendation at their meeting held on August 8, 2023, subject to Shareholders approval at the 64^th AGM, for the re-appointment of the Statutory Auditors for a second term of 5 (five) years from the conclusion of the 64^th AGM until the conclusion of the 69^th AGM of the Company. For more details, please refer to the Item no. 4 of the Notice and Explanatory Statement thereto.

vi. Internal Auditors

KPMG Assurance & Consulting Services LLP have been appointed as the Internal Auditors of the Company by the Board for the F.Y. 2023-24, based on the recommendation of the Audit Committee.

vii. Secretarial Auditors & Secretarial Audit Report

a. Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Alwyn Jay & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.

b. There is no qualification in the Secretarial Audit Report.

The Secretarial Audit Report for the F.Y. 2022- 23 is annexed as Annexure 2.

viii. Cost Auditors & Cost Audit Records

The Companies (Cost Records and Audit) Rules, 2014 read along with Companies (Cost Records and

Audit) Amendment Rules 2014, specifies criteria for specified industries which are required to maintain cost records and get them audited.

The Companys business as an Industrial Park is covered under Clause 5(a) of Schedule VI of the Companies Act, 2013 and its turnover is also in excess of 100.00 crore. It is, therefore, required to maintain cost records which should be audited by a practicing Cost Auditor.

a. In view of the above provisions of the Act, the Board, based on the recommendation of the Audit Committee, has approved the appointment and remuneration of Vinay Mulay & Co., Mumbai to conduct the audit of the cost records of the Company for the financial year ending March 31, 2024.

b. In accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditor as recommended by the Audit Committee and approved by the Board of Directors, has to be ratified by Members of the Company.

c. Accordingly, the consent of Members is sought for passing an Ordinary Resolution, as set out at Item no.7 of the Notice, for ratification of the remuneration payable to the Cost Auditor for the financial year ending March 31, 2024.

33. Conservation of Energy, Technology Absorption & Foreign Exchange Earning and Outgo

As required under Section 134 (3) (m) of the Companies Act, 2013 read with read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo were as under:

a. The Company has no manufacturing activities relating to conservation of energy.

b. i. The Company has not made any provision for research and development expenditure as the same is not applicable.

ii. The Company has no activity relating to technology absorption and innovation.

c. The Company has incurred Nil towards travel expenses in foreign currencies, and the Company has no foreign exchange earnings.

d. The Company has incurred professional fee expenses in foreign currency aggregating to 54.73 lakh.

34. Details of Appointment & Remuneration of Managerial Personnel and Top 10 Employees

The information required pursuant to 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 Managerial Personnel and Top 10 Employees of the Company forms a part of this Report as Annexure 3.

Please Note:

• During the F.Y.2022-23, there were 3 (three) employees and all were Key Managerial Personnel i.e. Executive Director & Chief Executive Officer, Company Secretary and Chief Financial Officer.

• The Chief Financial Officer & V.P.( Finance) retired on November 30, 2022 as a whole-time employee of the Company but continued to serve the Company in the role of Chief Financial Officer/ Head of Finance as a whole time consultant instead of a whole time employee up to March 31, 2023. Thereafter, w.e.f. April 1, 2023, he was re-appointed as the Chief Financial Officer & V.P. (Finance) of the Company as a whole time employee.

35. Remuneration Ratio of the Directors / Key Managerial Personnel / Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of Managerial Personnel, Directors and Employees of the Company is furnished in Annexure 4.

36. Corporate Governance Disclosure

The Company adheres to the principles of Corporate Governance mandated by the SEBI under SEBI LODR (as applicable), and has complied with all mandatory requirements. The non-mandatory requirements have been complied with to the extent practical and applicable.

A separate section on Corporate Governance, Annexure 6 to this Report, and a certificate from Alwyn Jay & Co., the Practicing Company Secretaries confirming compliance with Corporate Governance requirements as applicable, form a part of this Annexure 6.

37. Management Discussion and Analysis

Details are provided in Annexure 7 and form a part of this Report.

38. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2022 in Form No.MGT-7 is available on the Companys website and can be accessed at the web link: https://www.nirlonltd.com/pdf/20232024/form_mgt7_fy_2022_23.pdf

39. Share Transfer Agent (STA)

The Company appointed Link Intime India Pvt. Ltd., as its Share Transfer Agent (the "STA"). The Registers of Members, Annual Returns etc. are maintained by the STA at their Registered Office situate at C 101, Park, L B S Marg, Vikhroli (West),Mumbai 400 083 and / or at such other place/s within the city of Mumbai where the STA may have their office from time to time.

40. Enhancing Shareholders / Members Value

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the Companys productive asset and resource base and nurturing its overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact socio-economic factors, and contribute to sustainable growth and development.

41. Secretarial Standards

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards, issued by the Institute of Company Secretaries of India (ICSI), and such systems are adequate and operating effectively.

42. Business Responsibility & Social Reporting (BRSR) The BRSR is provided in Annexure 8 to this Report.

43. Acknowledgements

Your Directors record their appreciation for the services rendered by KMPs. They acknowledge and record their appreciation for the co- operation and assistance rendered by HDFC Limited, The Hongkong & Shanghai Banking Corporation Ltd., Banks, and various

Government authorities at State and Central levels. Your Directors thank all stakeholders for their continued support. Directors would also like to place on record their sincere appreciation for the co-operation received from the RBI, SEBI, BSE Limited, CDSL, NSDL, SHCIL,

MCGM and all other statutory and / or regulatory bodies.

For and on behalf of the Board of Directors Nirlon Limited

Anjali Seth	Rahul Sagar
Director	Executive Director & C.E.O.
DIN: 05234352	DIN: 00388980

Mumbai, August 8, 2023