Nicco Uco Alliance Credit Ltd Directors Report

For the par ended 31st March, 2025 * Financial Results

Dividend:

In view of loss, your Directors regret their inability to recommend any dividend for the year under review.

* Share Capital:

Paid-up Share Capital of the Company, as on 31st March, 2025 was Rs.16,56,36,006/- and there has been no change in the Capital Structure of the company.

• Financial Statement:

The Company has prepared financial statements on the basis of guidelines given in Accounting Standard Ind AS with effect from 1st April, 2020 in replacement of the Generally Accepted Accounting Principle (GAAP) comprising mandatory Accounting Standards issued based on the provisions in Companies (Accounting Standard Rules) 2006, Companies Act, 2013 and the Guideline issued by Reserve Bank of India.

• Material change and commitments:

The One Time Settlement proposal was submitted by the Company to Messrs. UCO Bank, the Lead Bank initially a sum of Rs. 27.68 crores followed by Rs.29.00 crores on 13.05.2025 and lastly Rs.33.00 crores submitted on 17.09.2024. On 19.03.2025 an Application has been made by UCO Bank, the Lead Bank before National Company Law Tribunal (NCLT), Kolkata, under section 7 of the IBC, 2016, for admission of the said petition and initiation of the Corporate Insolvency Resolution process by financial creditors against the company. However, on receipt of such application, the Company enguired with the office of Registrar, National Company Law Tribunal (NCLT) Kolkata Bench, wherein we are given to understand that the said Petition was defective. Hence, the members of the Board have decided that this is not a material event as it stands now.

Excepting this no material changes and/or commitments affecting the financial position of the Company occurred during the year under review. There has been no change in the nature of the business of the Company during the Financial Year 2024-25.

?* Operations

There was an income of Rs.1B.71 (acs (previous year Rs.65.810 lakh) shown in standalone and Rs.18.82 lacs (previous year Rs.65.91 lakhs) in consolidated accounts for the year under review arising out of dividends, and bank interest There was no recovery from defaulting parties in the year under review and if there is no recovery in the subsequent year, it would be difficult to maintain office running expenses.

However, the Management is quite hopeful of some recovery in the current year from a defaulting client.

The case filed by the Consortium of Banks in DRT, Kolkata is being contested by the Company on the ground of maintainability and it is pending. Another case in DRT, Kolkata had been filed by UCO Bank for funding of the Mehta Transport deal through the Company. Indusind Bank for their securitized loan had filed a suit in DRT, Chennai, Axis Bank for their claim initiated Arbitration proceedings in Chennai; IFCI not being part of Consortium of Banks had filed a separate suit in DRT, Kolkata, for their share of loan. 1FC (W) had filed a suit in High Court in Kolkata for recovery of its loan. All these cases are being contested by the Company.

The Serious Fraud Investigation Office (SFIO) filed a few cases which are being contested by the Company in the Court of Law. After supplementary investigation in respect of securitization deal, SFIO had filed another case also against the Directors and the Company which are being contested.

Criminal case filed against too ex-employees in the Chief Metropolitan Magistrate Court at Bankshall Street by DCDD, Kolkata Police, Lalbazar Street, on a complaint filed by the Company is progressing in the Court.

Subsidiary Company

The Company has one subsidiary, Nicco Insurance Agents and Consultant Ltd., the performance of which during the year under review forms part of the annexed Consolidated Financial Statement. The Subsidiary does not come under the purview of SEBI (Listing Obligations and Disclosures Requirement) Regulations,

2015, as it is not a Material Subsidiary as defined under Regulation 16(1)(c) of the said Regulations.

• Extract of Annual Return:

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, and rules framed thereunder the Annual Return made out in the prescribed format MGT-7 for the FY2024-25 would be uploaded on the website of the Company after the conclusion of the 41st Annual General Meeting for the FY2024-25 and the same would be available on https://NUACL.COM

• Statutory information;

There was no employee during the year ended 31st March, 2025 in respect of whom the particulars are required to be disclosed under rules 5(2) and 5(3) of the Companies (Appointment and Remuneration) Rules, 2014.

Since your company has no manufacturing activities, the disclosures as required under rule 8(3) (A) & (B) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption are not applicable to it.

The Company had no Foreign Exchange earnings and outgo during the year under review.

Particular of Loans, Guarantees and Investments:

The Company has not made any investments nor given any loan, guarantee to any person or bodies corporate during the year under review as stipulated in Section 186 of the Companies Act, 2013.

• Internal Financial Control and its adequacy and Risk Management:

The Company has laid down a Risk Management procedure which is reviewed as and when necessary.

The Company has formulated and adopted policy adequate for evaluating the relevant aspects of internal Financial Control relating to safeguarding of its assets, prevention and detection of fraud and errors, the adequacy of the accounting records and timely preparation of reliable financial disclosures. Apart from this, professional Interna! Auditors continuously monitor the efficacy of the internal control framework and their reports are reviewed by file Audit Committee of Directors periodically.

• Composition, number and dates of meetings of Board and Committees:

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2024-25 forms part of the Report on Corporate Governance. The number of meetings attended by the Directors during the financial year 2024-25 also forms part of the report on Corporate Governance.

• Companys policy on Directors appointment and Remuneration:

The remuneration policy is based on rewarding the performance based on review of achievements on a regular basis and in consonance with the requirement of Section 178 of the Companies Act, 2013, and existing industrial practice,

• Details relating to remuneration of Directors, Key Managerial Personnel and Employees:

The details as required u/s.197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is furnished marked as Annexure D which is annexed hereto and form part of Directors Report.

• Directors Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

(I) in the preparation of the Annual Accounts for the year ended March 31, 2025 applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(II) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the loss of the Company for the year ended on that date;

(III) the directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the Company and for preventing and deterring frauds and other irregularities;

(IV) the directors had prepared the accounts for the year ended March 31,2025 on a going concern concept.

(V) the directors had relied on the contention of the Management and aiso on the report of the Interna! Auditors (outside firm) relating to internal financial controls, both of which are adequate and are operating effectively. Directors have aiso relied on Secretarial Audit Reports:

(VI) the Directors had devised proper system to ensure compliance with the provisions of all

applicable laws and that such systems will be adequate and operating effectively.

• Declaration of independent Directors:

The Company had during FY 2024-25 three Independent Directors - Mr. Biswajit Roy (DIN 00198746), Mr. Uditendu Sarkar (DIN 10509121), and Mr Prabir Kumar Nag (DIN-07178929) on the Board of the Company who held office for a fixed tenure of five years and were not liable to retire by rotation. Declarations have been received from them confirming that they met the criteria of independence as laid down in Section 149 and Schedule IV of the Companies Act, 2013, read with Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. incidentally, Mr.Biswajit Roy (DIN 00198746) retired from the office of the Independent Director on expiry of his last 2nd term of 5 years with effect from 06.02.2025.

The Company does not come under the purview of the Corporate Social Responsibility as envisaged in Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014.

• Vigil Mechanism:

Pursuant to Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the Company has formulated and adopted a Vigil Mechanism policy for directors and employees to report genuine concerns and to deal with unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy aiming, inter alia, at providing adequate safeguards against victimization of Directors and employees or any other person who avail the mechanism and also for providing for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases.

• Prevention of Sexual Harassment of women at the workplace:

No women is employed in the Company excepting two Management trainees in compliance of the requirements of the Institute of Company Secretaries of India pursuing the course prescribed for the prospective Company Secretary and the Company has adopted a machinery for preventing harassment of women in workplace

Related Party Transaction:

Section 188 of the Companies Act, 2013 is not attracted as there were no materially significant related party transactions - within the meaning of Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons during the year under review warranting disclosure.

• Evaluation of the performance of Board Committee and Non Independent and independent Directors:

A formal evaluation of all the directors individually and of the Board itself as a whole including functioning of various committees was carried out by the Board as provided in the Companies Act, 2013, and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors also at their separate meeting did, inter alia, the evaluation of the performance of the Chairman and Non-Independent directors as required in the Companies Act, 2013, and in SEBI Regulations.

• Deposit:

The Company has no unpaid/unclaimed matured deposits or interest thereon in the year under review.

• Significant and Material orders passed by the Regulators, Courts & Tribunals:

During the year under review no significant and material order has been passed against the Company by the Regulators, Courts & Tribunals impacting the going concern status and companys operations in future as per legal opinion obtained.

• Directors and Key Managerial Personnel:

Mrs Anita Lahiri (DIN-10520216) would be retiring by rotation at the ensuing Annual General Meeting and being eligible offered herself for reappointment. Mr.Biswajit Roy (DIN 00198746) retired from the office of the Independent Director on expiry of his last 2nd term of 5 years with effect from 06.02.2025.

No Objection Certificates (NoC) - mandatorily required in terms of the provisions of section (II) and section III - 1st Proviso to Para - C thereof of Schedule (V) of the Companies Act, 2013, read with the Notification dated 12/09/2016 of the Ministry of Corporate Affairs - from the secured lenders i.e. the Consortium of the Lending Banks signifying their approval to the appointments and the remunerations drawn by them; in respect of (1) Mr. Lakshmi Narain Kaul (DIN-00198692) as Managing Director of the Company for a period of three years from 01/05/2017 to 30/04/2020; (2) Mr.Subrata Bhattacharjee (DIN-02942693) Managing Director for three years from 01/07/2020 to 30/06/2023 and Mr.Kaustubh Basu (DIN- 071789290) as Managing Director & CEO for three years from 26.09.2023 to 25.09.2026 are still awaited from the Consortium.

Correspondence / negotiations for obtaining the NoCs had been initiated with the Consortium.

Management discussion and analysis of Corporate Governance and Auditors Report:

In accordance with the requirement of the Listing Agreements with the Stock Exchange, a report on the Management Discussion and Analysis is attached hereto (Annexure A}. A report or the status of Compliance of Corporate Governance norms. Is also attached marked as Annexure -B

Auditor & Audit Report:

Messrs Basu Chanchani and Deb, Chartered Accountants (Firm Reg. No.304049E) were appointed as the Auditors of the Company for the first term of five years with effect from the FY2G23-24 to FY2027-28 pursuant to section 139(1} and notice of the said appointment was duly fifed with the Registrar of Companies in Form ADT-1 on 05.10.2023 vide ROC SRN - F65932840 dated 05.10.2023.

The year under review is the second year of audit by the said firm and we give below the comments of the company on the observations made by the auditors in their audit report on the financial statements for the year 2024-25:

CGMSS?N1 S OF THE CuklPAHY Oft i HE OBSERVATIONS sAADS QY THE AUDITORS !N THEIR AUDIT REPORT OH THE FlfiAMCIAL STATEMENTS FOR THE YEAR 2024-25:

The comments of the Board of Directors on the qualifications made by the Independent Auditors in the (a) Auditors Report;

(b) Annexure to the Auditors Report and (c) Certificate issued on compliance of conditions of Corporate Governance, .are given below:

Clause (a) - Please refer to Note No. 27.1 of Notes to Financial Statement in this regard. Necessary action, if any, will be taken on disposal of the appeal.

Clause (b) - With regard to non-confirmation of the balances by certain Banks and non- charging of Interests on their dues, please refer to Note No. 13(d)

Clause (c) - With regard to Note regarding non-charging of interests on dues to the banks and financial institutions coming under the purview of consortium resulting in reduction loss by Rs.2044 crores please refer to Note No.27.3(a).

Clause (c)- Actuarial valuation not done in this financial year as per AS-19. In the absence of adequate details necessary adjustment could not be made as per relevant provision of IND-AS. Actuarial valuation was not done in this financial year as per IND-AS as there was no such changes from the last year in the situation warranting for actuarial valuation.

Report on other Legal and Regulatory Requirement -

Clause 2 - With regard to the report on other Legal and Regulatory requirements, the matters is selfexplanatory.

27.(3)(a) Notes to Financial Statement fully explain the position.

With regard to notes No. 23 -(a) & (b) of Notes to Financial Statement, in this regard, necessary action, if any, will be taken on disposal of the case.

ANNEXURE - 2 TO AUDITORS REPORT:

Clause (ii) :With regard to Inventory- the note is self explanatory.

Clausei- iii: The matter is self-explanatory.

Clause vii: (a) The note is self-explanatory.

Vii (b) As the disputes have not yet been settled, the Company is not in a position to comment further.

The Board of Directors of the Company had appointed Ms. Madhuri Pandey, Company Secretary in Practice (Certificate of Practice No.2.19880) as Secretarial Auditor to conduct secretarial audit as also an audit of secretarial compliances and records for the financial year 2024-25.

Pursuant to section 204(1) of the Companies Act, 2013 read with rule 9(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 she carried out audit of the secretarial compliances by the Company of the provisions of the Companies Act, 2013 and other laws as are applicable to the Company, during the year ended 31s1 March, 2025, and her Secretarial Audit Report in Form No. MR-3 (Annexure-E) is annexed to the Annual Report for the year under review.

Further, pursuant to Regulation 24A(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, an audit was also carried out by her on secretarial compliances of all SEBI Regulations and guidelines / circulars issued there under, as are applicable to the Company, and an Audit Certificate issued in Form-MR-3 in this connection by her which has been annexed to the Annual Report for FY2024-25 of the Company,

Human Resource Development:

The Human Resources strength has reduced substantially to six and while its importance is well known, all efforts are being made to keep the moral and motivation of employees high; within the limited resources of the Company.

Application Made or Proceedings Pending Before Insolvency and Bankruptcy Code, 2016

An Application was filed by UCO Bank under section 7 of the Insolvency and Bankruptcy Code, 2016, against Nicco Uco Alliance Credit Ltd, to accord the approval for the admission of the application filed under section 7 of IBC, 2016, and initiation of the Corporate Insolvency Resolution Process by financial creditors along with many other prayers.

Difference in Valuation

One-time settlement is in progress with the creditors - Consortium of Banks - but the process of valuations as stipulated in rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, have not been initiated yet.

Business Responsibility Report:

The Company does not come under the purview of Regulation 34(2) of SEBI (Listing Obligation and Disclosure Requirements) Rules 2015, relating to Business Responsibility Report: