Nila Spaces Ltd Directors Report

Dear Members,

The Directors of your Company are pleased to present the 26th Annual Report to the Members with the Audited Financial Statements for the Financial Year ended on 31 March 2026.

STATE OF AFFAIRS OF THE COMPANY:

The Company is public limited and listed at BSE Limited (Scrip code: 542231) and National Stock Exchange India Limited (Scrip code: NILASPACES) engaged in the business of construction and development of projects for sale mainly into residential real estate. During the year, there is no change in the state of a airs of the company.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2025-26 is as under:

(Rs. in lakhs, except per equity share data)

	Standalone for the year ended		Consolidated for the year ended
Particulars	31 March 2026	31 March 2025	31 March 2026	31 March 2025
Revenue from Operations	16,271.35	13,580.22	18,501.84	13,579.82
Add: Other Income	1,263.97	852.80	1,294.34	858.41
Total Income	17,535.32	14,433.02	19,796.18	14,438.23
Less: Revenue Expenditure	10,885.71	10,239.04	12,763.14	10,265.63
Less: Depreciation and Amortization	545.67	516.45	545.73	516.45
Less: Finance cost	2,411.91	1,557.69	2,497.98	1,608.05
Profit Before Share in profit of joint ventures and associate and Tax	3,692.03	2,119.84	3,989.33	2,048.10
Less: Current Tax	1,028.88	643.36	1,091.37	643.36
Less: Reversal of excess provision for tax of earlier Years	18.67	14.52	18.80	14.52
Less: Deferred Tax Charges/Credit (net)	(16.25)	(58.36)	3.39	(78.31)
Profit for the year	2,660.73	1,520.32	2,875.77	1,468.53
Share of Profit/(Loss) of associate	-	-	-	(1.04)
Net Profit	2,660.73	1,520.32	2,875.77	1,467.49
Add: Balance Brought Forward from previous Financial Year	2,936.02	1,418.88	2,722.26	1,257.95
Profit available for appropriation	5,596.75	2,939.20	5,598.03	2,725.44
Add: Re-measurement gains/(losses) on defined employee benefit plan (Net of tax)	(4.94)	(3.18)	(4.94)	(3.18)
Surplus carried to Balance Sheet	5,591.81	2,936.02	5,593.09	2,722.26
Add: Security Premium	5.80	5.80	5.80	5.80
Add: General Reserve	7.90	7.90	7.90	7.90
Add: Capital Reserve	7,607.64	7,607.64	7,547.55	7,547.55
Add: Non controlling Interest equity	-	-	0.10	0.10
Reserves	13,213.14	10,557.36	13,154.43	10,283.61
Share Capital	3,938.89	3,938.89	3,938.89	3,938.89
Earnings per share (EPS) before exceptional item
Basic	0.68	0.39	0.72	0.37
Diluted	0.68	0.39	0.72	0.37
EPS after exceptional item
Basic	0.68	0.39	0.72	0.37
Diluted	0.68	0.39	0.72	0.37

Notes:

The above figures are extracted from the standalone and consolidated financial statements as per ndian Accounting Standard.

Equity shares are at par value of 3 1 per share.

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there has been no change in the nature of business of the Company.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

Your Companys primary area of operations comprises the construction and development of real estate projects, primarily in the residential segment, along with providing end-to-end services across the real estate value chain.

During the year under review, the Company continued to strengthen its presence in GIFT City, Gandhinagar. The Company has acquired development rights for approximately 5.40 lakh sq. ft. of built-up area for the development and sale of a premium residential project. The Company is developing a luxurious residential scheme, VIDA, envisioned as a benchmark in future-ready urban living. The project is designed to stand out as a landmark development within GIFT City, featuring world-class amenities, superior construction quality, and distinctive architectural design by an internationally reputed firm. Key highlights of the project include a state-of-the-art Sky Park, over 65,000 sq. ft. of dedicated amenities space, and twin towers connected through iconic sky bridges, positioning it as one of the most distinguished residential offerings in the region.

Additionally, the Company, through its subsidiary, is undertaking the development of another residential project namely PRANA located at Building Footprint 26-C at GIFT City, Gandhinagar, with development rights of approximately 5.22 lakh sq. ft. The proposed development is planned as a premium residential scheme, further consolidating the Companys portfolio in the high-end housing segment.

The Company has also developed a temporary co-working office complex within the GIFT City SEZ area in collaboration with a renowned co-working operator DevX. The structure, with a built-up area of approximately 5,000 sq. meters, has been made available to the Company for a period of five years by the GIFT Authority, enabling the Company to participate in the growing demand for flexible workspace solutions.

GIFT City is a strategically planned development spread across approximately 886 acres, with a planned built-up area of around 6.2 crore sq. ft., encompassing office spaces, residential developments, educational institutions, healthcare facilities, hospitality, retail, and recreational infrastructure. It is emerging as a global financial and IT/ITeS hub and is Indias first operational greenfield smart city, developed with world-class infrastructure and robust connectivity. The continued inflow of companies from financial services, technology, and allied sectors is driving its growth trajectory, reinforcing its position as a key economic driver for Gujarat and a globally competitive business district.

A detailed review of the Companys operational performance, project detail and business outlook is provided in the Management Discussion and Analysis Report forming part of this Annual Report.

Revenues – Standalone and Consolidated:

Companys Revenue from Operations on a standalone basis increased to 3 16,271.35 lakhs as on 31 March 2026 from 3 13,580.22 lakhs in the previous year 31 March 2025, at a rate of 19.82%. Companys Revenue from Operations on a consolidated basis as on 31 March 2026 increased to 3 18,501.84 lakhs from 3 13,579.82 lakhs in the previous year 31 March 2025, at a rate of 36.24 %.

Profits – Standalone:

Your Companys EBITDA on a standalone basis as on 31 March 2026 amounted to 3 5,385.64 lakhs (33.10 % of revenue from operations), as against 3 3,341.18 lakhs ( 24.60 % of revenue from operations), in the previous year 31 March 2025. Project and Operations costs were 66.90 % of revenue from operations for the year ended 31 March 2026 as compared to 75.40 % for the year ended 31 March 2025. The profit before tax 3 3,692.03 lakhs (21.05 % of Total Income), as against 3 2,119.84 lakhs (14.69 % of Total Income), in the previous year. Net profit was 3 2,660.73 lakhs (15.17 % of Total Income), as against 3 1520.32 lakhs (10.53 % of Total Income) in the previous year.

Profits - Consolidated:

Your Companys EBIDTA on a consolidated basis amounted to lakhs 3 5,738.70 (31.02 % of revenue from operations), as 3 3,313.16 (24.40 % of revenue from operations) in the previous year. Project and Operations costs were 68.98 % of revenue from operations for the year ended 31 March 2026 as compared to 75.60 % for the year ended 31 March 2025. The Profit before tax was 3 3,989.33 lakhs (20.15 % of Total Income), as against 3 2,047.06 lakhs (14.18 % of Total Income), in the previous year. Net profit was 3 2,875.77 lakhs (14.53 % of Total Income), as against 3 1,467.49 lakhs (10.16 % of Total Income), in the previous year.

Liquidity – Standalone and Consolidated:

Your Company continues to maintain sufficient cash to meet its operations as well as strategic objectives. The Board of Directors believes that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business risks. Liquidity enables your

Company to make a rapid shift in direction, if there is a market demand. The Directors believe that the working capital is sufficient to meet the current requirements.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Your Company undertakes various businesses through subsidiaries, associates and joint ventures. As per Section 129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report. Previous year your Company had incorporated a subsidiary company namely Nila Urban Living Private Limited wherein your Company hold 90% shareholding. The subsidiary company is formed as an SPV to execute residential project PRANA on building footprint 26 C at GIFT City – Gandhinagar.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Companys website at www.nilaspaces.com . The audited financial statements of each of the subsidiary, associate and joint venture are available for inspection at the Companys registered office at Ahmedabad, India and also at registered o ces of the respective companies. Copies of the annual accounts of the subsidiary, associate and joint venture will also be made available to the investors of Nila Spaces Limited upon request.

In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries, associates and joint ventures; in the prescribed Form AOC 1 is annexed to this report as Annexure B .

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR: -

During the year under review there is no change in status of Subsidiaries, Associates or Joint Ventures of your Company.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

The Company has transferred the entire amount of profit made during the year to the General Reserve.

DIVIDEND:

Your Company is in growth phase and therefore the Board of Directors are of the opinion to make sound economic base for the Company to grow by reinvesting the profit into business. Therefore, the Board of Directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the provisions of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

During the year under review Mr. Amit Chokshi (DIN: 10283515) resigned as an Independent Director.

The Board of Directors took note of contribution made by Mr. Amit Chokshi during his tenure as Director.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Anand Patel (DIN: 07272892) Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

As per the provisions of Section 203 of the Companies Act, 2013, Mr. Prashant H Sarkhedi (DIN: 00417386) and Mr. Deep S. Vadodaria (DIN: 01284293) being appointed as Whole Time Directors and Ms. Gopi V Dave – Company Secretary are the Key Managerial Personnel of the Company. There is no other change in the Directors and KMPs during the year except as stated herein above.

Statement regarding opinion of the Board with regard to appointment of Independent Director during the year:

In the opinion of the Board, the Independent Directors possess highest level of integrity, rich experience and requisite expertise in relevant area. All the Independent Directors of the Company have cleared the online proficiency self-assessment test.

Declaration given by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 read with 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status as an Independent Director and the same has been noted by the Board.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date 10 May 2018; an annual performance evaluation of the members of the board of its own individually and working of various committees of the board was carried out. Further, in a separate meeting of the Independent Directors held on 30 January 2026 without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and performance of the other members of the board. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report annexed with this report.

BOARD AND COMMITTEE MEETINGS:

During the year under review 4 (Four) Board Meetings, 4 (Four) Audit Committee Meetings, 1 (One) Nomination and Remuneration Committee Meeting and 1 (One) Stakeholder Relationship Committee Meeting, and 1 (One) Corporate Social Responsibility Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the profit and loss of the company for that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and

f. The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REPORTING OF FRAUDS:

During the year under review there was no instance of any fraud reported by any auditor to the audit committee or the board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review, there has been no change in the clauses of Memorandum of Association and Articles of Association of the Company.

SHARE CAPITAL:

There is no change in share capital of the Company. Presently the paid-up capital of the Company is Rs. 39,38,89,200 comprising of 393889200 equity shares of Rs. 1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

There is no unclaimed or unpaid amount of dividend with the Company.

The corresponding equity shares of the Company issued and allotted pursuant to the scheme of demerger to the shareholders of Nila Infrastructures Limited; whose equity shares of Nila

Infrastructures Limited have been, in accordance with Section 124 of the Companies Act, 2013 and rules made there under transferred to and lying with the IEPF authority; have also been credited to the designated IEPF account of the Government.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. The management discussion & analysis and corporate governance report are made part of this report. A certificate from the Practicing Company Secretary regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors report.

STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Dhirubhai Shah & Co. LLP, Chartered Accountants (FRN: 102511W/W100298) were appointed at the 24 th Annual General Meeting held on 16 September 2024 as Statutory Auditors of the Company to hold the office till the conclusion of 29 th Annual General Meeting of the Company. The report of the statutory auditor is given in this annual report. There is no qualification, reservation or any adverse remark or disclaimer in the audit report of M/s. Dhirubhai Shah & Co. LLP.

COST AUDIT:

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained. M/s Dalwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) has conducted the audit of the cost record of the Company for the Financial Year 2025-26. The Company did not require to undertake cost audit for the Financial year 2024-2025. The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Dalwadi & Associates, Cost Accountant, Ahmedabad (FRN: 000338) as Cost Auditor to audit the cost records of the Company for the financial year 2026-27. As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the 26 th Annual General Meeting for their ratification.

COMPANY SECRETAIAL AUDITORS AND SECRETARIAL AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 AND SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 (Third Amendment); the Board of Directors of the Company had approved and recommended for approval of members, appointment of M/s Umesh Ved & Associates, Practicing Company Secretaries (Peer Reviewed Firm – Firm Registration Number 766/2020) as Secretarial Auditor for a term of 5 (five) consecutive years commencing from FY2025-26 to FY2029-30. Consequently, the shareholders have at the 25 th AGM made appointment of M/s Umesh Ved & Associates as the Secretarial Auditor for a term of five years. The report of the Secretarial Auditor for FY2025-26 is annexed herewith as Annexure D . The report of the secretarial auditor for the financial year 2025-26 is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws. Pursuant to the SEBI circular dated 8 February 2019, the company has obtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates, Practicing Company Secretary.

Nila Urban Living Private Limited has been considered as Material Subsidiary in terms of applicable provisions of SEBI Listing Regulations and therefore it has been decided to comply with requirement of conducting secretarial audit as per Regulation 24 of the SEBI Listing Regulations. The secretarial audit report has been annexed as Annexure E with the annual report.

AUDIT COMMITTEE:

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed. The Composition and terms of reference of the audit committee is more specifically given in the Corporate Governance Report as a part of the Boards Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The detail of the Whistle Blower Mechanism is explained in the Corporate Governance Report and the policy adopted is available on the Companys website at www.nilaspaces.com under investor segment. There has been no complaint received to the Company during the year under review under Vigil Mechanism.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy and internal compliant committee in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review nor any compliant is pending at the end of the year.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Company has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Insiders and Designated Persons while in possession of unpublished price sensitive information in relation to the securities of the Company. The code of conduct is available at the Companys website at www.nilaspaces.com under investor segment. The Company has also in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of insider trading. The audit committee on yearly basis review the compliances made under the regulation as well as the effectiveness of the internal control system to monitor and prevent insider trading. The Company has in place effective system of structured a digital database to record all unpublished price sensitive information as required under SEBI PIT Regulations.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There are no foreign exchange earnings and outgo during the year under review. Conservation of energy has always been of immense importance to your Company and all the equipment consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

RISK MANAGEMENT AND POLICY:

The Risk Management Policy of Your company comprises to identify various risks associated with the business activities of the Company and managing the risks in a proactive and e cient manner. Your Company has robust risk management process involving periodic assessment of various risks and mitigating remedies. Various risks and mitigating remedies are more specifically discussed in MDA report as a part of the board report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company, the details of the same are provided under Note No 6 forming part of the financial statements of the Company for the financial year 2025-26. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No 28 relating to related parties and Note No 40 to the financial statements.

RELATED PARTY TRANSACTIONS:

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arms length basis. There is no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative in terms of Section 188 of the Companies Act 2013 and rules made thereunder. All Related Party Transactions are placed before the audit committee / Board, as applicable, for their approval. Omnibus approval is taken for the transactions which are of repetitive in nature. The Related Party Transactions that were entered into by the Company were to facilitate smooth functioning of the ordinary course of business and are in the interest of the Company. The disclosures of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure F .

The policy on related party transactions as approved by the Board is available on the website of the company www.nilaspaces.com under investor segment.

Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) of SEBI (Listing Obligations Disclosure Requirements) Regulations 2015 as amended is given in Note No 28 of the Notes to the Financial Statements.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL:

The Board of Directors has in terms of the requirements of Section 134(5)(e) of the Companies Act, 2013 laid down the internal financial controls. The Company has in place a well-defined organizational structure and adequate internal controls for e cient operations, which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continuously upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firm of chartered accountants M/s M P Doshi & Associates.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

IntermsoftheprovisionsofSection135oftheCompaniesAct,2013,yourCompanyhasdulyconstituted CSR Committee comprising of Mr. Prashant H. Sarkhedi – Chairman, Mr. Deep S. Vadodaria, Mr. Shrinjay S. Joshi and Ms. Kruti Shah as the other members. Your Company acknowledges importance of society and has been undertaking several projects of CSR involving promotion of environment protection, cleanliness, sanitation, preventive healthcare, education, medical and food support to poor. The Annual Report on CSR activities for the Financial Year 2025-26 is annexed herewith as Annexure A . The policy on CSR is available at the website of the company at www.nilaspaces.com under the investor segment.

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to the Boards Report. The said policy is also available at the website of the company at www.nilaspaces.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2026 and till the date of this report.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the annual report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the registered office of the company during business hours on any working day of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Annexure C to this report.

COMPLIANCE WITH REVISED SECRETARIAL STANDARDS:

The Company has complied with applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

COMPLIANCE WITH INDIAN ACCOUNTING STANDARDS (IND AS):

In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards IND AS.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

There is no significant and material order passed by any regulator or court or tribunal during the year under review.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

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, a copy of the Annual Return is placed on the website of the Company and can be accessed at www.nilaspaces.com under investor segment.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company does not fall within the Top1000 Companies by market capitalization at the stock exchanges i.e BSE Limited and National Stock Exchange of India Ltd. during the financial year 2025-26 and previous financial year 2024-25 and therefore in terms of SEBI Circular dated 10 May 2021; the requirement of filing and publishing Business Responsibility and Sustainability Report is not applicable to your Company. However, since your Company strongly acknowledges importance of ESG and undertakes all its business operations considering best practices of ESG. Governance, Environment and Sustainability is an integral part of your companys business activities. Your Company has not only adopted best practices and standards of ESG but also achieved accreditations from renowned institutions of international presence and engaged in certification of ESG activities.

Although not mandatorily required, the Company has proactively and as a good corporate governance practice, prepared a detailed Report on Business Responsibility & Sustainability Reporting (BRSR) and the same is readily available for download at the website of the Company at www.nilaspaces.com under the investor segment. Since it is not mandatory, the report is not made part of this annual report.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting e orts of the employees during all adversities, have enabled the Company to become a meaningful player in the industry. Your Directors would also like to place on record its appreciation for the support and cooperation your Company has been receiving from its Stakeholders, Corporations, Government Authorities, Joint Venture partners and others associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavor to build and nurture strong links with the business based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests. Your Directors would like to express their thanks to the Government of India for their e orts put in place to curb the pandemic and support the economy of the nation. Your Directors would also like to express special gratitude to the GIFT Authority for their development work and contribution in the growth of the nation.

Date : 07 May 2026	For and on behalf of the
Place: Ahmedabad	Board of Directors of Nila Spaces Limited
	Deep S. Vadodaria
	Chairman & Managing Director
	DIN: 01284293