Nicco Parks & Resorts Ltd Directors Report

For the Financial Year Ended 31st March 2025

Dear Members,

The Board of Directors of Nicco Parks & Resorts Limited are pleased to present the Directors Report and the Audited Financial Statements of the Company for the financial year ended 31st March 2025. This report provides an overview of the Companys operations, financial performance and key developments during the year.

Standalone & Consolidated Financial Results

(Rs in Lakhs)

PARTICULARS	Year ended	Year ended	Year ended	Year ended
	31.03.2025 (Standalone)	31.03.2024 (Standalone)	31.03.2025 (Consolidated)	31.03.2024 (Consolidated)
Profit/Loss Before Interest, Depreciation & Exceptional Items	2633	3136	2633	3136
Less : Finance Cost	3	-	3	-
Profit/Loss before Depreciation & Exceptional Items	2630	3136	2630	3136
Less : Depreciation & Amortisation Expenses	(239)	(260)	(239)	(260)
Profit/Loss before Share of Profit of Associates, Exceptional Items & Tax	2391	2876	2391	2876
Add : Share of Profit of Associates	-	-	430	503
Profit/Loss before Exceptional items & Tax	2391	2876	2821	3379
Add: Exceptional items	81	0	81	0
Profit/Loss before Tax	2472	2876	2902	3379
Tax Expenses/ (Credit) Less: Deferred Tax	597	788	659	903
Profit/Loss for the Year	1875	2088	2243	2476
Add: Balance of Retained Earnings Brought Forward from Previous Year	6147	4887	7741	6092
Less: Other Comprehensive Income (OCI)	(8)	(126)	(8)	(125)
Net Surplus (Before Appropriations)	8014	6849	9976	00
Appropriations:
Less: Transfer to General Reserve	-	-	-	-
Less: Payment of Interim Dividends	(608)	(702)	(608)	(702)
Less: Payment of Final Dividend	-	-	-	-
Balance of Retained Earnings	7406	6147	9368	7741

State of Company Affairs as on March 31, 2025

During the financial year 2024-25, the Company recorded a 12.74% decline in visitor footfalls, with attendance reducing from 12.24 lakh in 2023-24 to 10.68 lakh. This moderation primarily reflects a return to pre-COVID operating levels after the exceptional surge in leisure demand seen immediately following the pandemic. Similar trends have been reported by leading amusement and theme parks across India and internationally, as the sector experiences a natural phase of normalisation after two years of unusually high growth.

On the financial front, the Company delivered a Standalone Profit Before Tax (PBT) of 2,472 lakh (as against 2,876 lakh in the Fy 20232024) and a Standalone Profit After Tax (PAT) of 1,875 lakh (as against 2,087 lakh in the Fy 2023-2024). On a consolidated basis, PAT stood at 2,244 lakh. The decline in profitability was primarily driven by softer park revenues and additional provisioning for lease renewal. However, it is noteworthy that the fall in profits was proportionately lower than the drop in footfalls, underscoring the Companys resilience and ability to protect margins through prudent cost management, operational efficiencies, and stronger contributions from ancillary segments such as food & beverage, retail, and events.

To address the moderation in attendance, the Board has adopted a dual strategy: first, stimulating demand through aggressive digital and promotional campaigns; and second, expanding the attraction base to refresh the visitor experience. A world-class Steel Rollercoaster is scheduled to debut in the winter of FY 2025-26, followed by the launch of a Snow Park in the summer of FY 2025-26. These marquee attractions are expected to re-ignite visitor excitement, broaden the guest profile, and provide sustained momentum for long-term growth.

The Companys consolidated performance was further supported by healthy contributions from its Associate and Joint Venture, with the share of profits amounting to 430 lakh. In addition, an exceptional gain of 81 lakh from the reversal of impairment against investments in an associate (Nicco Jubilee Park Limited) provided an uplift to overall earnings.

Operationally, the Company continued to optimise its business mix. Park Operations contributed 6,093 lakh, Food & Beverage and other recreational facilities contributed 1,191 lakh and Consultancy, Contracts & Ride Sales contributed 218 lakh to revenues. This diversified revenue model cushioned overall performance, reaffirming the Companys strategic emphasis on sustainable growth.

The balance sheet remained robust, with Net Worth rising to 8,533 lakh on a standalone basis and 10,719 lakh on a consolidated basis as at March 31, 2025. Cash flows from operations stood at a healthy 1,600 lakh, reflecting the inherent strength of the business model. In recognition of this performance and to maintain its commitment to shareholder returns, the Board of Directors declared four interim dividends aggregating to 120% (1.20 per share) during the year.

To further elevate the entertainment quotient, the Company also introduced a series of new attractions during FY 2024-25. On April 7, 2024, two thrilling water slides - Aqua Drop and Aqua Curl - were inaugurated at the Water Park. Aqua Drop, designed for adrenaline seekers, offers a vertical plunge into a high-speed descent, while Aqua Curl, with its twists and turns, provides a safe yet exciting ride for younger visitors. These were complemented by the launch of the Crazy River on March 10, 2025, enhancing the aquatic adventure offering.

Among the most notable additions during the year was the Spider Wheel, introduced at the Dry Park on January 3, 2025. Perched elegantly above the iconic Lakeside Restaurant, this attraction is not only a family-friendly thrill ride but also offers guests serene and panoramic views of the entire park. Its distinctive location makes it a truly one-of-a-kind experience, blending excitement with breathtaking scenery. The Spider Wheel has quickly established itself as a centrepiece attraction and is widely regarded as one of the most beautiful vantage points within the park, enhancing both the leisure and visual appeal for visitors of all age groups.

Overall, FY 2024-25 reflects the Companys ability to balance profitability with prudent financial discipline, even amid sector-wide demand normalisation. With continued focus on visitor engagement, cost efficiency, ancillary revenue growth, and the introduction of landmark attractions, the Company remains well positioned to sustain strong financial performance and deliver long-term value creation for shareholders.

Dividend & Transfer to Reserves

The Board of Directors declared and paid four interim dividends during the financial year 2024-2025. These dividends were distributed at rates of 35% (0.35 paise per share of face value Rs. 1), 20% (0.20 paise per share of face value Rs. 1), 25% (0.25 paise per share of face value Rs. 1), and 40% (0.40 paise per share of face value Rs. 1) for the first, second, third, and fourth quarters, at its meetings held on 9th August, 2024, 14th November, 2024, 10th February, 2025 and 27th May, 2025, respectively.

The four interim dividends for the financial year March 31, 2025, aggregates to 120% per equity share (Re 1.20 on an Equity share of par value of Re. 1 each). The payout towards the Interim Dividends for the Financial Year 2024-2025, aggregates to Rs. 5,61,60,000.

During the year under review no amounts were transferred to Reserves.

Consolidation of Financial Statements

In compliance with Section 129(3) of the Companies Act, 2013, read along with Rule 5 of the Companies (Accounts) Rules, 2014, and IND-AS, we have prepared Consolidated Financial Statements in addition to the Standalone Financial Statements. These Consolidated Financial Statements include all our associate companies—Nicco Jubilee Park Limited, Nicco Parks Leisure Projects Private Limited and Nicco Engineering Services Limited—and form an integral part of this Annual Report. Additionally, a separate statement in Form AOC-1, highlighting the key features of the financial statements of these Associate Companies, has been prepared in accordance with Rule 5 of the Companies (Accounts) Rules, 2014, and is included within the Financial Statement section.

Board of Directors

1. Composition of the Board

During the year under review, the composition of the Companys Board of Directors was not fully in conformity with Clause i7(i)(b) of the SEBI Listing Regulations, read with Explanation (ii) thereunder, owing to the absence of the requisite number of Independent Directors during the period from iith August, 2024 to 31st March, 2025. Except for this temporary non-conformity, the Board complied with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and the Articles of Association of the Company.

As on March 31, 2025, the Board comprised seven Directors, of whom six were Non-Executive Directors and one was an Executive Director. The Chairperson of the Board represents the Government of West Bengal, Department of Tourism, and is joined by two nominee Directors from the West Bengal Industrial Development Corporation Ltd. (WBIDC) and the West Bengal Tourism Development Corporation Ltd. (WBTDCL). The Managing Director & CEO serves as the sole Executive Director. The Board also included three Independent Directors, one of whom is a woman Independent Director, thereby reinforcing the principles of diversity and governance.

The Board is well-structured, bringing together a broad spectrum of expertise, knowledge, and experience in areas such as business, industry, finance, law, and administration, ensuring alignment with the Companys strategic direction and operational needs.

The details of the attendance of the directors in the meetings held during the Financial year 2024-2025 are mentioned here in below:-

SL. No NAMES OF DIRECTORS	MEETINGS OF THE BOARD OF DIRECTORS
	03.05.2024	09.08.2024	14.11.2024	10.02.2025	12.03.2025
1. Ms. Nandini Charkravorty, IAS	Y	N	Y	N	Y
2. Ms. Roshni Sen, IAS1	Y	N	NA	NA	NA
3. Ms. Vandana Yadav, IAS1	NA	NA	Y	N	Y
4. Mr. Shashank Sethi, IAS2	NA	NA	Y	N	N
5. Prof. Ashok Banerjee3	N	Y	NA	NA	NA
6. Ms. Nayantara Palchoudhuri	Y	Y	Y	Y	Y
7. Mr. Sujit Kumar Poddar4	Y	Y	NA	NA	NA
8. Mr. Dipankar Chatterji	Y	Y	Y	Y	N
9. Mr. Vijay Dewan	Y	Y	Y	Y	N
10. Mr. Tapan Chaki4	Y	N	NA	NA	NA
11. Mr. Anand Chatrath4	Y	Y	NA	NA	NA
12. Mr. Rajesh Raisinghani	Y	Y	Y	Y	Y

[Y=Attended, N=Absent, NA=Not Applicable]

Notes:

1. The Company received a fresh nomination for Ms. Vandana Yadav, IAS, from West Bengal Industrial Development Corporation Ltd. through Letter No: WBIDC/CA/NPRL/1127, dated 19th September 2024. Ms. Yadav, IAS, was appointed as a Nominee of the West Bengal Industrial Development Corporation Limited, replacing the outgoing Nominee Director, Ms. Roshni Sen, IAS. Her appointment as a Nominee Director on the Board became effective on November 14, 2024 and subsequently her appointment was approved by the Shareholders through postal ballot on 25.01.2025.

2. The Company received a communication from the West Bengal Industrial Development Corporation Ltd. (WBIDC), vide letter No. WBIDC/ CA/NPRL/3045 dated March 19, 2024, regarding a change in nomination for the position of Director Tourism and Managing Director, West Bengal Tourism Development Corporation Ltd. (WBTDCL). The letter stated that Mr. Ramapadhran Arjun, IAS, who previously held the position, was replaced by Mr. Shashank Sethi, IAS. Mr. Sethi was appointed as Director Tourism and Managing Director, WBTDCL, and his appointment as a Director on the Board of the Company became effective from August 19, 2024. Subsequently, his appointment was duly approved by the shareholders at the 35th Annual General Meeting held on September 13, 2024. However, the nominating institution later withdrew Mr. Sethis nomination. As a result, he ceased to be a Nominee Director with effect from May 27, 2025.

3. Prof. Ashok Banerjee, Nominee Director resigned from the Board of Directors of the company, on 31.08.2024.

4. Mr. Sujit Kumar Poddar, Mr. Tapan Chaki and Mr. Anand Chatrath, Independent Directors, retired upon completion of their two consecutive terms of 5 years each as Independent Directors, effective August 11, 2024.

Meetings

Five meetings of the Board of Directors were held during the financial year ended 31st March, 2025. These were held on: (i) 03.05.2024 (ii) 09.08.2024 (iii) 14.11.2024 (iv) 10.02.2025 & (v) 12.03.2025 respectively.

2. Committees of the Board

As of March 31, 2025, the Board had four committees: The Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee. The majority of these committees are composed entirely of Independent Directors. Throughout the year, all recommendations made by these committees were approved by the Board. A complete list of Committee members is available on our companys website at https://niccoparks.com

The details of the attendance of the directors in the Committee meetings held during the Financial year 2024-25 are mentioned hereinbelow: -

SL.	NAMES OF DIRECTORS	AC*1		NRC*2		CSR*3		SRC-t
NO		Held	Attended	Held	Attended	Held	Attended	Held	Attended
1.	Mr. Sujit Kumar Poddar	5	2	5	2	NA	NA	NA	NA
2.	Mr. Tapan Chaki	5	1	5	2	NA	NA	3	1
3.	Mr. Anand Chatrath	5	2	5	2	NA	NA	3	1
4.	Mr. Dipankar Chatterji	5	4	5	5	1	1	3	2
5.	Ms. Nayantara Palchoudhuri	NA	NA	5	4	1	1	NA	NA
6.	Mr. Vijay Dewan	5	4	5	4	1	1	3	2
7.	Mr. Rajesh Raisinghani	5	3	NA	NA	NA	NA	3	3

[Y = Attended, N = Absent, NA = Not a Member]

[AC*1 = Audit Committee, NRC*2 = Nomination & Remuneration Committee, CSR*3 = Corporate Social Responsibility Committee, SRC*4 = Stakeholders Relationship Committee,]

Notes:

1. Mr. Dipankar Chatterji, was co-opted as a Member of the Audit Committee & Stakeholders Relationship Committee with effect from 03.05.2024 & 09.08.2024 respectively.

2. Mr. Vijay Dewan was co-opted as a Member of the Nomination & Remuneration Committee and assumed the Chairmanship of the Audit Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee with effect from Auguest 11, 2024.

3. Ms. Nandini Chakravorty, IAS, Ms. Roshni Sen, IAS, Ms. Vandana Yadav, IAS, Mr. Shashank Sethi, IAS, and Prof. Ashok Banerjee, are/ were not on any of the Committees of the Board.

4. Mr. Anand Chatrath, Mr. Sujit Kumar Poddar and Mr. Tapan Chaki ceased to hold office as Independent Directors of the Company upon completion of their two consecutive terms of five years each with effect from August 11, 2024. Consequently, they also demitted office as Chairman and/or Members of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, respectively. Further, Mr. Sujit Kumar Poddar and Mr. Tapan Chaki ceased to hold office as Chairman and Member, respectively, of the Corporate Social Responsibility Committee with effect from the said date.

5. Mr. Rajesh Raisinghani, Managing Director & CEO, was co-opted as a Member of the Audit Committee with effect from 09.08.2024.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors wish to inform that the Audited Accounts containing Financial Statements for the financial year ended March 31, 2025 are in full conformity with the requirements of the Companies Act, 2013. They believe that the Financial Statements reflect fairly, the form and substance of transactions carried out during the year and reasonably present Companys financial condition and results of operations.

Your Directors further 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) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2025 and of the Profit of the company for the year ended on that date;

(c) 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) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

Human Resources

The Human Resources Management (HRM) function continues to play a pivotal role in driving the success of the Company by effectively managing its most valuable asset—its people. Through a strong focus on talent acquisition, development and retention, the HRM team has made a significant contribution towards achieving the Companys growth objectives and strategic priorities.

With emphasis on creating a positive, inclusive and performance-driven work environment, several employee engagement and wellness initiatives have been undertaken to promote well-being, strengthen work-life balance and instill a sense of belonging across the workforce. The Company also accords high priority to continuous learning, and during the year, structured training and development programmes were rolled out to enhance skills and keep employees abreast of industry developments and emerging trends.

The HRM team has also remained proactive in ensuring compliance with applicable labour laws, addressing employee concerns in a timely manner and nurturing constructive employee relations—factors that are critical to maintaining a motivated and productive workforce.

As on March 31, 2025, the Company had a dedicated team of 205 employees. The industrial relations climate remained cordial and peaceful during the year, reflecting the HRM teams effectiveness in building a collaborative and harmonious organizational culture.

Nomination & Remuneration policy

In alignment with the recommendations of the Nomination and Remuneration Committee, the Board of Directors has implemented a comprehensive policy that governs the selection and appointment of directors and senior management personnel, as well as their remuneration. This policy is designed to ensure that the company attracts and retains individuals of the highest caliber, who are aligned with our strategic objectives and corporate values.

The remuneration policy is carefully structured to balance the interests of all stakeholders and to provide fair and competitive compensation that reflects the performance and contributions of each individual. Detailed information regarding the policy, along with the remuneration paid during the financial year, is included in the Corporate Governance section of this Annual Report for your reference.

This policy is formulated in strict accordance with Section 178 of the Companies Act, 2013, and Regulation 19(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Shareholders and other interested parties can access the full Nomination & Remuneration Policy on the companys website at the following link: https://www.niccoparks.com/wp-content/uploads/formidable/42/ Nomination-Remuneration-Committee.pdf.

Risk Management & Mitigation

Risk management remains a critical focus area for the Company, given the nature of its operations and service offerings. The Company has instituted a comprehensive Risk Management Framework aimed at systematically identifying, assessing and mitigating risks across all business functions. This framework ensures that the Board is regularly apprised of key risks and the corresponding mitigation strategies.

In collaboration with functional heads, the Board periodically reviews the Risk Management Framework to evaluate its effectiveness and to address emerging risks that could impact the Companys performance. Appropriate structures and processes have been put in place to continuously monitor potential threats and ensure timely preventive and corrective measures.

The Audit Committee, together with the Board, remains actively engaged in overseeing and refining the Risk Management Framework, ensuring that it evolves in response to the dynamic business environment and continues to safeguard the interests of the Company and its stakeholders.

Related Party Transaction

During the year under review, all Related Party Transactions were conducted in the ordinary course of business and at arms length, and were duly reviewed and approved by the Audit Committee in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of the transactions were classified as material or required approval under Section 188 of the Companies Act, 2013. Accordingly, the disclosure requirements under Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, do not apply for the financial year 2024-25. Additionally, there were no material Related Party Transactions necessitating shareholders approval under Regulation 23 of SEBI (LODR).

All required disclosures under Ind AS 24 are included in the Notes to the Financial Statements for the year ended March 31, 2025. The updated Related Party Transaction policy can be accessed on the Companys website at https://www.niccoparks.com/wp-content/uploads/formidable/42/POLICY-FOR-RELATED-PARTY-TRANSACTIONS.pdf.

Declaration by Independent Directors

Mr. Dipankar Chatterji (DIN: 00031256), Mr. Vijay Dewan (DIN: 00051164) and Ms. Nayantara Palchoudhuri (DIN: 00581440), Independent Directors of the Company, have furnished the requisite declarations pursuant to Section 149(6) of the Companies Act, 2013, read with the applicable Rules made thereunder, as well as Regulations i6(i)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they continue to meet the criteria of independence prescribed therein. Based on the said declarations, the Board of Directors has taken on record and affirmed that the aforesaid Directors fulfill the conditions specified under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and are independent of the management.

The retiring Independent Directors, namely, Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 00041438) and Mr. Tapan Chaki (DIN: 00235340), ceased to hold office as Independent Directors upon completion of their two consecutive terms of five years each with effect from August 11, 2024, in terms of Section 149(10) of the Companies Act, 2013. Each of the retiring Directors had, prior to cessation of office, submitted their respective declarations confirming that they satisfied the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the applicable Rules made thereunder, as well as Regulations i6(i)(b) and 25(8) of the SEBI (LODR) Regulations, 2015, for the period commencing April i, 2024 and ending August ii, 2024. The Board of Directors duly acknowledged and recorded these confirmations at its meetings during the said period.

DIRECTORS

Changes During the Year - Appointment/Re-Appointment/Cessation

Ms. Nandini Chakravorty, IAS (DIN: 01281290), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, has offered herself for re-appointment. In accordance with Regulation 36(3) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20i5 and the Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), the requisite details of Ms. Chakravorty are provided in Annexure-A to the Notice convening the 36th Annual General Meeting of the Company.

During the year under review, the Company received a fresh nomination from the Government of West Bengal, Department of Tourism, communicated through the West Bengal Industrial Development Corporation Ltd. (WBIDC) vide Letter No. WBIDC/CA/NPRL/H27 dated September i9, 2024. Pursuant to this communication, Ms. Vandana Yadav (DIN: 02202329), IAS, was nominated in place of the outgoing Nominee Director, Ms. Roshni Sen (DIN: i055i767), IAS. Accordingly, Ms. Yadav was appointed as Nominee Director on the Board with effect from November i4, 2024.

Further, the Company received another communication from WBIDC, vide Letter No. WBIDC/CA/NPRL/3045 dated March 19, 2024, regarding a change in nomination for the position of Director Tourism and Managing Director, West Bengal Tourism Development Corporation Ltd. (WBTDCL). The letter conveyed that Mr. Ramapadhran Arjun (DIN: i0i9i077), IAS, who previously held the said position, was replaced by Mr. Shashank Sethi, (DIN: 10738165) IAS. Consequently, Mr. Sethi was appointed as Director Tourism and Managing Director, WBTDCL, and, in that capacity, was nominated to the Board of the Company with effect from August 19, 2024. His appointment was subsequently confirmed by the shareholders at the 35th Annual General Meeting of the Company held on September 13, 2024. However, the nominating institution subsequently withdrew Mr. Sethis nomination, and he accordingly ceased to be a Nominee Director of the Company with effect from May 27, 2025.

Prof. Ashok Banerjee (DIN: 06884670), Non-Executive Director, tendered his resignation from the Board of Directors of the Company with effect from August 3i, 2024.

In addition, Mr. Anand Chatrath (DIN: 00234885), Mr. Sujit Kumar Poddar (DIN: 0004^38) and Mr. Tapan Chaki (DIN: 00235340) retired from the Board upon completion of their two consecutive terms of five years each as Independent Directors, effective August ii, 2024, in accordance with Section i49(i0) of the Companies Act, 20i3. Further, the nomination of Mr. Ramapadhran Arjun, IAS (DIN: 10191077), was withdrawn by the nominating authority vide its communication dated May 3, 2024, and accordingly, he ceased to be a Director of the Company with effect from that date.

Ms. Nayantara Palchoudhuri (DIN: 00581440), Non-Executive Independent Director, has submitted the requisite declaration confirming that she meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with the applicable Rules framed thereunder, as well as Regulation r6(r)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the recommendation of the Nomination and Remuneration Committee and upon due consideration, the Board approved her re-appointment as an Independent Director of the Company for a second term of five consecutive years commencing from February 12, 2025 and ending on February 11, 2030. The said re-appointment was subsequently approved by the members of the Company by way of a Special Resolution passed through Postal Ballot vide Notice dated February 10, 2025, with the requisite majority on April 4, 2025.

The Board places on record its deep appreciation and gratitude for the valuable guidance, contributions, and commitment extended by Ms.

Roshni Sen, IAS, Mr. Ramapadhran Arjun, IAS, Mr. Shashank Sethi, IAS, Mr. Tapan Chaki, Mr. Anand Chatrath, Mr. Sujit Kumar Poddar and Prof. Ashok Banerjee during their tenure as Directors of the Company. Their association with the Board has been instrumental in strengthening governance, advancing strategic objectives, and furthering the growth and development of the Company.

Postal Ballot

In terms of the provisions of the Companies Act, 2013, read with the applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the members of a listed company is required for the appointment or reappointment of a Director at the ensuing Annual General Meeting or within three months from the date of appointment, whichever is earlier.

To facilitate wider shareholder participation and to ensure compliance with the aforesaid provisions, the Company sought the approval of its members through the Postal Ballot process during the year under review. In accordance with Sections 108 and 110 of the Companies Act, 2013, read with the relevant Rules framed thereunder, the Company provided the facility of electronic voting (e-voting) to all its members to enable them to cast their votes in a fair and transparent manner.

1. Postal Ballot dated May 3, 2024

A notice of Postal Ballot dated May 3, 2024, was circulated to the members seeking their approval for:

• an Ordinary Resolution for the appointment of Ms. Roshni Sen, IAS (DIN: 10551767) as a Director of the Company; and

• a Special Resolution for the re-appointment of Mr. Dipankar Chatterji (DIN: 00031256) as an Independent Director of the Company for a further term in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015.

Both resolutions were duly approved by the members with the requisite majority on July 10, 2024.

2. Postal Ballot dated November 14, 2024.

Based on the recommendation of the Nomination and Remuneration Committee and in line with the requirements of SEBI (LODR) Regulations, the Board proposed an Ordinary Resolution for the appointment of Ms. Vandana Yadav, IAS (DIN: 02202329) as a Nominee Director of West Bengal Industrial Development Corporation Limited. The members approved the said resolution by way of a Postal Ballot conducted pursuant to the notice dated November 14, 2024, with the requisite majority on January 25, 2025.

3. Postal Ballot dated February 10, 2025

On the recommendation of the Nomination and Remuneration Committee, the Board approved the proposal for the re-appointment of Ms. Nayantara Palchoudhuri (DIN: 00581440) as an Independent Director of the Company for a second term of five consecutive years commencing from February 12, 2025 and ending on February 11, 2030, in accordance with Section 149(10) and Section 149(11) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015. The proposal was placed before the members by way of a Special Resolution through a Postal Ballot notice dated February 10, 2025, and was approved with the requisite majority on April 4, 2025.

The Board of Directors records its appreciation for the continued support and confidence expressed by the members through the aforesaid resolutions, which has enabled the Company to strengthen its governance structure and Board composition in line with statutory and regulatory requirements.

The Company confirms that it has duly complied with all procedural requirements relating to Postal Ballots, including dispatch of notices to members, publication of statutory advertisements, provision of remote e-voting facility, and submission of voting results to the Stock Exchanges within the prescribed timelines.

Internal Financial Controls

Your Company has, over the years, put in place a comprehensive and well-structured framework of internal financial controls designed to ensure reliable financial reporting, effective operational management, and strict compliance with all applicable laws, regulations, and internal policies.

This framework is aligned with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and has been suitably calibrated to match the size, scale, and complexity of the operations of Nicco Parks & Resorts Limited.

The internal control systems of the Company encompass a broad range of policies, procedures, and monitoring mechanisms, covering both operational and financial processes.

The internal financial controls over financial reporting have been reviewed and tested throughout the year. The management, together with the Statutory Auditors and the Internal Auditors, has evaluated the design and operating effectiveness of these controls. The Audit Committee ofthe Board provides continuous oversight, reviews the adequacy of these systems at regular intervals, and ensures that necessary improvements are implemented wherever required.

Based on the assessments carried out during the year, no material weaknesses in the design or operating effectiveness of internal financial controls were identified. The systems in place have been found to be adequate and operating effectively to ensure that the financial statements present a true and fair view of the affairs of the Company.

In addition to ensuring compliance and reliability, the Company views its internal financial control framework as a key enabler of long-term value creation. By integrating financial discipline with operational efficiency, risk management, and governance best practices, the system not only safeguards the Companys current assets and reputation but also supports its broader vision of sustainable growth. These measures provide stakeholders with the confidence that Nicco Parks & Resorts Limited remains committed to prudent financial stewardship, ethical conduct, and the creation of enduring value for shareholders, employees, and the community at large.

The Board of Directors therefore affirms that the Company has, during the year under review, maintained adequate internal financial controls with reference to financial reporting and that such controls were operating effectively as at March 31, 2025.

INVESTMENTS

Associate Companies

Pursuant to the provisions of Section 2(6) of the Companies Act, 2013 (the Act), the Company had three unlisted associate companies at the commencement of the financial year under review, namely Nicco Jubilee Park Limited, Nicco Engineering Services Limited, and Nicco Parks Leisure Projects Private Limited. During the course of the year, there was a change in the composition of the associates, the details of which are set out below:

Nicco Parks Leisure Projects Private Limited

During the financial year under review, Nicco Park Leisure Projects Private Limited was voluntarily struck off by the Ministry of Corporate Affairs under Section 248(5) of the Companies Act, 2013. Pursuant to the order dated August 13, 2024, the company was dissolved and its name removed from the Register of Companies.

Nicco Jubilee Park Limited

Nicco Jubilee Park Limited continues to be classified as an associate company of Nicco Parks & Resorts Limited within the meaning of Section 2(6) of the Act. The Company exercises significant influence through its shareholding and participation in policy-level decisions of the said entity. The primary business of Nicco Jubilee Park Limited pertains to the development, management, and operation of leisure and amusement park facilities, which remain strategically aligned with the business model and growth objectives of Nicco Parks & Resorts Limited. The association enables the Company to leverage operational synergies, technical knowledge, and brand equity in the amusement sector, thereby contributing to mutual value creation.

Nicco Engineering Services Limited

Nicco Engineering Services Limited remains an associate company of Nicco Parks & Resorts Limited as on March 31, 2025. The Company is evaluating options with respect to its investment in Nicco Engineering Services Limited (NESL), with the objective of unlocking value and redeploying liquidity into its core business initiatives.

Other Strategic Investment - Nandan Park Ltd, Bangladesh

Further, the Company continues to maintain a strategic investment in Nandan Park Limited, which operates a leading amusement and leisure park in Dhaka, Bangladesh; however, this entity does not qualify as an associate company within the meaning of Section 2(6) of the Companies Act, 2013.

In compliance with the provisions of Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys associate companies is presented in Form AOC-i, which forms part of the consolidated financial statements of the Company for the financial year ended March 31, 2025. The Board affirms that all requisite disclosures and filings relating to associate companies have been made in accordance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors recognises the strategic importance of its associate companies as integral components of the broader growth and value-creation strategy of Nicco Parks & Resorts Limited. While the Company will continue to nurture associations that directly complement its amusement and leisure park operations, it will also take calibrated steps to rationalise its portfolio of investments, including potential divestments where appropriate, so as to concentrate its capital and managerial focus on its core business areas. These measures are expected to contribute to sustainable growth, operational excellence, and long-term value creation for all stakeholders.

Share Capital

As of March 31, 2025, the paid-up share capital was Rs. 468 lakhs. During the year under review, the company did not issue shares with differential voting rights, nor did it grant any stock options or sweat equity. Additionally, as of March 31, 2025, none of the Directors of the Company held any instruments convertible into equity shares.

Deposits

Your Company has not accepted any public deposits that fall under the provisions of Section 73 of the Companies Act, 2013, and the associated rules.

Particulars of Loans, Guarantees or Investments

During the year under review, your company did not provide any loans, guarantees, or make any investments under Section 186 of the Companies Act, 2013.

Issue of Shares / Buy Back / Employees Stock Option Scheme / Sweat Equity

During the year under review, the Company did not undertake any share buybacks, issue shares with differential voting rights, issue Sweat Equity Shares, or implement any Stock Option Scheme for its employees.

Statutory & legal matters

No significant or material orders have been issued by any regulators, courts, or tribunals that would affect the Companys going concern status or future operations.

The Company has prepared its Financial Statements for the fiscal year ending March 31, 2025, in accordance with Sections 129, 133, and Schedule III (Division II) of the Companies Act, 2013, as well as the Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company has adopted Indian Accounting Standards (referred to as Ind-AS) effective April 1, 2017, for all periods up to and including the year ended March 31, 2025.

Lease

The Companys amusement and recreational operations are situated on land originally allocated pursuant to the Joint Sector Agreement (JSA) dated February 23, 1990, executed between The National Insulated Cable Company of India Limited (now known as Nicco Corporation Limited, NCL - presently under liquidation), West Bengal Tourism Development Corporation Limited (WBTDC), and West Bengal Industrial Development Corporation Limited (WBIDC). Under the said JSA, the land was made available to the Company for an initial lease tenure of 33 years, with provision for renewal for two further terms of similar duration.

Following the liquidation proceedings against NCL and the transfer of its shareholding in the Company, the JSA has effectively become infructuous and inoperative. The first lease term of 33 years, executed through a lease agreement dated July 5, 1991, between the Governor of the State of West Bengal and the Company, expired on February 28, 2023.

In anticipation of the expiry, the Company had, vide its application dated October 11, 2022, sought renewal of the lease from the Department of Tourism, Government of West Bengal. This application remains under active consideration, and the Company is optimistic of a favourable outcome. Pending execution of the renewed lease, the Company continues to discharge its obligations in accordance with the terms of the original agreement and has made prudent accounting provisions for lease fees and related charges, including a reasonable estimate for potential enhancements, in line with sound accounting principles.

It is pertinent to note that all payments under the earlier lease agreement have continued to be made and expensed in the ordinary course. The Board confirms that the ongoing amusement, F&B, and allied recreational operations have been considered on a Going Concern Basis, with all associated provisions, including for depreciation, duly recognised in the financial statements.

Looking ahead, the Board believes that the renewal of the lease will not only secure continuity of operations but also unlock opportunities for future expansion, reinvestment, and sustainability-linked initiatives in line with evolving industry trends and visitor expectations. With long-term tenure visibility, the Company will be better positioned to strengthen its asset base, enhance guest experiences, and embed green and responsible practices into its operations—thereby driving enduring value for shareholders and stakeholders alike.

Material changes & commitments occurring after the end of financial year

No material changes or commitments affecting the Companys financial position have occurred between the end of the financial year covered by the attached financial statements and the date of this report.

Conservation of energy & technology absorption

In keeping with its long-term vision of sustainable growth, your Company continues to align its operations with the principles of the triple bottom line, ensuring that economic progress is balanced with environmental stewardship and social responsibility. This integrated approach has heightened organisational sensitivity to ecological concerns, strengthening our resolve to lower the carbon footprint of our operations and contribute to the mitigation of greenhouse gas emissions.

While the nature of the Companys activities is not inherently energy-intensive, management remains unequivocally committed to conservation. Focused efforts are being directed towards the adoption of renewable and alternative energy sources, as well as the rigorous implementation of energy-saving practices across all levels of operation. These initiatives are complemented by ongoing measures to nurture and maintain an eco-friendly ambience within the Park, thereby reinforcing our commitment to sustainable recreation and responsible corporate citizenship.

As on date, the Company has not entered into any technology absorption agreements. However, recognising the growing role of green technologies and digital interventions in shaping the future of leisure infrastructure, your Company remains open to exploring and adopting solutions that can further strengthen operational efficiency, sustainability, and visitor experience.

Whistle blower policy / vigil mechanism

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with the applicable rules framed thereunder, and Regulation 22 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has instituted a robust Vigil Mechanism / Whistle Blower Policy for Directors, employees, business associates and other stakeholders. The mechanism provides a structured channel for reporting genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, or any improper practices observed within the organisation.

The Vigil Mechanism is designed to ensure that stakeholders making disclosures in good faith are afforded adequate safeguards against any form of retaliation, discrimination or victimisation. The framework provides for direct access to the Chairman of the Audit Committee, thereby strengthening transparency and accountability in governance. It is, however, clearly stipulated that the mechanism neither releases employees from their duty of confidentiality nor permits frivolous, malicious or unsubstantiated allegations.

During the year under review, no Director, employee, business associate or vendor was denied access to the Chairman ofthe Audit Committee. The details of the Vigil Mechanism / Whistle Blower Policy are available on the Companys website at the following link: https://www.niccoparks.com/wp-content/uploads/formidable/42/WHISTLE-BLOWER-POLICY.pdf

Compliance with secretarial standards on board and general meetings

The Directors affirm that the Company has adhered to the relevant Secretarial Standards, specifically SS-1 and SS-2, which pertain to Meetings of the Board of Directors and General Meetings, respectively. The Company has implemented robust systems to ensure full compliance with these Secretarial Standards as issued by The Institute of Company Secretaries of India.

Listing

The equity shares of the Company remain listed on the Bombay Stock Exchange (BSE). For the fiscal year 2025-26, the Company has duly paid the necessary listing fees to the Stock Exchange.

Investor Education and Protection Fund (IEPF)

In accordance with the provisions of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (the IEPF Rules), the Company is required to transfer all unpaid or unclaimed dividends to the Investor Education and Protection Fund (IEPF) established by the Government of India after a period of seven years. Additionally, shares on which dividends have remained unpaid or unclaimed by shareholders for seven consecutive years or more must also be transferred to the demat account of the IEPF Authority.

«As on March 31, 2025, the Company has transferred 1000 equity shares, representing 0.002% of the total paid-up share capital, to the designated demat account of the IEPF Authority. During the year under review, the Company also transferred Rs. 1,83,015 and Rs. 1,91,998 as unclaimed dividend related to FY 2016-17 (Final Dividend) and FY 2017-18 (Interim Dividend) to the IEPF Authority respectively.

The details of the Unpaid Dividend lying in the Unpaid Dividend Account in respect of the last seven year due for transfer to the IEPF are detailed hereinbelow: -

Balance of Unpaid Dividend as on 1st April, 2025:-

Date of Declaration	Financial Year	Date of Transfer to Unpaid Dividend Account	Amount*	Due Date for Transfer to IEPF
09.02.2018 (Interim Dividend)	2017-18	18.03.2018	1,91,998	18.03.2025
09.08.2018 (Interim Dividend)	2018-19	15.09.2018	151880.2	15.09.2025
03.11.2018 (Interim Dividend)	2018-19	10.12.2018	164039.8	10.12.2025
12.02.2019 (Interim Dividend)	2018-19	21.03.2019	1453I6	21.03.2026
27.09.2019 (Final Dividend)	2018-19	03.11.2019	1,30,155.6	03.11.2026
26.07.2019 (Interim Dividend)	2019-20	01.08.2019	119758.2	01.08.2026
31.10.2019 (Interim Dividend)	2019-20	07.12.2019	127403	07.12.2026
12.02.2020 (Interim Dividend)	2019-20	20.03.2020	153466.6	20.03.2027
08.08.2022 (Interim Dividend)	2022-23	14.09.2022	206597	14.09.2029
03.11.2022 (Interim Dividend)	2022-23	10.12.2022	102669.9	10.12.2029
03.02.2023 (Interim Dividend)	2022-23	12.03.2023	142742	12.03.2030
18.09.2023 (Final Dividend)	2022-23	25.10.2023	98878.75	25.10.2030
14.08.2023 (Interim Dividend)	2023-24	20.09.2023	163016.5	20.09.2030
09.11.2023 (Interim Dividend)	2023-24	16.12.2023	1,04,469.9	16.12.2030
13.02.2024 (Interim Dividend)	2023-24	21.03.2024	8,84,408	21.03.2031
03.05.2024 (Interim Dividend)	2023-24	09.06.2024	165204.5	09.06.2031
09.08.2024 (Interim Dividend)	2024-25	15.09.2024	126521.4	14.09.2031
14.11.2024 (Interim Dividend)	2024-25	21.12.2024	67560.8	21.12.2031
10.02.2025 (Interim Dividend)	2024-25	19.03.2025	0.00	19.03.2032

*Pending reconciliation.

Foreign exchange earnings and outgo

The Park has hosted foreign visitors; however, no distinct record is kept of earnings from these visitors, as they pay entry fees and other expenses in Indian Rupees. During the financial year ending March 31, 2025, the total foreign currency expenditure was Rs. 276.64 lakhs, primarily for the purchase of components and spares. Foreign currency earnings is Nil.

Complaints received by the sexual Harassment Committee

The Company has established a policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (14 of 2013). An Internal Complaints Committee (ICC) has been formed to address any complaints related to sexual harassment. This policy applies to all employees, including permanent, contractual, temporary staff, and trainees.

SL. NO	NAMES OF DIRECTORS	Remarks
a)	No. of complaints of sexual harassment received in the year	NIL
b)	No. of complaints disposed off during the year	Not Applicable
c)	No. of cases pending for more than ninety days	NIL

During the year under review, no complaints were received.

Statement with respect to the compliance of the provisions relating to the maternity benefit act 1961

Your Company is in compliance with the provisions relating to the maternity benefit act 1961.

Details of application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016

The Company did not file any applications or have any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2024-25.

Details of settlement with Banks or Financial Institutions

The company did not obtain any new loans from Banks and Financial Institutions during the Financial Year 2024-25, nor did it make any settlements on existing loans with these institutions during this period.

Separate Meeting of Independent Directors and Performance Evaluation

The evaluation of the Board, its Chairman, individual Directors and Committees of the Board was undertaken in compliance with the provisions of Section 134(3)^) and Schedule IV of the Companies Act, 2013.

According to Regulation of 25(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors was held on 28.03.2025, to inter alia, review and evaluate the performance of the Non-Independent Directors and the Chairperson of the Company taking into account the views of the Executive Directors and Non-Executive Directors; assessing the quality, quantity and timeliness of flow of information between the Company management and the Board and also to review the overall performance of the Board.

The key objectives of the Board Evaluation process were to ensure that the Board & various Committees of the Board have appropriate composition of Directors and they have been functioning to achieve common business goals of your company.

The Directors carried out the performance evaluation in a confidential manner and provided their feedback on a rating scale. The performance evaluation feedback was collated and sent to the Chairman of Nomination & Remuneration Committee. The performance evaluation was discussed at a separate meeting of the Independent Directors held on 28.03.2025 and the summary of performance evaluation was later tabled at the Nomination & Remuneration Committee Meeting held on 23.05.2025. The Nomination & Remuneration Committee forwarded their recommendation based on the inputs received on performance evaluation to the Board of Directors at its meeting held on 27.05.2025 and the Directors were satisfied by the constructive feedback obtained from their Board colleagues.

Attributes, Qualifications & Independence of Directors and their Appointment

In compliance with the provisions of Section 149 ofthe Companies Act, 2013 (the Act), Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and other applicable requirements, the Board of Directors affirms that the Companys Directors collectively bring a balanced mix of skills, expertise, and competencies relevant to its business, industry and regulatory environment. A detailed matrix of such skills, expertise and core competencies, as identified by the Board, is provided in the Report on Corporate Governance, forming part of this Annual Report.

During the year under review, the following changes occurred in the composition of the Board:

• Ms. Nandini Chakravorty, IAS (DIN: 01281290) was appointed as Chairperson & Nominee Director during FY 2023-24 and, upon her induction, was familiarised with the Companys operations, industry outlook and governance framework. She brings significant administrative experience and strategic insights aligned with the Boards identified competency areas.

• Pursuant to a communication from West Bengal Industrial Development Corporation Limited (WBIDC) vide letter no. WBIDC/CA/ NPRL/3045 dated March 19, 2024, Mr. Shashank Sethi, (DIN: 10738165), IAS was nominated in place of Mr. Ramapadhran Arjun, IAS (DIN: 10191077). His appointment as a Nominee Director on the Board took effect from August 19, 2024.

• Subsequently, Ms. Vandana Yadav (DIN: 02202329), IAS was nominated by WBIDC in place of Ms. Roshni Sen, IAS, with her appointment as Nominee Director becoming effective from November 14, 2024.

Both new Directors underwent comprehensive orientation programmes to acquaint themselves with the Companys business, values, and governance framework.

Appointments or re-appointments of Directors are undertaken in accordance with the provisions of the Act, the SEBI Listing Regulations and the Articles of Association of the Company, subject to approval of Members at the General Meeting, wherever applicable.

Independent Directors, in terms of law, are not liable to retire by rotation.

All Independent Directors have submitted declarations under Section 149(6) of the Act and Regulation i6(i)(b) of the SEBI Listing Regulations confirming that they meet the prescribed criteria of independence. Further, pursuant to Regulation 25(8) of the SEBI Listing Regulations, they have affirmed that no circumstance or situation exists which could impair or affect their ability to discharge duties as Independent Directors with objective judgment and without external influence. The Board, after due assessment, is of the opinion that all Independent Directors possess integrity, expertise and experience, and continue to be independent of the management.

The Board remains committed to enhancing its collective effectiveness through a forward-looking approach to governance, with emphasis on strengthening diversity in composition, integrating sustainability and ESG-linked oversight, and fostering digital readiness in Board deliberations.

These focus areas are expected to ensure that the Boards composition and functioning remain well aligned with the Companys evolving strategy, stakeholder expectations, and regulatory developments.

Auditors and Auditors Report

Messrs. Lodha & Co., LLP (Firm Registration No. 301051E/E300284), were re-appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting (AGM) of the Members held on September 13, 2024. Their appointment is for a term of five consecutive years, commencing from the conclusion of the said 35th AGM until the conclusion ofthe 40th AGM ofthe Company, in accordance with the provisions of Sections 139 and 142 of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, and other applicable provisions thereof.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Auditors Report does not contain any qualifications, reservation or adverse remark or disclaimer.

Audit Committee

The Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises three Directors, of whom two are Independent Directors and one is an Executive Director. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

Cost Records

Your Company is not required to maintain Cost Records as specified by the Central Government u/s i48 (i) of the Companies Act, 20i3.

Corporate Social Responsibility (CSR)

The composition, role, functions and powers of the Corporate Social Responsibility (CSR) Committee of the Company are in accordance with the requirements of the Companies Act, 2013. The CSR Committee guides and monitors the activity undertaken by the Company in this sphere.

Acknowledging its responsibility towards the society, your Company has put in place a CSR Policy, which may be referred to at the Companys official website at https://niccoparks.com.

Pursuant to the provisions of Sec 135 of the Companies Act, 2013 and applicable Rules, for the year ended March 31, 2025, the Company had spent Rs. 41.00 lakhs towards its CSR obligations.

Details of the CSR contribution during the year form part of the Report in Annexure I.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Secretarial Audit for the year under review was conducted by Mr. P.V. Subramanian (C.P. No. 2077; ACS- 4585), Company Secretary in Whole-time Practice. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure II.

The Secretarial Auditor has reported one qualification in his Audit Report, which is reproduced below:

The composition of the Board of Directors was not in conformity with Clause iy(i)(b) of the SEBI Listing Regulations, read with Explanation

(ii) provided thereunder, due to the absence of an adequate number of Independent Directors on the Board of the Company during the period from 11th August, 2024 till31st March, 2023.

The Board of Directors has considered the above observation and wishes to clarify as under:

The temporary non-compliance arose due to the cessation of Independent Directors during the year, leading to a shortfall in the minimum number of Independent Directors required under the SEBI Listing Regulations. Subsequently, following a reduction in the overall strength of the Board, the Companys composition came into conformity with the requirements of Regulation 17(1) of the SEBI Listing Regulations, and the non-compliance stood resolved by operation of law.

The Nomination and Remuneration Committee and the Board continue to remain engaged in evaluating suitable candidates for appointment as Independent Directors, with a view to strengthening Board diversity, governance oversight, and long-term compliance readiness.

Further, based on the recommendation of the Audit Committee, the Board has approved the re-appointment of Mr. P.V. Subramanian (C.P. No. 2077; ACS-4585), Company Secretary in Whole-time Practice, as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from April 1, 2025. Necessary resolutions seeking Members approval form part of the Notice convening the forthcoming Annual General Meeting.

Extract of Annual Return

As per the requirements of Section 92(3) and 134(3)^) of the Companies Act, 2013 and Rules framed thereunder, the annual return in form MGT-7 for FY 2024-2025 is uploaded on the website of the Company and the same is available on https://niccoparks.com/corporates/

Particulars of Employees & Related disclosures

Disclosure pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure -III.

Management Discussion & Analysis Reports

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Boards Report in Annexure - IV.

Corporate Governance

Your Company remains firmly committed to the principles of transparency, accountability, and ethical governance. In line with the requirements of the Listing Regulations, a detailed report on Corporate Governance, along with a Certificate of Compliance from a Practicing Company Secretary, is included in this Annual Report as Annexure - V.

The Report carries a single qualification: The composition of the Board of Directors was not in conformity with Clause i7(i)(b) of the SEBI Listing Regulations, read with Explanation (ii) provided thereunder, due to the absence of an adequate number of Independent Directors on the Board of the Company during the period from 11th August, 2024 till 31st March, 2025.

This shortfall was temporary, arising from the cessation of Independent Directors during the year, and stood resolved by operation of law once the overall strength of the Board reduced, restoring compliance with Regulation 17(1). Importantly, the Board has since ensured that the governance framework remains fully compliant and robust.

The Board has taken due note of this observation and together with the Nomination and Remuneration Committee, is actively evaluating suitable candidates for induction as Independent Directors. These efforts are directed at further strengthening Board diversity, enhancing governance oversight, and ensuring long-term compliance readiness.

Green Initiatives

Your Company, as a responsible corporate citizen, continues to extend its support to the Green Initiative in Corporate Governance launched by the Ministry of Corporate Affairs (MCA), Government of India, which enables service of documents, including the Annual Report, to shareholders in electronic mode at their registered e-mail addresses with the Depositories/Companys Registrar and Share Transfer Agent.

Members who have not yet registered their e-mail addresses are requested to register the same with their respective Depository Participants (in case of shares held in dematerialised form) or with the Companys Registrar and Share Transfer Agent (in case of shares held in physical form), to ensure receipt of all communications from the Company, including Annual Reports, Notices and Circulars, in electronic mode.

In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the relevant MCA and SEBI circulars, the Notice of the 36th Annual General Meeting along with the Annual Report for the financial year ended March 31, 2025, including the Audited Financial Statements and related documents, will be sent electronically to the Members at their registered e-mail addresses.

The Company solicits the cooperation of all Members in supporting this environment-friendly initiative, which not only contributes towards a sustainable future but also ensures timely and efficient delivery of corporate communications.

Acknowledgement

The Board of Directors places on record its sincere appreciation for the dedication, commitment, and sustained efforts of all employees, whose contribution has been central to the Companys performance during the year under review.

The Board also acknowledges with gratitude the continued support, cooperation, and guidance received from the Government of West Bengal, its Departments and Agencies, and places on record its appreciation of the valuable guidance extended by the Government Nominee Directors and Independent Directors.

The Board further expresses its appreciation to Members, regulatory authorities, financial institutions, banks, customers, business partners, and all stakeholders for their confidence, trust, and encouragement, which have been instrumental in enabling the Company to carry forward its objectives.

Looking ahead, the Board remains confident that with the continued support of all stakeholders and the collective efforts of its employees, the Company is well positioned to sustain its growth trajectory, strengthen its governance framework, and deliver long-term value in a responsible and sustainable manner.

For & On behalf of the Board of Directors
NICCO PARKS & RESORTS LIMITED
S/d	S/d
Vijay Dewan	Rajesh Raisinghani
Independent Director	Managing Director & CEO
DIN: 00051164	(DIN:-7i37479)